Online Services Agreement

1. Parties & acceptance

This Online Services Agreement ("Agreement") is between Sideb Consulting Studio, a brand of Sideb 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 contact swiles@sideb.io. Such custom arrangements are scoped under a Statement of Work and governed by a separate Master Services Agreement, not 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. Custom projects, again, are governed by their own SOW/MSA refund terms.

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

• Cancel anytime. Cancellation takes effect at the end of the then-current billing month.
• 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 future months, the unused future months are refunded in full within 14 days of cancellation.
• If Sideb cancels the retainer for reasons other than your material breach, the current month is pro-rated and refunded.

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. Confidentiality

Each party agrees to hold the other's non-public information in strict confidence and to use it only to perform under this Agreement. A mutual NDA is signed before the engagement begins. Confidentiality survives for three (3) years after engagement end, except for trade secrets, which are protected indefinitely.

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 (out of scope)

If you submit a project brief through the inquiry form, Sideb will respond with a written quote describing scope, deliverables, timeline, pricing and any IP, refund and termination terms specific to that project. That custom Master Services Agreement and Statement of Work — not this Online Services Agreement — will govern the custom project once signed by both parties. Nothing on the website or in this Agreement constitutes acceptance of a custom project until a separate, mutually-signed agreement is in place.

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, together with the Privacy Policy and any signed NDA, is the entire agreement for online engagements.
• 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: swiles@sideb.io