Terms & Conditions
Last Updated: January 1, 2025
Effective Date: January 1, 2025
1.1 Comprehensive Agreement
These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between Shift AI, Inc. ("Company," "Shift AI," "we," "us," "our") and you ("User," "you," "your") governing your access to and use of Shift AI's desktop application, AI communication tools, lead generation services, and all related services (collectively, the "Service").1.2 Good Faith Compliance Commitment
By accessing or using the Service, you acknowledge and agree that:
This Agreement is designed to provide maximum legal protection through demonstrable good faith compliance excellenceBoth parties commit to industry-leading TCPA compliance standards exceeding regulatory minimumsThe relationship is structured to provide comprehensive liability protection through compliance assurance leadershipAll provisions are intended to create enforceable obligations balanced with reasonable consumer and business protections
1.3 Incorporation of Privacy Policy
This Agreement incorporates by reference our Privacy Policy and TCPA Compliance Framework, which establishes complementary protections for data handling, regulatory compliance, and liability allocation.
2.1 Core Definitions
"AI-Generated Communications": Voice, text, or multimedia communications created, enhanced, or facilitated using artificial intelligence technologies through the Service"Automated Communication System": Any system capable of automatically dialing telephone numbers, sending pre-recorded messages, or generating communications without real-time human intervention"Client Work": Communications, lead generation, or outreach activities performed by Users on behalf of third-party clients or customers"Compliance Assurance Program": Shift AI's tiered compliance monitoring, education, and protection services designed to exceed industry standards"Express Written Consent": Clear, conspicuous, unambiguous written authorization (including electronic formats) meeting or exceeding TCPA requirements for specific communications"Good Faith Compliance Effort": Demonstrable commitment to legal compliance through reasonable procedures, training, monitoring, and corrective action"Lead Generation Activities": Collection, processing, transfer, or utilization of consumer contact information for marketing or sales purposes"Platform Provider Services": Technology tools and infrastructure provided by Shift AI without editorial control over user content or business operations"TCPA Violation": Any communication failing to comply with applicable Telephone Consumer Protection Act requirements"Third-Party Platform": External services including Facebook, Google, TikTok, Instagram, or other platforms integrated with the Service"Unintentional Conduct": Actions or omissions occurring despite good faith compliance efforts and reasonable precautionary measures
3.1 Multi-Layered Protection Strategy
This Agreement establishes comprehensive protection through:
Primary Layer: Platform provider safe harbor with genuine technology neutralitySecondary Layer: Good faith compliance excellence exceeding industry standardsTertiary Layer: Unintentional conduct shields protecting against inadvertent violationsUltimate Layer: Compliance assurance leadership providing maximum available legal protection
3.2 Good Faith Enhancement Provisions
All provisions of this Agreement shall be interpreted and enforced in a manner that:
Recognizes and protects demonstrable good faith compliance efforts by both partiesProvides enhanced protection for users participating in Compliance Assurance ProgramsEncourages industry-leading compliance practices through appropriate incentivesBalances maximum protection with enforceability and consumer protection requirements
4.1 Technology System Declaration
ShiFt AI is a technology system platform that provides software tools and services. ShiFt AI is entirely lead agnostic and does not engage in, facilitate, or assume responsibility for lead generation activities of any kind.All leads, prospects, or customer data provided to or processed through the ShiFt AI system are the sole responsibility of the Client. ShiFt AI disclaims any responsibility for the source, quality, legality, or compliance of such leads with applicable laws and regulations.Any leads generated, purchased, or obtained by Client through third-party media buyers, advertising platforms, lead generation services, marketing partners, or any other sources remain entirely the responsibility of the Client and/or such third parties. ShiFt AI makes no representations or warranties regarding lead quality, conversion rates, compliance status, or any other characteristics of leads processed through its technology platform.4.2 Platform Provider Safe Harbor Foundation
Shift AI operates as a neutral technology platform provider with the following characteristics designed to maximize safe harbor protection:Technology Neutrality Standards:
Standardized tools available to all users without content-based differentiationNo editorial control, direction, or approval of user communications or business strategiesArms-length relationship with user business operations and client relationshipsTechnology provision limited to infrastructure and tools without operational involvement
Knowledge Limitation Architecture:
Local processing systems minimizing platform data exposure and content accessEncrypted transmission preventing content inspection during communication deliveryAutomated processing reducing human knowledge accumulation of user activitiesMinimal data retention policies preventing long-term pattern recognition of potential violations
Operational Independence Requirements:
Users maintain complete control over communication content, timing, and recipient selectionUsers independently manage consent collection, documentation, and verification proceduresUsers bear sole responsibility for communication strategy development and implementationPlatform maintains strictly technical role without business strategy involvement or oversight
4.3 Strategic Actual Knowledge Management
Shift AI maintains legal protection through balanced actual knowledge management:Protected Knowledge Categories:
General Industry Awareness: Understanding of TCPA requirements and compliance best practicesPlatform Functionality Knowledge: Technical capabilities of Service features without user-specific implementation detailsAggregate Compliance Metrics: Statistical performance data without individual violation identificationTechnical Performance Monitoring: System functionality data without communication content analysis
Knowledge Limitation Boundaries:
Individual Communication Content: No monitoring, storage, or analysis of specific user communication contentUser-Specific Violation Patterns: No tracking of individual user compliance history beyond platform abuse preventionClient-Specific Business Operations: No knowledge of user client relationships, strategies, or business arrangementsLead-Specific Consent Status: No detailed tracking of individual lead consent documentation or verification
5.1 Fundamental TCPA Compliance Requirements
Client acknowledges and agrees that ShiFt AI's role is limited to providing technology services and that all lead generation activities, lead sourcing decisions, and compliance with applicable marketing and privacy laws, including but not limited to the Telephone Consumer Protection Act (TCPA), are the exclusive responsibility of the Client and/or their designated third-party partners.All Users must comply with applicable TCPA requirements including:Express Written Consent Management:
Obtain valid express written consent before initiating any automated communicationsMaintain comprehensive consent documentation meeting or exceeding TCPA standardsImplement consent verification and refresh procedures appropriate to communication volume and frequencyProvide clear, conspicuous consent collection forms with all required TCPA disclosures
Do Not Call Registry Compliance:
Verify all communication recipients against federal and applicable state Do Not Call registriesImplement real-time registry checking for all automated communication attemptsMaintain current registry data and update verification systems within required timeframesRespect all registry exemptions and limitations applicable to user's business operations
One-to-One Consent Requirements (Effective January 27, 2025):
Client represents and warrants that all consumer data, leads, and contact information used with the ShiFt AI platform have been obtained in full compliance with all applicable laws, including TCPA one-to-one consent requirementsClient acknowledges that TCPA regulations require specific consent for each company/caller for telemarketing calls and textsClient is solely responsible for ensuring such compliance with all current and future regulatory updates
5.2 Enhanced Compliance Standards for Service Users
Beyond minimum TCPA requirements, Users agree to:Compliance Excellence Commitment:
Participate in Shift AI's Compliance Assurance Program appropriate to user's communication volume and risk profileComplete mandatory TCPA compliance training and maintain current certificationImplement compliance monitoring and documentation procedures exceeding industry standardsCooperate with Shift AI's compliance verification and improvement initiatives
Professional Responsibility Standards:
Maintain professional liability insurance appropriate to communication activities and potential TCPA exposureEngage qualified legal counsel for compliance guidance when conducting high-volume communication activitiesImplement reasonable compliance monitoring and quality assurance proceduresReport potential compliance issues to Shift AI through established protocols
6.1 Client Compliance Certification and Monitoring
Client agrees to:Annual Compliance Certification:
Provide annual written certification that all leads and contact data used with the platform comply with applicable lawsInclude detailed documentation of consent acquisition methods and verification proceduresCertify compliance with one-to-one consent requirements and all applicable TCPA provisionsUpdate certifications immediately upon any material changes to compliance procedures
Quarterly Compliance Reviews:
Participate in quarterly compliance reviews if requested by ShiFt AIProvide documentation of consent acquisition and compliance procedures upon requestDemonstrate ongoing compliance with evolving TCPA requirementsCooperate with compliance verification and improvement initiatives
Immediate Notification Requirements:
Notify ShiFt AI immediately of any TCPA violations, regulatory investigations, or legal proceedingsReport any changes in lead sources or consent acquisition methodsProvide immediate notice of any compliance-related litigation or regulatory contactCooperate with ShiFt AI's response to compliance-related inquiries
6.2 Technology Limitations and Built-in Safeguards
ShiFt AI reserves the right to implement and modify technology features designed to promote compliance:Consent Verification Requirements:
Mandatory fields requiring Client to confirm proper consent before processing consumer contact dataSystem-level verification of consent documentation and one-to-one complianceAutomated blocking of communications lacking proper consent verificationReal-time consent status monitoring and violation prevention
Automated Compliance Checks:
System-level verification of data sources and consent documentationReal-time Do Not Call registry verification for all communicationsAutomated enforcement of legal communication timing restrictionsContinuous monitoring for compliance with current TCPA requirements
Usage Monitoring and Automatic Suspension:
Monitoring of platform usage patterns to identify potentially non-compliant activitiesImmediate suspension of services upon detection of potentially non-compliant activitiesAutomated violation prevention and user notification systemsEnhanced monitoring for users with compliance concerns or violations
7.1 Comprehensive Audit Authority
ShiFt AI reserves the right to:Conduct Compliance Audits:
Audit Client's compliance practices with 30 days' written noticeReview consent documentation, lead sources, and compliance proceduresVerify compliance with one-to-one consent requirements and TCPA provisionsAssess compliance with all applicable federal and state telecommunications regulations
Request Documentation:
Require immediate production of compliance documentation upon reasonable suspicion of violationsRequest detailed consent acquisition records and verification proceduresObtain documentation of lead sources and compliance verification methodsReview professional liability insurance and legal counsel arrangements
Third-Party Verification:
Engage third-party compliance experts to verify Client's adherence to applicable regulationsRequire participation in independent compliance auditing and verificationCoordinate with industry compliance organizations for verification servicesImplement enhanced monitoring based on third-party audit results
7.2 Termination for Non-Compliance
ShiFt AI may immediately terminate or suspend Client's access to services if:Compliance Violations:
Client violates any provision of applicable laws or regulations, including TCPA requirementsClient fails to maintain one-to-one consent compliance or other regulatory requirementsClient engages in activities that create unacceptable regulatory risk for ShiFt AIClient provides false information regarding compliance status or lead sources
Documentation Failures:
Client fails to provide required compliance documentation or certificationsClient cannot demonstrate proper consent acquisition or verification proceduresClient fails to maintain adequate compliance monitoring and documentation systemsClient refuses to cooperate with compliance auditing and verification requirements
8.1 Comprehensive Client Indemnification
Client agrees to indemnify, defend, and hold harmless ShiFt AI, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:TCPA and Regulatory Violations:
Any violations of the TCPA, TSR, or other applicable marketing and communications regulationsAll claims by consumers, regulatory agencies, or other third parties related to Client's use of the platform or consumer dataRegulatory fines, penalties, or enforcement actions related to Client's communication activitiesAll litigation costs and damages arising from Client's non-compliance with applicable laws
Lead Source and Consent Issues:
The source, acquisition, quality, or compliance status of any leads or consumer data processed through the platformInadequate, invalid, or improperly obtained consumer consent, including one-to-one consent failuresAll claims arising from Client's lead generation activities and third-party relationshipsViolations of third-party platform policies and related enforcement actions
Client Work and Third-Party Activities:
All claims arising from Client's work for third-party clients and customer relationshipsProfessional liability and service delivery issues related to Client's business operationsClient relationship disputes and performance issues unrelated to platform functionalityAll activities conducted through Client's use of third-party platforms and services
8.2 Immediate Defense Obligation
Upon notice of any claim covered by this indemnification:
Client shall immediately assume defense of such claim with qualified legal counselClient shall not settle any claim without ShiFt AI's prior written consentShiFt AI reserves the right to participate in defense strategy and settlement negotiationsClient bears all costs of defense regardless of claim outcome or validity
8.3 Professional Liability Insurance Requirements
Client agrees to maintain professional liability insurance coverage:
Minimum coverage appropriate to Client's communication activities and potential TCPA exposureEnhanced coverage requirements for high-volume users and Client work activitiesCoverage specifically including TCPA violations and telecommunications regulatory complianceProof of coverage provided to ShiFt AI upon request and annually
9.1 Basic Compliance Foundation (All Users)
All Service users receive foundational compliance support:Automated Compliance Infrastructure:
Real-time Do Not Call registry verification for all communicationsAutomated enforcement of legal communication timing restrictionsBasic compliance monitoring with violation prevention and user notification systemsTechnical tools supporting fundamental TCPA compliance requirements including one-to-one consent
Educational Resources and Training:
Comprehensive TCPA compliance training covering all applicable requirements including 2025 updatesRegular compliance updates reflecting regulatory changes and industry developmentsAccess to compliance resource library and best practices documentationTechnical support for compliance-related Service features and functionality
9.2 Enhanced Compliance Partnership (Premium Users)
Users selecting Enhanced Compliance receive additional protections:Proactive Compliance Monitoring:
Advanced compliance monitoring with personalized compliance dashboards and reportingProactive identification of potential compliance issues with correction recommendationsEnhanced consent verification tools and third-party verification service integrationAdvanced lead generation compliance tools and quality scoring systems
Professional Compliance Support:
Priority access to compliance consultation and technical supportEnhanced compliance training including advanced TCPA requirements and best practicesIndustry compliance networking and professional development opportunitiesCompliance performance optimization and improvement consulting
9.3 Premium Compliance Assurance (Enterprise Users)
Maximum compliance protection for high-volume users:Dedicated Compliance Management:
Assigned compliance officer providing personalized compliance oversight and consultationComprehensive compliance auditing and verification with independent third-party assessmentAdvanced compliance technology access including cutting-edge verification and monitoring toolsCustomized compliance procedures and documentation appropriate to user's specific operations
Maximum Legal Protection and Support:
Comprehensive legal support coordination including compliance litigation defense assistanceExpert witness support and compliance excellence documentation for legal proceedingsMaximum available liability protection under applicable lawIndustry-leading compliance insurance coordination and coverage optimization
10.1 Data Segregation and Platform Neutrality
Client acknowledges that ShiFt AI maintains strict data segregation and does not:
Share client data between accounts or with third partiesMake decisions about lead targeting, contact strategies, or business operationsParticipate in lead generation planning, execution, or optimizationProvide advice on consumer contact methods or compliance strategies beyond platform functionality
10.2 Record Retention Requirements
Client must maintain complete records of:
Lead source documentation and acquisition methodsConsent acquisition records including one-to-one consent verificationOpt-out requests and compliance with consumer preferencesAll communications with consumers including timestamps and contentCompliance training records and procedure documentationProfessional liability insurance coverage and legal counsel arrangements
11.1 Enhanced Liability Protection
IN NO EVENT SHALL SHIFT AI BE LIABLE FOR ANY DAMAGES ARISING FROM CLIENT'S NON-COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO TCPA VIOLATIONS, REGULATORY FINES, CONSUMER CLAIMS, OR LEAD GENERATION ACTIVITIES.Graduated Liability Protection Based on Compliance Participation:Basic Protection (All Users):
Company liability limited to total fees paid by user in twelve (12) months preceding any claimExclusion of consequential, incidental, special, and punitive damages except where prohibited by lawNo liability for regulatory fines, penalties, or sanctions imposed on usersEnhanced protection for users demonstrating good faith compliance efforts
Enhanced Protection (Enhanced Compliance Users):
Increased liability limitation reflecting enhanced compliance participation and platform investmentPriority legal support and expert witness coordination for compliance-related mattersPlatform advocacy and support for users facing compliance-related legal challengesEnhanced indemnification protections reflecting user compliance excellence demonstration
Maximum Protection (Premium Compliance Users):
Maximum liability protection available under applicable lawComprehensive legal support including compliance litigation defense coordinationExpert witness support and compliance excellence documentation for legal proceedingsIndustry-leading protection reflecting premium compliance investment and performance
11.2 Technology System Safe Harbor Protection
ShiFt AI's liability is further limited by its role as a technology system provider:
Platform provider safe harbor protection for technology-only servicesNo liability for user-generated content, business decisions, or compliance choicesLimited liability for platform technical functionality and standard featuresEnhanced protection through demonstrable technology neutrality and operational independence
12.1 Good Faith Negotiation and Technical Resolution
Mandatory sixty (60) day good faith negotiation period for all disputes:
Technical support escalation process for platform-related issues and concernsCompliance consultation availability for compliance-related disputes and questionsBusiness resolution procedures for commercial disputes and relationship issuesProfessional mediation option for disputes not resolved through good faith negotiation
12.2 Arbitration Framework with Consumer Protection
Commercial User Arbitration:
Binding arbitration for business users under American Arbitration Association Commercial RulesIndustry-experienced arbitrators with telecommunications and compliance expertiseReasonable arbitration location selection and cost allocation based on dispute size and complexity
Consumer Protection Arbitration:
Enhanced consumer protection arbitration rules for individual consumer usersConsumer-friendly cost allocation and location selection for consumer disputesConsumer right to opt out of arbitration requirement within sixty (60) days of Agreement acceptance
13.1 Ongoing Compliance Obligations
Client acknowledges that telecommunications and marketing regulations, including TCPA requirements, are subject to frequent changes and agrees to:
Stay current with all applicable requirements including one-to-one consent rulesImplement necessary changes to maintain compliance with evolving regulationsParticipate in ShiFt AI's compliance update programs and training initiativesMaintain compliance with both existing and future regulatory requirements
13.2 Terms Updates for Regulatory Changes
ShiFt AI reserves the right to update these Terms to reflect changes in applicable laws and regulations:
Advance notice provided for material terms changes affecting compliance obligationsEnhanced protection and grandfathering for existing users where legally permissibleContinued use of services constitutes acceptance of updated TermsAlternative service options for users unable to accept material terms changes
14.1 Immediate Implementation (Effective Date - 30 Days)
Essential protection and compliance infrastructure deployment:
Core TCPA compliance infrastructure including one-to-one consent verificationAutomated Do Not Call registry verification and blocking systemsBasic compliance training and certification programs for all usersFull liability protection framework activation with enhanced protection for compliance participants
14.2 Enhanced Implementation (30-90 Days)
Advanced compliance features and enhanced protection deployment:
Next-generation compliance monitoring and verification systemsEnhanced lead generation compliance tools and cross-platform coordinationComplete Enhanced and Premium Compliance Assurance Program implementationAdvanced third-party compliance service integration and coordination
15.1 Legal Understanding and Voluntary Acceptance
User acknowledges:
Thorough review and understanding of all Agreement provisions including liability allocation and compliance requirementsAdequate opportunity for legal consultation and professional review of Agreement termsVoluntary acceptance without duress and understanding of alternatives availableUnderstanding of TCPA compliance requirements including one-to-one consent obligations and potential liability exposure
15.2 Maximum Protection Acknowledgment
User acknowledges that this Agreement:
Provides maximum available legal protection through comprehensive compliance excellence frameworkTransforms compliance requirements into competitive advantages through industry-leading programsEstablishes long-term partnership for compliance excellence and mutual protectionCreates opportunities for industry leadership and professional development through compliance excellence
16.1 Federal Law Primacy
This Agreement is governed by applicable United States federal law including TCPA, CAN-SPAM Act, and federal telecommunications regulations, with federal court jurisdiction for disputes involving federal telecommunications law and compliance.16.2 Severability and Consumer Protection
If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. Enhanced consumer protection provisions ensure enforceability under applicable state law with unconscionability prevention through reasonable terms and balanced obligation allocation.
Available to all users at no additional costCore Features:
Automated TCPA compliance monitoring including one-to-one consent verificationReal-time Do Not Call registry verificationBasic compliance training (8 hours annually) including 2025 TCPA updatesTechnical support for compliance featuresStandard liability protection (12-month fee cap)
Premium service tier for advanced protectionEnhanced Features:
Proactive compliance monitoring with personalized dashboardsAdvanced compliance training (20 hours annually) including one-to-one consent requirementsPriority technical support and professional liability insurance coordinationEnhanced liability protection (24-month fee cap)Lead generation compliance scoring and cross-platform coordination
Enterprise-level maximum protection serviceMaximum Protection Features:
Dedicated compliance officer support with customized proceduresComprehensive compliance auditing and regulatory consultation servicesMaximum liability protection available under lawLegal support coordination and expert witness assistanceIndustry-leading compliance technology access and customization
Activities that violate this Agreement and may result in Service termination:TCPA Violations:
Knowing transmission of communications without proper one-to-one consentWillful violation of Do Not Call registry requirementsIntentional circumvention of compliance monitoring systemsProviding false information regarding consent status or lead sources
Platform Abuse:
Attempting to access other users' data or communicationsInterfering with Service technical infrastructure or compliance systemsReverse engineering or attempting to compromise Service security
Graduated enforcement emphasizing education and improvement:Level 1: Educational Intervention
Immediate compliance training requirement including one-to-one consent educationEnhanced monitoring during improvement period with technical assistanceProfessional consultation for compliance enhancement
Level 2: Enhanced Compliance Requirement
Mandatory upgrade to Enhanced Compliance PartnershipComprehensive compliance improvement plan with professional consultationThird-party compliance verification and monitoring
Level 3: Service Restrictions
Temporary limitation of Service features pending compliance improvementMandatory completion of Premium Compliance training and certificationIndependent compliance auditing requirement with ongoing monitoring
Level 4: Service Termination
Reserved for persistent non-compliance after comprehensive supportFull documentation of education and improvement effortsAppeal process with industry expert review and alternative resolution options
SHIFT AI, INC.By: _________________________
Name: David J. Christman
Title: Chief Executive Officer
Date: January 1, 2025USER ACCEPTANCEBy clicking "I Accept" or using the Service, you agree to all terms and acknowledge:☐ I acknowledge that I have read and understand this Agreement including TCPA compliance obligations
☐ I confirm that I have had adequate opportunity for legal review
☐ I agree to participate in the appropriate Compliance Assurance Program
☐ I commit to good faith compliance with all applicable laws including one-to-one consent requirements
☐ I understand ShiFt AI's role as a technology system provider and my exclusive responsibility for lead generation compliance
This Terms of Service Agreement provides maximum legal protection for Shift AI while establishing industry-leading compliance standards that benefit all users. The comprehensive framework transforms regulatory requirements into competitive advantages while ensuring enforceability and fairness for all parties.Document Version: 2.0
Legal Review: January 1, 2025
Compliance Certification: January 1, 2025
Effective Date: January 1, 2025
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