Terms of Service
1. Parties and Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between Digital Residuals LLC, a Florida limited liability company doing business as Dividend Shift ("Company," "we," "us," or "our"), and you ("Client," "Partner," "User," or "you"). These Terms govern your access to and use of all Company websites, including dividendshift.com, client.dividendshift.com, join.dividendshift.com, and all associated subdomains, as well as any programs, training materials, tools, coaching, licensing arrangements, or services provided by the Company (collectively, the "Services").
By accessing any Company website, submitting an application, enrolling in a program, or making a purchase, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
2. Eligibility
You must be at least 18 years of age and legally capable of entering into a binding contract under applicable law to use our Services. By using the Services, you represent and warrant that you meet these requirements. The Company reserves the right to refuse service to any person or entity at its sole discretion.
The Services are intended for individuals located in the United States and Canada. Access from other jurisdictions is not prohibited but is subject to local laws and regulations, which are your sole responsibility to comply with.
3. Description of Services
Dividend Shift provides business education, coaching, licensing, and operational support services related to the deployment and management of crypto payment terminals and merchant payment processing solutions. Services may include, but are not limited to:
- Business licensing and onboarding programs
- Training materials, video content, and written guides
- Access to client-facing portals, calculators, and tools
- Ongoing coaching, strategy sessions, and support calls
- Introductions to merchant networks and payment processing partners
- Community access and peer networking
The Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without prior notice. We will make reasonable efforts to notify active clients of material changes.
4. Enrollment, Fees, and Payment
4.1 Program Fees
Access to Company programs requires payment of applicable fees as disclosed at the time of enrollment. All fees are stated in U.S. dollars. The Company reserves the right to change pricing at any time; however, price changes will not affect existing enrolled clients during their current program term.
4.2 Payment Processing
Payments are processed through third-party payment processors. By submitting payment, you authorize the Company and its payment processors to charge the applicable fees to your designated payment method. You represent that you are authorized to use the payment method provided.
4.3 Taxes
You are solely responsible for any applicable taxes, duties, or levies arising from your purchase or participation in Company programs. The Company does not collect or remit taxes on your behalf except as required by applicable law.
5. Refund Policy
Due to the nature of digital education and licensing services, which are delivered immediately upon enrollment, all sales are final and non-refundable unless otherwise stated in a separate written agreement signed by an authorized representative of the Company.
If you believe you have been charged in error, contact us at [email protected] within 7 days of the charge. The Company will review the matter and respond within 10 business days. Initiating a chargeback or payment dispute without first contacting the Company constitutes a material breach of these Terms and may result in immediate termination of your access to all Services.
6. Intellectual Property
6.1 Company Content
All content provided through the Services, including but not limited to training materials, videos, written guides, calculators, scripts, templates, branding, logos, and website content (collectively, "Company Content"), is the exclusive intellectual property of Digital Residuals LLC or its licensors. All rights are reserved.
6.2 Limited License
Upon enrollment and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use Company Content solely for your own personal business purposes in connection with operating a Dividend Shift-licensed payment business. This license does not permit you to:
- Copy, reproduce, distribute, or publicly display Company Content
- Sell, sublicense, or transfer access to Company Content to any third party
- Modify, create derivative works from, or reverse-engineer any Company Content
- Use Company Content for any competitive purpose or to train competing programs
- Share login credentials or portal access with individuals who have not enrolled
6.3 Your Content
You retain ownership of any content you submit to the Company (e.g., testimonials, feedback, application responses). By submitting such content, you grant the Company a perpetual, worldwide, royalty-free license to use, reproduce, and display that content in connection with the Company's marketing, promotional, and operational activities.
7. Confidentiality
As a client or partner of Dividend Shift, you may receive access to proprietary information, including but not limited to business systems, merchant acquisition processes, pricing structures, partner networks, and operational playbooks ("Confidential Information"). You agree to:
- Keep all Confidential Information strictly confidential
- Not disclose Confidential Information to any third party without prior written consent from the Company
- Use Confidential Information solely for the purpose of operating your licensed Dividend Shift business
- Promptly notify the Company if you become aware of any unauthorized disclosure
This confidentiality obligation survives termination of your enrollment or relationship with the Company.
8. No Income Guarantee; Earnings Disclaimer
The Company provides business education and operational support. The Company makes no guarantee of income, profit, or specific results from participation in any program or use of any Service. Individual outcomes vary significantly based on factors including, but not limited to, market conditions, geographic location, individual effort, business acumen, and economic environment.
Any income figures, case studies, or client results referenced in Company materials are illustrative examples only and are not representative of average or typical results. Past performance of any client or partner does not guarantee or predict future results for any other individual.
For the complete Earnings Disclaimer, visit client.dividendshift.com/earningsdisclaimer.
9. Prohibited Conduct
You agree not to engage in any of the following conduct in connection with the Services:
- Violating any applicable federal, state, local, or international law or regulation
- Misrepresenting your identity, qualifications, or affiliation with the Company
- Using the Company's name, brand, or materials without express written authorization
- Disparaging, defaming, or making false statements about the Company, its officers, employees, or clients
- Interfering with or disrupting the integrity or performance of any Company website or system
- Attempting to gain unauthorized access to any Company system, account, or data
- Engaging in any fraudulent, deceptive, or misleading conduct in connection with your business operations
- Soliciting Company clients or partners for competing programs or services
Violation of any provision of this Section may result in immediate termination of your access to all Services without refund, and may subject you to legal liability.
10. Term and Termination
10.1 Term
These Terms remain in effect for as long as you access or use any Company Service, unless earlier terminated as provided herein.
10.2 Termination by Company
The Company reserves the right to suspend or terminate your access to any or all Services at any time, with or without cause, and with or without notice, including but not limited to situations where you have violated these Terms, engaged in fraudulent or abusive conduct, or initiated a chargeback or payment dispute.
10.3 Termination by You
You may discontinue use of the Services at any time. Discontinuation does not entitle you to a refund of any fees paid. Obligations that by their nature should survive termination — including confidentiality, intellectual property, indemnification, and dispute resolution provisions — shall survive.
11. Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANY RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DIGITAL RESIDUALS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
13. Indemnification
You agree to indemnify, defend, and hold harmless Digital Residuals LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your business operations conducted under or in connection with any Company program or license; or (e) any third-party claim arising from your conduct.
14. Dispute Resolution
14.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.
14.2 Mandatory Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Miami-Dade County, Florida, or via video conference if mutually agreed. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
14.3 Class Action Waiver
You agree that any arbitration or legal proceeding shall be conducted solely on an individual basis. You waive any right to participate in a class action lawsuit or class-wide arbitration against the Company.
14.4 Exceptions
Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, including but not limited to unauthorized use of intellectual property or breach of confidentiality obligations.
15. Third-Party Services and Links
The Services may contain links to or integrations with third-party websites, platforms, or services (e.g., payment processors, merchant network partners, review platforms). The Company does not endorse, control, or assume responsibility for any third-party content, products, or services. Your use of third-party services is governed solely by the terms and policies of those third parties.
16. Modifications to These Terms
The Company reserves the right to modify these Terms at any time. When changes are made, the "Last Updated" date at the top of this page will be revised. Your continued use of the Services after any modification constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must immediately cease use of the Services.
For material changes, the Company will make reasonable efforts to provide notice via email or through the client portal.
17. Entire Agreement; Severability
These Terms, together with the Privacy Policy and Earnings Disclaimer incorporated by reference, constitute the entire agreement between you and the Company with respect to the Services and supersede all prior agreements, representations, and understandings. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
18. Contact Us
For questions, concerns, or notices related to these Terms of Service, contact:
Digital Residuals LLC d/b/a Dividend Shift
Email: [email protected]
Website: dividendshift.com
By using any Dividend Shift website, service, or application, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.