Terms and Conditions

Effective Date: November 5, 2025

These Terms and Conditions constitute a legally binding agreement between you and Tideshift governing your use of our website and services. By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

These terms supplement and should be read in conjunction with our Terms of Service and Privacy Policy. If there is any conflict between these documents, these Terms and Conditions shall take precedence.

Definitions

User Obligations and Responsibilities

Indemnification

You agree to indemnify, defend, and hold harmless Tideshift and its officers, directors, employees, agents, affiliates, and partners from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

• 1. Your use or misuse of our services
• 2. Your violation of these Terms and Conditions or any applicable laws or regulations
• 3. Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• 4. Any content, materials, or information you provide to us
• 5. Your implementation or use of strategies, recommendations, or deliverables provided by Tideshift

Disclaimers and Warranties

Limitation of Liability

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our engagement. Confidential information includes business strategies, financial information, client lists, trade secrets, and any information marked as confidential or that a reasonable person would understand to be confidential.

This confidentiality obligation shall survive the termination of our engagement and shall continue for a period of three years from the date of disclosure. Exceptions include information that is publicly available, independently developed, or required to be disclosed by law.

Intellectual Property Rights

Termination

Either party may terminate our services in accordance with the terms specified in the applicable service agreement. Unless otherwise stated, termination requires written notice of at least 30 days. Upon termination, you remain obligated to pay for all services rendered up to the termination date.

We reserve the right to immediately terminate or suspend your access to our services if you violate these Terms and Conditions, engage in fraudulent activity, or fail to make required payments. Provisions regarding confidentiality, indemnification, limitation of liability, and intellectual property shall survive termination.

Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. Any legal action or proceeding arising out of or related to these terms shall be brought exclusively in the state or federal courts located in San Francisco County, California, and you consent to the jurisdiction of such courts.

Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.

Dispute Resolution

In the event of any dispute arising from or relating to these Terms and Conditions or our services, the parties agree to first attempt to resolve the dispute through good faith negotiations. If negotiations do not result in a resolution within 30 days, either party may pursue mediation before filing any legal action.

If mediation is unsuccessful within 60 days, either party may pursue other available legal remedies. Nothing in this section shall prevent either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction as necessary to protect its rights.

Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms and Conditions due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, epidemics, pandemics, labor disputes, or telecommunications failures. The affected party shall provide prompt notice of such circumstances and shall use reasonable efforts to resume performance as soon as possible.

Entire Agreement

These Terms and Conditions, together with our Terms of Service, Privacy Policy, and any applicable service agreements, constitute the entire agreement between you and Tideshift regarding our services and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral. No modification or amendment to these terms shall be binding unless made in writing and signed by both parties.

Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these terms, and the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.

Waiver

No waiver of any term or condition of these Terms and Conditions shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

Modifications to These Terms

We reserve the right to modify these Terms and Conditions at any time. Material changes will be communicated to you via email or through a prominent notice on our website. Your continued use of our services following any changes constitutes acceptance of the modified terms. We encourage you to review these terms periodically to stay informed of any updates.