General Services Terms (Master Services Agreement)

Effective Date: July 9, 2026

Welcome to Shiftacy(operating under Affixent LLC). This Terms of Service and Master Services Agreement ("Agreement") outlines the standard terms, conditions, and operational commitments governing all engagements with our firm. This includes our Expansion Epics (The Clear Epic™, The Lift Epic™, The Soar Epic™), Systems / Technology Assessments & Audits, Bootcamps, Tech Advisory & Governance, Enterprise Diagnostic Retainers, and any bespoke consulting services (collectively, the "Services").

By engaging Shiftacy—whether by checking the "I agree to the General Services Terms" box, completing a transaction via our authorized payment portal, or signing a Statement of Work (SOW)—the Client acknowledges that this action serves as a legally binding electronic signature. No physical signature is required to commence work.

Pre-Existing Agreements & Order of Precedence: If you are a client with a pre-existing, mutually signed contract or Master Services Agreement executed prior to the effective date of this document, that pre-existing agreement shall remain in full force and effect and will be governed exclusively by its own terms. Furthermore, in the event of any direct conflict between these General Services Terms and a specifically negotiated, mutually signed Statement of Work (SOW) or custom agreement, the terms of the specific signed agreement shall prevail for that engagement.

1. Fees, Payment, & "No Refunds" Policy

Fees are outlined on the selected Checkout Page, Proposal, or Statement of Work. Upfront payments and retainers are deemed earned upon receipt.

Due to the immediate allocation of engineering resources, strategic planning, and access to our intellectual property, all payments are final and non-refundable once work commences. Once the Strategy Kickoff or Onboarding sequence has been initiated, no refunds will be issued under any circumstances.

Chargebacks and Payment Disputes: By completing a purchase, Client agrees to our strict no-refund policy. In the event of a credit card dispute or chargeback, Provider will immediately suspend all ongoing services, revoke access to any delivered intellectual property or software systems, and submit this Agreement, along with proof of service, to the payment processor. Client agrees that any unjustified chargebacks will be subject to a $500 administrative fee, plus all collection and legal costs, and may result in immediate referral to a third-party collections agency or legal counsel.

2. Third-Party Software & Subscription Limits

Our fees cover the strategic architecture, labor, and build execution required to deliver the Services. It does not include the cost of third-party software subscriptions required to run the systems (e.g., Make.com, TaxDome, Zapier, ClickUp, OpenAI API tokens, server hosting). The Client is solely responsible for purchasing and maintaining all software licenses and API consumption costs as recommended by the Provider.

3. The 180-Day Project Timeline & Expiration (Expansion Epics & Projects)

Unless otherwise stated in a specific SOW, all structured productized services (like Expansion Epics and Assessments) operate on a strict 180-day (6-month) lifecycle from the date of purchase. Our ability to execute depends entirely on your timely feedback. If a project is stalled or delayed due to Client unresponsiveness, failure to provide necessary assets, or failure to schedule required onboarding meetings, the engagement will automatically expire at 180 days. Reactivating an expired project requires a new agreement and an operational reactivation fee.

4. Scope of Work & Out-of-Scope Requests

The specific deliverables for your engagement are defined in your Proposal, Checkout Page, or SOW. Shiftacy maintains strict scope boundaries to ensure project velocity. Any requests for additional features, integrations, or services outside the original scope must be documented in writing and may require a separate Change Order and additional fees. We reserve the right to decline out-of-scope requests to protect the integrity and timeline of the core deliverable.

5. Service-Specific Guarantees & Constraints

We stand behind the outcomes of our specialized frameworks. Specific service lines carry unique performance guarantees, which are strictly governed by the constraints below. If a service is not explicitly listed here or in your specific Statement of Work, no outcome guarantee applies.

A. Expansion Epics: The "Additional Capacity" Guarantee

For clients enrolled in our Expansion Epics, Provider guarantees the implemented system will recover the operational capacity to manage a specified number of additional high-ticket clients by Day 180 of the engagement. If this capacity metric is not achieved, Provider will continue to work for free until the capacity outcome is met. This guarantee applies as follows:

• The Clear Epic™: System capacity for 5 to 10 new high-ticket clients.
• The Lift Epic™: System capacity for 10 to 15 new high-ticket clients.
• The Soar Epic™: System capacity for 30+ new high-ticket clients.

Constraints on Guarantee: This is NOT a guarantee that the Client will successfully sell, find, or onboard the additional clients, but merely that the operational capacity to manage them will exist. This guarantee requires full Client compliance with the execution roadmap, timely feedback, and attendance at required strategy sessions. Unused resources or guarantee eligibility cannot be transferred to out-of-scope tasks or delayed past the 180-day lifecycle due to Client inaction.

B. Other Services (Assessments, Bootcamps, Advisory)

Guarantees for Systems / Technology Assessments, Bootcamps, and Tech Advisory & Governance are strictly limited to the professional delivery of the outlined technical assets and strategic frameworks, unless a specific, performance-based guarantee is explicitly defined in writing in the Client's custom Statement of Work.

6. Absolute Intellectual Property Protection & Workpapers

Upon full payment, Client retains rights to the final customized deliverables (the specific output of our work) and their own underlying business data, templates, workpapers and / or pre-existing technology.

Shiftacy (Affixent LLC) retains all ownership and Intellectual Property (IP) rights to the underlying frameworks, methodologies, automation scripts, API bridges, background code architecture, and workpapers.

Engaging our services does not, and will never, grant any "Work Made For Hire" rights or licenses to our underlying intellectual property. Our proprietary code, frameworks, and workpapers may not be copied, reverse-engineered, or distributed to third parties without our explicit written consent. We retain the right to reference the engagement (including sanitized data, metrics, and case studies) for portfolio and marketing purposes unless expressly prohibited in writing prior to purchase.

7. Independent Contractor Status (The Enterprise Firewall)

Shiftacy and its personnel (including our specialized independent contractors) act strictly as independent contractors. Nothing in this Agreement creates an employer-employee, partnership, or joint venture relationship. We maintain sole discretion over our methods of execution, hours of work, and the specific personnel assigned to deliver the outcomes.

8. Non-Solicitation & Placement Fee

Shiftacy invests significant resources in vetting and training top-tier talent. During this Agreement and for twelve (12) months following its termination, Client agrees not to solicit, employ, or contract Shiftacy's personnel or contractors. Should Client desire to hire any of our personnel directly, Client agrees to pay Shiftacy a standard agency placement fee equal to thirty percent (30%) of the individual's first-year annualized compensation prior to transition.

9. Confidentiality, Data Security, & AI Zero-Data Policy

Both parties agree to hold all proprietary and Confidential Information (financial data, client lists, IP frameworks) in strict confidence for a period of two (2) years.

AI Zero-Data Retention: When implementing AI solutions for your business, we integrate via API with AI providers configured to opt-out of data sharing for training overarching AI models. We rely on the enterprise agreements of these AI providers to enforce this standard and make commercially reasonable efforts to ensure your proprietary data remains secure.

We utilize commercially reasonable technical security measures, including third-party electronic systems (e.g., Stripe, Make.com). Client acknowledges that we are not liable for unauthorized breaches by third-party software vendors beyond our direct control, barring gross negligence on our part.

10. Limitation of Liability

We guarantee our services will meet the highest standards of professional accuracy and transparency. However, we do not guarantee specific financial outcomes, lead generation metrics, or business success outside of the explicit technical deliverables outlined in your SOW.

To the fullest extent permitted by law, Provider shall not be liable for indirect, incidental, consequential, or punitive damages (including lost profits, business interruption, or data loss). Provider's total liability is strictly limited to the specific fees paid by the Client under this Agreement in the 12 months preceding the claim.

11. Termination, Modification & Dispute Resolution

• Termination: Either party may terminate an ongoing consulting retainer with written notice as defined in the specific SOW. Fixed-fee Epics, Assessments, and Bootcamps are non-refundable. Upon any termination, Client is responsible for all unbilled work and costs incurred up to the termination date.
• Modification: Any modifications to this agreement or scope must be in writing.
• Dispute Resolution: Any claim or controversy regarding fees or scope shall be resolved via binding arbitration with the American Arbitration Association. The prevailing party in any legal action to enforce this agreement shall be awarded its legal fees and costs.
• Governing Law: This Agreement is governed by the laws of the State of Ohio.

12. Contact & Notices

If you have questions regarding these General Services Terms, please contact us at:

Shiftacy (Affixent LLC)
Email: legal@shiftacy.com
Website: www.shiftacy.com