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Terms of Service

Last updated: May 2025

Welcome to Downshift! By accessing our website or engaging our services, you agree to these terms. Please read them carefully before proceeding.

1. Services

We offer consulting, technical development, and strategic support for startup founders. Each engagement is unique and will be defined by:

  • Detailed scope of work
  • Project timeline and milestones
  • Specific deliverables
  • Client and Downshift responsibilities

These details will be outlined in each individual Statement of Work or client agreement. We reserve the right to decline projects that fall outside our area of expertise or violate our ethical standards.

2. No Guarantees

While we are committed to helping you succeed, we make no guarantees regarding:

  • Funding outcomes
  • User acquisition or growth
  • Product-market fit
  • Business success metrics

Performance depends on various factors including market conditions, execution quality, and external circumstances beyond our control. We will provide our best efforts and expertise, but cannot guarantee specific results.

3. Intellectual Property

Our intellectual property terms are as follows:

  • Clients retain ownership of their existing intellectual property
  • All custom deliverables become client property upon full payment
  • We may use open-source or third-party components under their respective licenses
  • Any third-party components will be disclosed, and clients must comply with their licenses

Specific IP arrangements may be modified by written agreement between the parties.

4. Use of Our Website

When using our website, you agree to:

  • Not attempt to access unauthorized systems or data
  • Not scrape data or deploy automated bots
  • Not test for vulnerabilities without permission
  • Not engage in any activity that could harm the site or other users

We reserve the right to restrict or terminate access at our discretion, particularly in cases of abuse or illegal activity.

5. Payments

Our payment terms include:

  • Payments must be made in full according to the invoicing schedule in your agreement
  • Projects may be paused after 7 days of nonpayment
  • After 7 days of nonpayment, we reserve the right to terminate the project
  • Partial work completed will be billed accordingly
  • Deposits are non-refundable once work has commenced, unless otherwise agreed in writing

6. Confidentiality

We take confidentiality seriously:

  • All shared information is treated as confidential unless publicly available
  • We won't share or use your information outside our direct engagement
  • Confidentiality obligations survive the end of our engagement
  • We may disclose information if required by law

7. Liability

Our liability is limited as follows:

  • To the fullest extent permitted by law, our liability is capped at the total fees paid for the specific project giving rise to the claim
  • We are not liable for indirect, incidental, or consequential damages, including:
    • Lost profits or revenue
    • Investor decisions or funding outcomes
    • Delays caused by third parties
    • Business interruption

8. Legal Jurisdiction

These terms are governed by the laws of the State of California. Any disputes will be resolved in courts located in California. We may agree to binding arbitration as an alternative to litigation, at our discretion.

9. Changes to Terms

We may update these terms periodically. Continued use of our website or services after updates implies acceptance of the new terms. We will notify you of significant changes via email or website notice.

10. SMS & Messaging Consent

If you opt in to receive text messages from us, we may send transactional messages such as alerts, project reminders, or updates related to your engagement with Downshift. These messages are:

  • Sent only after explicit opt-in (no pre-checked boxes)
  • Used for account-related or project-specific communication only
  • Opt-out any time by replying STOP
  • Message and data rates may apply

All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

11. Contact

For questions about these terms or to discuss specific arrangements, please contact us at hello@downshiftit.com or call us at (310) 905-8680.