Online Services Agreement

1. Parties & acceptance

This Online Services Agreement ("Agreement") is between SideB Consulting Studio, a brand of Sideb Studio LLC, a California limited liability company ("SideB," "we") and the person or entity purchasing the Services ("Client," "you"). By clicking "Pay," submitting a booking, or completing checkout, you agree to be bound by this Agreement and acknowledge that you have authority to bind your organization, if applicable.

2. The Services

2.1 Sessions

A "Session" is a single fixed-duration meeting (e.g. Discovery Session, Pipeline Diagnostic). Sessions are delivered remotely by video conference unless otherwise agreed.

2.2 Packages

A "Package" is a multi-session or multi-week fixed-scope engagement (e.g. Enablement Sprint, Margin Performance Audit). Each package's scope and deliverables are described on its services page at the time of purchase.

2.3 Studio Retainer

The "Studio Retainer" is a recurring monthly engagement billed in advance. It includes one strategy session per month plus the access described on the services page at the time of purchase. Either party may cancel for any reason (see Section 6.3).

2.4 Custom packages & custom retainer terms

The on-site catalog represents SideB's standard offerings. The Studio Retainer in particular is mutually scoped at activation — the included items shown on the website are illustrative examples, not a fixed checklist. If you need a custom package (different scope, duration, deliverables, or team-sized engagement) or non-standard retainer terms — including any retainer arrangement that contemplates more than ten (10) hours of face time per month, annual prepay, multi-seat access, custom SLA, or different cadence — please chat with us. Such custom arrangements are scoped under a written quote that, once signed, attaches as a legal addendum to this Online Services Agreement — see Section 13.

2.5 What the Services are not

• Not a substitute for legal, accounting, tax or investment advice.
• Not a guarantee of any specific revenue, margin, pipeline or business outcome.
• Not exclusive — SideB may work with other clients in adjacent industries.

3. Payment

All amounts are in U.S. dollars and processed by Stripe. Sessions and Packages are charged in full at booking. The Studio Retainer is charged in advance for the first month at activation; subsequent months are billed manually by SideB until native subscription billing is enabled. You authorize SideB (via Stripe) to charge the payment method you provide for the amounts due.

4. Scheduling & rescheduling

• You select an available time slot at checkout. Your booking is confirmed once payment is successful.
• You may reschedule a Session at no cost up to 48 hours before the scheduled start time, subject to SideB's available calendar.
• Rescheduling inside 48 hours is at SideB's discretion and may forfeit the Session.
• No-shows forfeit the Session and are not refundable.

5. Refund policy — online engagements

The following refund policy applies to all Services purchased online through sideb.io. For customized project quotes, the refund treatment below applies except where the signed quote includes a refund-addendum, in which case the quote's refund terms supersede this section to the extent of any conflict.

5.1 Sessions (single-session purchases)

• Cancel 48+ hours before the Session: 100% refund OR free reschedule, your choice.
• Cancel within 48 hours of the Session: non-refundable. One reschedule may be offered at SideB's discretion.
• No-show: non-refundable.
• SideB cancels: 100% refund or free reschedule, your choice.

5.2 Packages (multi-session / multi-week)

• Within 7 days of purchase, before work begins: 100% refund.
• After work begins: pro-rated refund of the unused portion of the package, calculated by the number of deliverables or sessions remaining, minus a 15% administrative fee.
• Once all deliverables have been provided: non-refundable.

5.3 Studio Retainer

• A 30-day written cancellation notice is required. Cancellation takes effect at the end of the billing month in which the 30-day notice expires.
• Wind-down review. A cancellation notice triggers a wind-down review in which SideB and Client align on any in-flight workstreams. SideB will accommodate remaining deliverables to the best of its ability based on scope, complexity, and the status of in-flight work; some items may be re-scoped, deferred, or excluded depending on what can reasonably be completed within the wind-down window.
• Previous months are considered delivered. Regardless of the wind-down scope, all months billed prior to the cancellation-effective date are deemed delivered under this Agreement and are non-refundable.
• The current month is non-refundable once the month has begun, because the retainer's value (Slack access, async reviews, priority response) is earned across the month and not at a single event.
• If you prepaid for months beyond the cancellation-effective date, those unused future months are refunded in full within 14 days of the effective date.
• If SideB cancels the retainer for reasons other than your material breach, the current month is pro-rated and refunded and the 30-day notice requirement is waived.

5.4 How to request a refund

Email rev@sideb.io with the booking confirmation reference. Eligible refunds are issued to the original payment method via Stripe within 14 business days of approval. Chargebacks initiated before contacting us may be disputed.

5.5 Statutory refund rights

Nothing in this Agreement limits any non-waivable refund rights you may have under applicable consumer-protection law (including the EU consumer-rights directive and state-level U.S. laws).

6. Your responsibilities

• Provide accurate, complete intake information.
• Provide reasonable cooperation, decision-makers and data access required to deliver the Service.
• Keep your login credentials confidential.
• Use the Services only for lawful business purposes.

7. Intellectual property

Deliverables created specifically for you during an engagement (reports, models, playbooks, dashboards) are owned by you upon full payment, with a perpetual royalty-free license back to SideB to use anonymized, aggregated learnings in our internal methodology. SideB retains ownership of its pre-existing tools, frameworks and general know-how. You may not resell or sublicense SideB's deliverables outside your organization without written consent.

8. Mutual non-disclosure (NDA)

This Section 8 is the mutual non-disclosure agreement ("NDA") between SideB and Client for all engagements under this Agreement, including any customized project quote addendum. No separate NDA document is required; by accepting this Agreement, both parties accept the obligations set out below.

8.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Services, whether oral, written, electronic, or visual — that is either marked as confidential, identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature and the circumstances. Without limitation, Confidential Information includes business plans, pricing, customer and vendor data, payment-stack architecture, source code, financial information, KPIs, processor and scheme communications, personally identifiable information, and the existence and terms of this Agreement and any quote addendum.

8.2 Permitted use & access

Recipient will (a) use Confidential Information solely to perform under this Agreement, (b) limit access to its employees, contractors, and professional advisors who have a genuine need to know and who are bound by written confidentiality obligations at least as protective as this Section 8, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance — and in no event less than reasonable care.

8.3 Exclusions

Confidential Information does not include information that Recipient can demonstrate by contemporaneous written records: (a) was rightfully known to it, without restriction, before disclosure by Discloser; (b) is or becomes publicly available through no act or omission of Recipient; (c) was independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is rightfully received by Recipient from a third party without a duty of confidentiality.

8.4 Legally required disclosure

If Recipient is legally compelled (by subpoena, court order, or regulatory request) to disclose Confidential Information, Recipient will, to the extent legally permitted, give Discloser prompt written notice and reasonable cooperation in seeking a protective order or other appropriate remedy, and will disclose only that portion of the Confidential Information that is legally required.

8.5 No license; ownership retained

Disclosure of Confidential Information grants Recipient no license, title, or interest in Discloser's intellectual property, trademarks, or know-how. All Confidential Information remains the sole property of the Discloser.

8.6 Return or destruction

On termination of this Agreement or upon Discloser's written request, Recipient will, at Discloser's option, return or securely destroy all Confidential Information in its possession or control. Recipient may retain (a) one archival copy in its legal-compliance files solely to administer this Agreement, and (b) copies residing in routine system backups pending automated deletion — in each case subject to the continuing obligations of this Section 8.

8.7 Term & survival

The obligations in this Section 8 begin on the earlier of (i) acceptance of this Agreement or (ii) the first disclosure of Confidential Information, and survive for three (3) years after the engagement ends. Obligations with respect to trade secrets continue for so long as the information qualifies as a trade secret under applicable law.

8.8 Equitable relief

The parties acknowledge that monetary damages may be an inadequate remedy for a breach of this Section 8, and that the non-breaching party is entitled to seek injunctive or other equitable relief — in addition to any other available legal remedies — without the requirement of posting a bond, in the courts identified in Section 14.

8.9 No warranty of accuracy

Confidential Information is provided "as is" for purposes of this Section 8. No party makes any warranty, express or implied, regarding the accuracy, completeness, or fitness for any purpose of its Confidential Information beyond the warranties stated elsewhere in this Agreement.

9. Warranties & disclaimers

SideB will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS," AND SIDEB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. No specific business outcome is guaranteed.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SideB's total aggregate liability arising out of or relating to the Services will not exceed the amount actually paid by Client to SideB for the specific Service giving rise to the claim during the twelve (12) months preceding the event. This cap does not apply to a party's indemnification obligations, breaches of confidentiality, or willful misconduct.

11. Indemnification

Each party will indemnify the other against third-party claims arising from (a) its own willful misconduct or gross negligence, or (b) infringement by content or data it provides.

12. Term & termination

Sessions and Packages terminate on delivery. The Studio Retainer continues until cancelled by either party. SideB may suspend or terminate access for material breach (including non-payment) with reasonable notice and an opportunity to cure where applicable.

13. Custom projects (quote addenda)

If you submit a project brief through the inquiry form, SideB will respond with a written quote describing scope, deliverables, timeline, pricing and any additional terms specific to that project — including IP, refund and termination treatment. That quote, once signed by both parties, becomes a legal addendum to this Online Services Agreement and will supersede this Agreement to the extent of any conflict. Nothing on the website constitutes acceptance of a custom project until the quote is mutually signed.

14. Governing law & disputes

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules. Any dispute will first be addressed via good-faith negotiation between the parties (30 days). Unresolved disputes will be submitted to confidential binding arbitration in Orange County, California, administered by JAMS under its Comprehensive Arbitration Rules & Procedures, except either party may seek injunctive relief in the state or federal courts located in Orange County, California for IP or confidentiality breaches. The parties consent to the exclusive personal jurisdiction and venue of those courts, waive any right to a jury trial, and waive any right to participate in a class action.

15. Miscellaneous

• Entire agreement — This Agreement (including the mutual NDA at Section 8) and the Privacy Policy together constitute the entire agreement for online engagements. Customized project quotes, once signed, attach as addenda under Section 13.
• Assignment — You may not assign this Agreement without SideB's consent. SideB may assign in connection with a merger, acquisition or sale of assets.
• Severability — If any provision is unenforceable, the rest remains in effect.
• Force majeure — Neither party is liable for delays caused by events beyond reasonable control.
• Notices — In writing to rev@sideb.io (SideB) and to the email associated with your account (Client).

16. Contact

Questions about this Agreement, refunds, or rescheduling:
Customer service: rev@sideb.io
Sales inquiries: chat with us