Terms of Service

Last updated: July 16, 2026 · Version 1.3

By installing Kickbacks.ai, creating an account, accessing our website, or otherwise using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all terms and conditions, you must immediately discontinue use of the Service and uninstall the Software.

1. Acceptance of Terms

These Terms of Service ("Agreement") constitute a legally binding agreement between you ("you," "your," or "User") and Shiftkeys Inc. ("Shiftkeys," "we," "us," or "our"), the company that owns and operates Kickbacks.ai — a wholly owned brand, website, and software of Shiftkeys Inc. — governing your access to and use of the Kickbacks.ai platform, Visual Studio Code (VS Code) extension, IDE plugin, command-line (CLI) integration, and related services (collectively, the "Service"). Kickbacks.ai is a brand and trade name of Shiftkeys Inc.; where this Agreement says Kickbacks.ai acts, owns, grants or receives rights, or bears obligations, the legal actor is Shiftkeys Inc.

BY INSTALLING KICKBACKS.AI, CREATING AN ACCOUNT, ACCESSING OUR WEBSITE, OR OTHERWISE USING THE SERVICE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS, YOU MUST IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND UNINSTALL THE SOFTWARE.

This Agreement applies to all users of the Service, including: (i) end users who use Kickbacks.ai to earn compensation for displaying advertisements during AI wait-states ("Earning Users"); (ii) advertisers who purchase advertising inventory through our platform ("Advertisers"); and (iii) all other visitors to our website or users of our services.

If you are using the Service on behalf of an organization, entity, or employer, you represent and warrant that you have authority to bind such organization to this Agreement, and references to "you" shall include both the individual and the organization.

2. Definitions

The following terms shall have the meanings set forth below throughout this Agreement:

3. Eligibility

3.1 General Requirements

You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements and that all information you provide is accurate, complete, and current.

3.2 Employer Authorization

If you are installing or using the Service on a device owned or controlled by an employer, organization, or other third party, you represent and warrant that: (i) you have obtained all necessary authorizations from such entity to install software that modifies IDE behavior and displays third-party advertisements; and (ii) your use of the Service does not violate any employment agreement, company policy, code of conduct, or applicable law.

3.3 Geographic Availability & Regional Feature Limitations

The Service is available only to users located in jurisdictions where the Service and its operation are lawful, and we reserve the right to restrict access to the Service, or particular features of it, from any jurisdiction at any time. If you are located in the European Union / European Economic Area, the United Kingdom, or Switzerland, the Service operates for you with a limited feature set, described in Section 10.8 under "Regional limits" (in short: Private Mode only, internally sourced advertisements only, and no Boosted Mode). Section 22 describes the data-protection terms that apply to you. We use IP-based geolocation, your sign-up country, and other measures to apply regional limits, and you may not use any means to misrepresent your location. You are solely responsible for compliance with all applicable local laws, rules, and regulations.

3.4 Account Limitations

Each natural person may maintain only one (1) Earning User account. Creation of multiple accounts by a single individual, use of automated systems to create accounts, or coordination with others to circumvent account limitations constitutes a material breach of this Agreement.

4. Description of the Service

4.1 Overview

Kickbacks.ai operates an advertising marketplace that displays sponsored content within supported development environments. To do this, the Service may integrate with, intercept, or patch the rendering layer of AI Assistants and their host environments to substitute, overlay, or otherwise present sponsored messaging during processing intervals.

4.2 For Earning Users

After installing the Software, completing account registration, and enabling earning, Earning Users may see sponsored messages displayed during supported development environment work sessions — for example, replacing or supplementing default status-line or spinner text. Earning Users accumulate credit based on qualifying impressions (Section 6.1), with an estimated fifty percent (50%) of attributable net advertising revenue (after operational expenses), credited to their account by default, but which is not guaranteed and may vary on the basis of dynamic calculation. Earnings are paid out periodically, subject to the Payment Threshold and other conditions set forth herein.

4.3 For Advertisers

Advertisers bid for placement priority. Pricing is dynamic and auction-based. Current rates are shown in the advertiser dashboard at the time of bidding. Kickbacks.ai may in the future introduce billing for additional engagement actions (such as clicks or activations); if and when it does, the applicable rates and parameters will be shown in the advertiser dashboard at the time of bidding (see Section 7.7). Kickbacks.ai may adjust this methodology from time to time. Advertisements are served in descending order of effective value; higher effective bids receive priority placement and are more likely to be filled. All amounts are non-refundable and are considered spent once the corresponding impression or other billable engagement action is served.

4.4 No Guarantee of Availability

We do not guarantee that the Service will be available at all times, that impressions will be served continuously, or that any minimum level of earnings will be achieved. The Service depends on the usage and uptime of third-party platforms and AI Assistants (including development environments and AI-assistant providers' services) that are outside our control.

5. User Accounts & Registration

5.1 Account Creation

To participate in the Earnings Program or Advertising Program, you must create an account providing accurate and complete information. You agree to maintain the accuracy of your information and to update it promptly upon any change. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

5.2 Account Security

You agree to: (i) create a strong, unique, and secured password; (ii) not share your account credentials with any third party; and (iii) immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with these obligations.

5.3 Account Ownership

Accounts are personal to the registered user and may not be transferred, sold, or assigned to any third party without our prior written consent. Any attempt to transfer an account without authorization may result in termination of the account, subject to the termination and forfeiture rules in Section 6.7.

5.4 Know Your Business (Advertisers)

Advertisers may be required to provide additional verification information, including but not limited to: business registration documents, tax identification numbers, payment method verification, and representative identification. Failure to provide requested documentation may result in account suspension or rejection of advertising campaigns.

6. Earnings Program for Users

6.1 Earnings Accrual

Earning Users accrue credit based on qualifying impressions of advertisements displayed on their authenticated devices. The current Revenue Split is estimated to be fifty percent (50%) of net advertising revenue (i.e., after operational expenses) attributable to a user's qualifying activity, but Earnings Accrual is subject to variability and all other terms herein, in good faith. Future mechanics may make additional engagement actions — such as clicks or activations — earning-eligible, with shared revenue commensurate with the Revenue Split and the advertiser rates applicable to each campaign, subject to reasonable fraud controls and calculated under such methodology as Kickbacks.ai reasonably applies; any such rates will appear in the advertiser dashboard, and changes to revenue terms are handled under Section 6.4.

6.2 Qualifying Impressions

An impression qualifies for earnings only if: (i) the advertisement is displayed for at least the minimum consecutive display duration in effect for the applicable campaign; (ii) the Software is properly installed, authenticated, and connected to our servers; (iii) the impression is generated by a bona fide, human-initiated AI coding request (not automated, scripted, or artificially generated); (iv) the user has not exceeded applicable daily or periodic caps; and (v) the impression is not excluded by our fraud detection systems. A denial of a qualifying claim may be appealed or disputed in line with the requirements of Section 17 of this Agreement. Where the denial was made by automated means, Section 9.7 provides an additional, more immediate right to request human review within sixty (60) days.

6.3 Usage Caps

Kickbacks.ai reserves the right, in its sole discretion and without prior notice, to establish, modify, or enforce daily, weekly, monthly, or other periodic caps on: (a) the number of qualifying impressions per user; (b) the number of qualifying clicks or other engagement actions per user; (c) the amount of earnings that may be accrued in a given period; and (d) the amount of activity that generates billable impressions. Activity exceeding any applicable cap is non-billable and does not generate earnings. We may apply caps globally, per region, per account tier, or on an individual basis.

6.4 Revenue Split Adjustments

Kickbacks.ai reserves the right to adjust the Revenue Split, per-impression rates, per-click rates, auction floor prices, and payment schedules at any time upon reasonable notice (which may include notice posted on our website or via the Software). Changes to revenue terms will apply prospectively and will not affect earnings already accrued at the time of change.

6.5 Payout Mechanics

Accrued earnings remain credited to your account balance until disbursed. Once payouts are enabled for your account, earnings are disbursed periodically, subject to the account balance exceeding the then-current Payment Threshold (currently US $10.00, subject to change) and to the completion of any fraud screening or other activity-verification processes (Sections 6.6 and 9). Users are responsible for providing accurate payment information and for all taxes, fees, and regulatory obligations associated with receiving payments. If your account has no connected Stripe Connect account, or Stripe has not enabled payouts for it, accrued Earnings remain credited to your balance and are not disbursed until that is resolved; if the account later becomes dormant, such balances are handled under Section 6.9.

Payouts are made only through the payment methods Kickbacks.ai expressly makes available — currently Stripe Connect (Express), administered by our third-party payment processor together with the associated identity verification, tax-information collection, reporting, and any required withholding. To receive payouts, Earning Users must complete the processor's onboarding and provide any tax documentation the processor requests (such as IRS Form W-9 or a Form W-8 series certificate). We will never ask you to receive a payout through a channel we have not made available in your account.

Country availability. Because payouts are processed exclusively through Stripe Connect, Earning Users can be paid only if they are located in, and can complete Stripe Connect onboarding for, a country in which Stripe Connect supports connected accounts and payouts. The list of supported countries is determined and maintained by Stripe and may change at any time; the authoritative source is stripe.com/global. If your country is not supported by Stripe Connect, your Earnings remain credited to your account balance and become payable if and when Stripe Connect adds support for your country. Kickbacks.ai is under no obligation to provide, and does not provide, any alternative payout method for unsupported countries.

6.6 Payout Holds and Corrections

All earnings balances are estimates subject to correction, reconciliation, and audit. Kickbacks.ai reserves the right to: (i) withhold payouts pending fraud review or investigation; (ii) deduct amounts associated with fraudulent, invalid, or reversed transactions; (iii) recover overpaid amounts from future earnings or, if necessary, via direct payment demand; and (iv) refuse payout if the account is under investigation for suspected violations of this Agreement, if payouts to the account would cause sanctions, regulatory, or other compliance risks, or if payout to that account would otherwise be unlawful.

6.7 Forfeiture

Upon termination of an account for any reason (whether by the user or by Kickbacks.ai), any unpaid earnings below the Payment Threshold are forfeited. If termination results from a breach of this Agreement, all unpaid earnings are forfeited regardless of balance. For user-initiated account deletion, Section 8.5 requires that balances eligible for payout be paid out — or that you expressly acknowledge their forfeiture — before deletion completes. Earning Users have no property interest in pending or accrued earnings until actually disbursed. Forfeiture under this Section applies only to the extent permitted by applicable law and does not override any obligation to report or remit unclaimed balances under Section 6.9.

6.8 Tax Classification & Reporting Obligations

6.8.1 Nature of Payments

Kickbacks.ai intends these payments as revenue-sharing distributions attributable to the display of third-party advertisements through your licensed use of the Software. You are not an employee of Shiftkeys Inc., and nothing in this Agreement creates an employment relationship. The correct tax classification of these payments depends on your individual circumstances and applicable law, and you are responsible for determining and reporting it.

6.8.2 U.S. Tax Reporting

Where required by law, our third-party payment processor will issue the applicable IRS information return (such as Form 1099-MISC, 1099-NEC, or 1099-K) reflecting amounts paid to you, in the form and manner it determines is required, and will furnish it by the deadline required by law. Tax documents may be delivered electronically where you have consented during payout-account setup.

6.8.3 Withholding

We will not treat payments as subject to backup withholding except as provided in Section 6.8.6. Our reporting classification does not determine the ultimate tax treatment of payments; you bear sole responsibility for proper characterization on your tax returns.

6.8.4 Tax Information Collection — Form W-9

As part of Stripe Connect onboarding, and before any payout can be processed, U.S. person Earning Users must complete and submit IRS Form W-9 (Request for Taxpayer Identification Number and Certification) to the payment processor. Failure to provide a valid W-9 within thirty (30) days of the processor's request will result in a temporary suspension of payouts until the form is received.

6.8.5 International Users — Form W-8BEN / W-8ECI

As part of Stripe Connect onboarding, Earning Users who are not U.S. persons must complete IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner) or Form W-8ECI (Certificate of Foreign Person's Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States), as applicable.

Payments to non-U.S. persons may be subject to U.S. tax withholding or reporting as required by applicable law, administered by the payment processor based on the tax documentation on file (including any treaty claims). Users are responsible for providing accurate tax information and for their home-country tax obligations.

6.8.6 Backup Withholding

In accordance with IRC Section 3406, our third-party payment processor is required to impose backup withholding at the rate of twenty-four percent (24%) on reportable payments to any payee who: (i) fails to furnish a valid Taxpayer Identification Number (TIN); (ii) has been notified by the IRS of a failure to report all interest or dividends; or (iii) has provided an incorrect TIN. If the payment processor receives a notice from the IRS requiring backup withholding on a user's account, all subsequent payouts to that user will be subject to backup withholding until the IRS issues a notice of cessation or the user provides a corrected W-9.

6.8.7 User Tax Obligations

Regardless of whether Kickbacks.ai issues an information return, users are solely responsible for determining the tax treatment of payments they receive and for: (i) reporting all payments on their applicable tax returns; (ii) paying all applicable federal, state, local, and foreign income taxes; (iii) remitting self-employment tax if the user's activities constitute a trade or business; (iv) making estimated tax payments if required; and (v) maintaining records sufficient to substantiate income and any claimed deductions.

6.8.8 No Tax Advice

Nothing in this Agreement or on the Kickbacks.ai website constitutes tax, legal, or accounting advice. Users are strongly encouraged to consult with their own tax advisors regarding the characterization and reporting of payments received through the Service. Kickbacks.ai disclaims all liability for any tax positions taken (or not taken) by users.

6.9 Dormant Accounts and Unclaimed Earnings

6.9.1 Dormant or Unclaimed Balances

If your account has no activity for the period required by applicable law, or if accrued earnings remain unpaid or unclaimed and cannot be disbursed, Kickbacks.ai may treat the balance as dormant or unclaimed.

6.9.2 Notice and Claiming

Before handling a balance as unclaimed, Kickbacks.ai will provide any notice and opportunity to claim, reactivate, or request payout that applicable law requires, using contact information available to us. Payout remains subject to the Payment Threshold, Stripe Connect eligibility, fraud review, tax requirements, and the other payout terms in this Agreement.

6.9.3 Treatment of Balances

Dormant or unclaimed earnings may be reported, remitted, transferred, or otherwise handled as required by applicable unclaimed-property law. Balances that cannot be disbursed solely because Stripe Connect does not yet support your country remain governed by Section 6.5, except to the extent unclaimed-property law requires their reporting or remittance. Balances below the Payment Threshold remain subject to Section 6.7. This Section does not reduce the amount credited to your account under Sections 6.1 and 6.4; where unclaimed-property law applies, the credited amount may be remitted to the applicable authority rather than paid directly to you.

6.9.4 Applicable Law

Dormant or unclaimed balances will be handled in accordance with applicable law, based on the last address we have on file for you, if any, or the law of the State of Delaware if we have no address on file.

6.9.5 Records

We may retain records relating to dormant or unclaimed balances, including owner-identifying and balance information we have on file, to the extent required for financial, tax, fraud-prevention, unclaimed-property, or other legal-compliance purposes. These records are subject to Sections 10.4 and 10.5.

6.9.6 Existing Balances

This Section applies prospectively from the effective date of these Terms (the "Last updated" date shown above), without waiving any dormancy period that already accrued under applicable law. Nothing in this Section reduces or changes the amount of earnings already accrued under Sections 6.1 and 6.4.

7. Advertising Program for Advertisers

7.1 Campaign Creation & Bidding

Advertisers may create advertising campaigns by submitting Ad Content and placing bids or purchase orders through our platform or such other purchasing interfaces as we make available (which may include programmatic or bulk purchasing). Each bid purchases a Block of impressions or such other engagement inventory as is described at the time of purchase. Higher effective bids receive priority placement, and Advertisers may increase their bid at any time to improve placement priority.

7.2 Non-Refundable Bids

ALL BIDS ARE FINAL AND NON-REFUNDABLE ONCE AN IMPRESSION HAS BEEN SERVED. Advertisers acknowledge that bids represent a binding commitment to pay for impressions delivered. Notwithstanding the foregoing, Kickbacks.ai may, in its sole discretion, issue credits for impressions that our systems determine were not delivered in accordance with campaign parameters.

7.3 Ad Content Requirements

Advertisers warrant and represent that all Ad Content: (i) complies with all applicable laws, regulations, and industry standards; (ii) does not infringe upon any intellectual property rights; (iii) is not false, misleading, deceptive, or defamatory; (iv) does not promote illegal products, services, or activities; (v) does not contain malware, phishing links, or other harmful code; and (vi) complies with the content requirements of this Agreement, including Section 7.4.

7.4 Content Prohibitions

Without limitation, Ad Content may not: promote gambling (where prohibited); promote alcohol, tobacco, or controlled substances in violation of law; contain adult content, hate speech, or discriminatory material; make unsubstantiated health or financial claims; impersonate Kickbacks.ai or any third party; or violate the intellectual property, privacy, or publicity rights of any person or entity.

7.5 Right to Reject or Remove

Kickbacks.ai reserves the right, in its sole discretion and without liability, to reject, remove, or suspend any Ad Content or campaign for any reason or no reason, including but not limited to violations of this Agreement, complaints from users, or concerns about brand safety. No refund or credit will be provided for removed campaigns unless Kickbacks.ai determines, in its sole discretion, that removal was erroneous. Advertisers may appeal a removal or suspension within thirty (30) days by contacting support@kickbacks.ai. Kickbacks.ai will review the appeal and, if it determines the action was erroneous, reinstate the campaign and/or issue a credit. All appeal decisions are final.

7.6 Advertiser Indemnification for Content

Advertisers expressly indemnify and hold harmless Kickbacks.ai from any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) the content, accuracy, or legality of Ad Content; (ii) the products or services promoted; (iii) the destination websites or landing pages linked from advertisements; and (iv) any misrepresentation or breach of warranty by the Advertiser.

7.7 Clicks and Other Engagement Actions

A "click" is recorded when a user affirmatively interacts with an advertisement in a manner that initiates navigation to the Advertiser's designated URL. Kickbacks.ai may introduce separate billing for clicks or other engagement actions (such as activations) as described in Section 4.3; if and when it does, the applicable rates and parameters will be shown in the advertiser dashboard at the time of bidding, and Kickbacks.ai may adjust them from time to time. Kickbacks.ai makes no representation or warranty regarding conversion rates, return on investment, or business outcomes from advertising campaigns.

8. Payment Terms & Conditions

8.1 Advertiser Payment Obligations

Advertisers agree to pay all charges incurred in connection with their account, including all impressions served and any other billable engagement actions recorded. Payment is due in accordance with the billing terms selected during campaign setup. Failure to pay outstanding balances may result in account suspension, campaign termination, and referral to collections.

8.2 Payment Methods

Kickbacks.ai accepts payment via Stripe Checkout, operated by our third-party payment processor, Stripe, Inc. By providing payment information, you represent and warrant that you are authorized to use the designated payment method. You authorize us to charge your payment method for all charges incurred.

8.3 Late Payments

Payments not received by the due date are subject to a late fee of 2.5% per month (or the maximum amount permitted by law, if lower) on the outstanding balance. Kickbacks.ai reserves the right to suspend all campaigns and terminate accounts for persistent non-payment.

8.4 Chargebacks and Disputes

Advertisers must notify Kickbacks.ai of any billing disputes in writing, within thirty (30) days of the charge date. Undisputed portions will be paid promptly. Initiating a chargeback or payment dispute without first attempting to resolve the issue with Kickbacks.ai constitutes a material breach of this Agreement and may result in immediate account holds or termination.

8.5 User Payout Terms

Earning Users may request account deletion and payout of accrued earnings that are eligible for payout (subject to the Payment Threshold and a completed Stripe Connect account with payouts enabled) by contacting support@kickbacks.ai, or through the account settings interface where available. We process eligible payout requests within a commercially reasonable period. We reserve the right to delay payouts pending completion of fraud review or verification of payment information. If you request account deletion while your account holds an unpaid balance eligible for payout, deletion will not complete until that balance is paid out or you expressly acknowledge and accept its forfeiture. Balances that are not eligible for payout are handled under Sections 6.7 and 6.9.

8.6 Dormant Advertiser Credit Balances

Any credit balance we maintain for an Advertiser that remains unused or unclaimed may be handled in accordance with applicable unclaimed-property law, based on the last address we have on file for the Advertiser, if any, or the law of the State of Delaware if we have no address on file. Bids already consumed by served impressions are non-refundable under Section 7.2 and are not credit balances.

9. Fraud Prevention, Abuse & Enforcement

9.1 Strict Prohibition on Fraud

Kickbacks.ai maintains a zero-tolerance policy for fraud, abuse, and manipulation. The following activities are strictly prohibited and constitute material breaches of this Agreement:

• Click Fraud: Any attempt to generate artificial clicks, including but not limited to: automated clicking scripts, click farms, paid-to-click schemes, coordinate clicking networks, or any mechanism designed to inflate click counts artificially.
• Impression Manipulation: Any attempt to generate artificial impressions, including: using automated tools to trigger AI wait-states, running meaningless or repetitive prompts solely to generate ad views, botting or scripting IDE interactions, or colluding with others to inflate impression counts.
• Multi-Account Abuse: Creation or use of multiple accounts by a single individual, coordination with others to operate account networks, or use of shared credentials across multiple users to aggregate earnings.
• Metric Manipulation: Any attempt to interfere with, alter, or falsify telemetry data, impression counts, click events, or any other metric used to calculate earnings or advertising charges.
• Reverse Engineering: Any attempt to decompile, disassemble, reverse engineer, or otherwise derive source code from the Software; or to intercept, modify, or spoof communications between the Software and Kickbacks.ai servers.
• Circumvention: Any attempt to circumvent usage caps, geographic restrictions, account limitations, or other technical or policy controls implemented by Kickbacks.ai.

9.2 Detection and Investigation

Kickbacks.ai may employ automated systems and manual review processes to detect fraudulent or abusive activity. These systems analyze patterns including but not limited to: prompt frequency, session duration, click timing, account relationships, and behavioral anomalies. Users acknowledge and agree that their use of the Service will be monitored for fraud prevention purposes.

9.3 Enforcement Actions

Upon detection or reasonable suspicion of fraud or abuse, Kickbacks.ai may, in its sole discretion and without prior notice: (i) suspend or terminate the affected account(s); (ii) void all or a portion of ledger entries associated with fraudulent activity; (iii) withhold or reverse pending payouts; (iv) recover funds previously paid out for fraudulent activity, including by offsetting against future earnings or initiating direct collection proceedings; (v) permanently ban the user from the Service; and (vi) refer the matter to law enforcement or regulatory authorities.

9.4 Burden of Proof

In any dispute regarding the legitimacy of impressions, clicks, or earnings, Kickbacks.ai's determination based on its internal records and detection systems shall be presumptively valid. The user bears the burden of proving, by clear and convincing evidence, that disputed activity was legitimate.

9.5 Clawback Rights

If fraudulent activity is detected after payout has occurred, Kickbacks.ai reserves the right to recover paid funds. Recovery methods include: deduction from future earnings; chargeback to the user's registered payment method (if on file); direct payment demand; and referral to collections. Users consent to such recovery methods upon accepting this Agreement.

9.6 Good Faith Overpayment

If Kickbacks.ai determines that earnings were overstated due to technical error, system malfunction, or miscalculation (independent of user misconduct), we reserve the right to correct the Ledger and recover overpaid amounts, provided such correction is made within a reasonable period and as permitted by applicable law.

9.7 Human Review of Automated Enforcement

Some fraud- and abuse-prevention determinations may be made by automated means. Where a decision based solely on automated processing — such as a decision to suspend or block an account, void Earnings, or terminate an account — produces legal or similarly significant effects for you, you have the right to obtain human intervention, to express your point of view, and to contest the decision, by contacting privacy@kickbacks.ai within sixty (60) days. A qualified person who was not solely responsible for the automated decision will re-examine the matter and the supporting evidence. This right is available to all Earning Users regardless of account age or standing. Pending that review, Kickbacks.ai may maintain protective measures (including suspension and the withholding of disputed Earnings) under Section 9.3. This Section is without prejudice to Section 9.4; for Users to whom Section 22 applies, Section 9.4 is read consistently with their data-protection rights.

10. Data Collection, Privacy & Telemetry

10.1 Scope of Data Collection

Kickbacks.ai collects and processes only the data necessary to credit earnings, bill advertisers, prevent fraud, and operate and improve the Service. For each advertisement served, we record event telemetry consisting of: the event type (for example, impression rendered, impression viewable, view-duration ticks, and clicks); the associated advertisement, campaign, and creative identifiers; the surface on which the advertisement was displayed (for example, spinner, status line, or overlay); on-screen visibility metrics (such as viewable percentage and visible duration); a per-installation client identifier; a per-event identifier (UUID) used to deduplicate and reconcile events; timestamps; the Software version and the host application version (for example, the Claude Code or Visual Studio Code version); and, for signed-in Earning Users, an account identifier used to attribute credit. We also process your internet protocol (IP) address on a transient basis for rate-limiting, abuse-detection, and fraud-prevention purposes. For fraud and abuse prevention we further derive signals from this activity — such as the timing and frequency of requests and relationships between accounts and devices — as described in Section 9.2. To deliver ads, we also share limited delivery information (network, device, and pseudonymous identifiers) with our advertising partners, as described in Section 10.8 and in Section 6 of our Privacy Policy.

Telemetry associated with a signed-in Earning User is linked to that user's account for the purpose of crediting earnings. By default it is not combined with the content described in Section 10.2. If you opt in under Section 10.8, it may be. Telemetry generated in signed-out preview ("demo") mode is not attributed to any user account. Kickbacks.ai may also derive aggregated usage statistics from this telemetry for analytics and service improvement.

10.2 What We Do NOT Collect

Unless you opt in to Boosted Mode (Section 10.8), Kickbacks.ai does not collect, access, process, or store: (i) the content of your code, prompts, or queries submitted to AI Assistants; (ii) AI responses, generated code, or model outputs; (iii) your context windows, conversation history, files, or project contents; or (iv) personal information beyond what is necessary for account creation, payment processing, tax compliance, and fraud prevention. The canonical description of what we collect and do not collect is in Section 3 and Section 4 of our Privacy Policy.

By default, the Service's telemetry is structurally limited to the event metrics described in Section 10.1, and that standard ad-event telemetry contains no field capable of carrying your code, prompts, AI interactions, file names, or project contents. If you turn on Boosted Mode (Section 10.8), a separate, bounded channel sends your prompts and the AI's responses to our servers, where they are filtered to remove secrets and personal or sensitive information and processed into a derived interest signal; the filtered content and derived signal may be processed, shared, and retained as described in Section 10.8 and the Privacy Policy. That filtering is best-effort, not guaranteed (Section 10.8).

10.3 Billable Telemetry

Participation in the Earnings Program necessarily involves the billable telemetry described in Section 10.1 — we cannot measure the qualifying activity that generates Earnings, or credit those Earnings, without it. We process this telemetry to perform our contract with you and, for fraud, abuse, and security purposes, on the basis of our and others' legitimate interests. Sharing information with advertising partners happens only under the advertising mode you enable (Section 10.8); for Users covered by Section 22, Section 22.3 governs the lawful basis for that sharing. Where applicable law requires separate consent for a specific processing activity, we will request it, and you may withdraw it at any time without affecting processing already carried out or carried out on another lawful basis. This telemetry is limited to the metrics described in Section 10.1. If you do not wish it to be processed, do not participate in the Earnings Program; ceasing participation stops further accrual, and previously accrued earnings (if eligible for payout) are still disbursed.

10.4 Data Retention

Our data-retention practices — the criteria we apply, treatment of aggregated or de-identified data, and applicable legal-retention exceptions — are stated exclusively in Section 14 of our Privacy Policy, incorporated into this Agreement under Section 21.1.

10.5 Data Deletion Requests

Users may request deletion of their account and associated personal data through the channels in Section 10 of our Privacy Policy. Deletion of an Earning User account is subject to the payout-first handling in Section 8.5; what is deleted, de-identified, or retained after deletion is governed by Section 14 of the Privacy Policy.

10.6 Third-Party Service Providers and Advertising Partners

Kickbacks.ai utilizes third-party service providers for payment processing, hosting and authentication, transactional email, website analytics, and customer support; the provider categories are described in Section 7 of our Privacy Policy, and providers are subject to change. We engage these providers under data-protection agreements that limit their use of personal data to providing services to us. Where a provider processes personal data on our behalf, we remain responsible for that processing. Where required for international transfers, we rely on an appropriate safeguard, such as the Standard Contractual Clauses, and we will inform users of material provider changes as required by applicable law. Advertising and demand partners are not processors: they receive the IP and device information used to deliver ads and, in Boosted Mode, a pseudonymous advertising profile, in each case as independent controllers, as described in Sections 10.8 and 18.3.

10.7 Security Measures

Kickbacks.ai uses reasonable technical and organizational safeguards designed to protect collected data against unauthorized access, disclosure, alteration, and destruction; additional information is in Section 15 of our Privacy Policy. Kickbacks.ai further limits its exposure by design: as described in Section 10.2, by default it does not collect the content of your code, prompts, or AI interactions, and does so only where you opt in under Section 10.8.

No method of transmission or electronic storage is completely secure, however, and Kickbacks.ai cannot and does not guarantee absolute security. You are responsible for safeguarding your account credentials and for activity under your account, and Kickbacks.ai will notify affected users and authorities of any data breach as required by applicable law.

10.8 Advertising Modes and Data Sharing

Earning requires showing ads. For accounts outside the Regional limits below, those ads come from our advertising partners, and delivering them involves sharing limited information with those partners. You choose between two modes and can switch at any time in your settings; to stop all sharing with advertising partners, turn off earning or sign out (ads and earning then stop).

Regional limits (EEA, United Kingdom, Switzerland). While Section 3.3's regional feature limits apply to you (they are applied based on your location and sign-up country, as described there), ads are internally sourced and served by us alone: we do not share personal data with advertising partners while those limits apply, the Private Mode sharing described below does not occur, and Boosted Mode cannot be enabled. The remainder of this Section 10.8 applies outside those limits.

Private Mode (applies when you enable earning). Both modes are opt-in: nothing is shared with advertising partners until you sign in and turn on earning, which opts you into Private Mode; Boosted Mode is a second, separate opt-in. In Private Mode, we share with the serving advertising partner only the limited delivery information described in Section 6 of our Privacy Policy, which is the exclusive statement of the categories shared, their purposes, the regional limits, the recipients, and your controls. In Private Mode we do not send your prompts, your AI responses, or an interest profile.

Boosted Mode (a second, separate opt-in). If you turn on Boosted Mode, we additionally process the content of your prompts and the AI's responses on our own servers to derive an interest signal used to build a pseudonymous advertising profile that we share with our advertising partners for more relevant ads. We do not share your raw prompts or AI responses with advertising partners — only the derived signal. The complete description of Boosted Mode processing and sharing — including the hashed email address used for impression attribution (never for accounts whose email we hold only through Google sign-in) — is in Section 6 and Section 8 of our Privacy Policy; that sharing occurs only with your Boosted Mode opt-in and is a "sale" or "sharing" under the CPRA (Section 18.3).

Sensitive information (Boosted Mode). Our automated filters are best-effort and will not catch everything; content that escapes them may be processed and may influence the profile before we detect it, and we do not promise to remove undetected content after the fact. Because prompts can incidentally contain sensitive information (for example, in file names, lists, or pasted data), we request your explicit consent when you enable Boosted Mode, and that explicit consent is our legal basis for processing any special-category (sensitive) personal data about you that appears. That consent covers only sensitive information about you; you agree not to submit any third-party personal information, confidential information, or communications content that you do not have all rights, authorizations, and legally required consents from all parties to submit — including your employer's or clients' confidential or proprietary information — and not to rely on our filtering to remove any of it. You are solely responsible for the content you submit and, without limiting Section 16, will indemnify Shiftkeys Inc. against claims arising from content submitted in breach of this paragraph, including any third-party claims arising from content you submit or cause to be submitted.

Our partners. Our advertising and demand partners act as independent controllers; Section 6 of our Privacy Policy is the exclusive statement of their role, the use limits our agreements place on what we share, and how deletion and suppression requests are handled. Switching to Private Mode operates prospectively: it stops further Boosted Mode sharing going forward and does not, by itself, trigger deletion requests to partners. Our responsibility is limited as described in that Section.

Providing IP and device information to advertising partners — and, in Boosted Mode, the pseudonymous profile — is a "sale" or "sharing" for cross-context behavioral advertising under the CPRA. Your choices, including how to limit or stop it, are described in Section 18. If you delete your account, we pay out balances eligible for payout (Section 8.5) and delete or de-identify your information other than records retained under Section 10.4.

11. Third-Party Platform Risks & Acknowledgments

11.1 Software Modification Acknowledgment

USERS EXPRESSLY ACKNOWLEDGE AND UNDERSTAND THAT THE KICKBACKS.AI SOFTWARE OPERATES BY MODIFYING, PATCHING, OR INTEGRATING WITH THE INTERNAL RENDERING MECHANISMS OF THIRD-PARTY SOFTWARE, INCLUDING BUT NOT LIMITED TO AI CODING ASSISTANTS (SUCH AS ANTHROPIC'S CLAUDE CODE OR OPENAI'S CODEX) AND DEVELOPMENT ENVIRONMENTS (SUCH AS VISUAL STUDIO CODE). THIS MODIFICATION MAY INVOLVE: (i) intercepting or overriding UI rendering calls; (ii) substituting displayed content during wait-states; and (iii) injecting remotely served content into the development-environment interface.

11.2 Third-Party Terms of Service

Installation and use of the Kickbacks.ai Software by users should not violate the terms of service, end-user license agreements, or acceptable use policies of third-party platform and AI-assistant providers (such as Anthropic, Microsoft, OpenAI, or GitHub). USERS BEAR SOLE RESPONSIBILITY FOR ENSURING THAT THEIR USE OF KICKBACKS.AI COMPLIES WITH ALL APPLICABLE THIRD-PARTY TERMS. Kickbacks.ai does not represent or warrant that any use of the Software is permitted by any third-party platform.

11.3 Platform Changes & Service Disruption

Third-party platform and AI-assistant providers may, at any time: (i) modify their software, APIs, or extension architecture; (ii) implement technical measures that block, disable, or interfere with the Kickbacks.ai Software; (iii) update their terms of service to prohibit Kickbacks.ai's mode of operation; or (iv) take enforcement action against users who have installed the Software, including suspension or termination of their accounts with the third-party platform.

Kickbacks.ai shall not be liable for any loss, damage, or interruption of service resulting from third-party platform changes or enforcement actions. We will use commercially reasonable efforts to maintain compatibility and address any issues that result from such changes, but provide no guarantee of continuous operation.

11.4 No Affiliation

Kickbacks.ai is not affiliated with, endorsed by, sponsored by, or otherwise associated with Anthropic, Microsoft, OpenAI, GitHub, or any other third-party platform provider. References to Claude Code, Visual Studio Code, or other products are for descriptive purposes only and do not imply any relationship with the respective trademark owners.

11.5 User Assumption of Risk

BY INSTALLING AND USING THE SOFTWARE, YOU EXPRESSLY ASSUME ALL RISKS ASSOCIATED WITH THIRD-PARTY PLATFORM INTERACTIONS, INCLUDING: (i) the risk that your account with any third-party platform or AI-assistant provider (such as Anthropic or Microsoft) may be suspended or terminated; (ii) the risk of data loss or service interruption; (iii) the risk that the Software may conflict with other extensions or IDE functionality; and (iv) the risk of security vulnerabilities arising from the Software's interaction with third-party software.

12. Termination & Account Suspension

12.1 Termination by User

You may terminate your account at any time by contacting support or using any other termination channel we make available (see Privacy Policy, Section 10 for data-deletion requests). Termination does not relieve you of obligations incurred prior to termination and does not affect provisions that by their nature survive termination.

12.2 Termination by Kickbacks.ai

Kickbacks.ai reserves the right, in its sole discretion and without prior notice, to suspend or terminate any account, restrict access to the Service, or discontinue service to any user or advertiser for any reason or no reason, including but not limited to: violation of this Agreement; suspected fraud or abuse; request by law enforcement or regulatory authority; extended period of inactivity; or business discontinuation.

12.3 Termination for Cause

Without limiting Section 12.2, Kickbacks.ai may immediately terminate any account upon: (i) material breach of this Agreement; (ii) detection of fraud, abuse, or manipulation; (iii) use of the Service for unlawful purposes; (iv) actions that expose Kickbacks.ai to legal liability; or (v) repeated violations of acceptable use policies. Termination for cause is subject to the forfeiture rules in Section 6.7 and may result in liability for damages.

12.4 Effect of Termination

Upon termination: (i) all licenses granted herein immediately terminate; (ii) you must cease all use of the Service and uninstall the Software; (iii) accrued earnings below the Payment Threshold are forfeited as provided in Section 6.7, which applies only to the extent permitted by applicable law and does not override the unclaimed-property handling in Section 6.9; (iv) we may delete your account data in accordance with Section 10.5; and (v) any provisions intended by their nature to survive termination shall survive.

12.5 No Right to Reinstatement

Terminated users have no right to reinstatement. Kickbacks.ai may, in its sole discretion, permit creation of a new account by a previously terminated user, provided all outstanding obligations have been satisfied.

13. Intellectual Property Rights

13.1 Kickbacks.ai Ownership

All right, title, and interest in and to the Service, including the Software, website, algorithms, auction systems, analytics, trademarks, trade dress, and all associated intellectual property, are and shall remain the exclusive property of Kickbacks.ai and its licensors. This Agreement does not convey any ownership interest in the Service or its components.

13.2 Limited License to Users

Subject to your compliance with this Agreement, Kickbacks.ai grants you a limited, non-exclusive, non-transferable, revocable license to: (i) install and use the Software solely for its intended purpose; and (ii) access and use the website and platform features. This license does not permit: modification, distribution, derivative works, reverse engineering, decompilation, or removal of proprietary notices.

13.3 Advertiser Content License

By submitting Ad Content, Advertisers grant Kickbacks.ai a worldwide, non-exclusive, royalty-free license to: (i) reproduce, display, and transmit Ad Content through the Service; (ii) modify Ad Content solely as necessary for technical formatting; and (iii) use Advertiser's name and trademarks solely in connection with the display of advertisements. This license terminates when the associated campaign ends or the account is terminated.

13.4 Feedback

Any feedback, suggestions, or ideas you provide regarding the Service may be used by Kickbacks.ai without restriction, compensation, or attribution. You hereby assign to Kickbacks.ai all right, title, and interest in such feedback.

14. Disclaimers & Warranties

14.1 Service Provided "As Is"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, KICKBACKS.AI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

14.2 No Guarantee of Results

KICKBACKS.AI DOES NOT WARRANT THAT: (i) the Service will meet your requirements or expectations; (ii) earnings will reach any particular level; (iii) advertising campaigns will achieve any business results; (iv) the Service will be uninterrupted, timely, secure, or error-free; (v) defects will be corrected; or (vi) the Service is free of viruses or other harmful components.

14.3 Third-Party Content

Kickbacks.ai does not endorse, verify, or assume responsibility for any Ad Content, destination websites, or third-party products or services advertised through the Service. All transactions between users and advertisers are solely between those parties.

14.4 Software Risks

KICKBACKS.AI MAKES NO WARRANTY THAT THE SOFTWARE WILL NOT CONFLICT WITH, INTERFERE WITH, OR DAMAGE OTHER SOFTWARE, EXTENSIONS, FILES, OR SYSTEMS. YOU ASSUME ALL RISK OF DATA LOSS OR SYSTEM HARM ARISING FROM INSTALLATION OR USE OF THE SOFTWARE.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KICKBACKS.AI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

15.2 Liability Cap

KICKBACKS.AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (i) THE AMOUNT PAID BY YOU TO KICKBACKS.AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (ii) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

15.3 Essential Purpose

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 15 SHALL APPLY REGARDLESS OF WHETHER KICKBACKS.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

16. Indemnification

16.1 User Indemnification

You agree to defend, indemnify, and hold harmless Kickbacks.ai and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Service; (ii) your violation of this Agreement or any third-party terms; (iii) any dispute between you and your employer or any third party regarding your installation or use of the Software; (iv) any claim by a third-party platform or AI-assistant provider (such as Anthropic or Microsoft) arising from your use of the Software; and (v) your violation of any applicable law or regulation.

16.2 Advertiser Indemnification

Advertisers agree to defend, indemnify, and hold harmless Kickbacks.ai from and against any and all claims, damages, losses, and expenses arising out of or relating to: (i) Ad Content and the products or services promoted; (ii) destination websites and landing pages; (iii) infringement of intellectual property or other rights; (iv) false, misleading, or deceptive advertising claims; and (v) breach of any representation or warranty herein.

16.3 Indemnification Procedure

Kickbacks.ai will provide prompt notice of any claim subject to indemnification. The indemnifying party will have the right to control the defense and settlement of such claim, provided that Kickbacks.ai may participate with counsel of its own choosing at its own expense. The indemnifying party will not settle any claim in a manner that adversely affects Kickbacks.ai's rights without prior written consent.

17. Dispute Resolution & Arbitration

17.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact Kickbacks.ai informally to attempt to resolve the dispute. Both parties agree to negotiate in good faith for a period of at least thirty (30) days following written notice of the dispute.

17.2 Binding Arbitration

EXCEPT FOR DISPUTES RELATING TO INTELLECTUAL PROPERTY RIGHTS, CLAIMS FOR INJUNCTIVE RELIEF, AND CLAIMS THAT QUALIFY FOR SMALL-CLAIMS COURT (SECTION 17.7), ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED THROUGH BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA"). For an individual acting as a consumer, the AAA Consumer Arbitration Rules (and the Consumer Due Process Protocol) apply; for Advertisers and other business users, the AAA Commercial Arbitration Rules apply. The arbitration may be conducted by telephone, by videoconference, or by written submissions, or in person in the county of your residence; you will not be required to travel to Los Angeles. Shiftkeys Inc. will pay the arbitration filing, administrative, and arbitrator fees to the extent required by the applicable AAA rules and, for consumer arbitrations, any amount beyond the consumer's capped filing fee. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class Action Waiver

YOU AND SHIFTKEYS INC. AGREE THAT PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. This waiver does not apply to a representative action under the California Private Attorneys General Act ("PAGA") or any other representative claim that cannot be waived under applicable law: to the extent you bring such a claim, your individual claims are arbitrated, and any non-waivable representative claim is handled to the extent required by applicable law, including by severance from arbitration where required. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall be severed to a court of competent jurisdiction rather than arbitrated, and the remainder of this Section shall remain in effect.

17.4 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

17.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

17.6 Injunctive Relief

Notwithstanding the arbitration provisions above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

17.7 Small Claims

Either party may bring an individual claim in small-claims court if the claim qualifies and remains in that court.

17.8 Right to Opt Out of Arbitration

You may opt out of the arbitration and class-action-waiver provisions of this Section by sending written notice to support@kickbacks.ai within thirty (30) days after you first accept this Agreement, stating your intent to opt out and your account email. Opting out will not affect any other provision of this Agreement.

18. California Consumer Privacy Act (CCPA) & State Law Rights

18.1 CCPA Disclosures

This Section applies solely to California residents and supplements the privacy disclosures elsewhere in this Agreement. For purposes of the California Consumer Privacy Act of 2018, as amended ("CCPA"), Kickbacks.ai may act as a "business" with respect to personal information collected from California residents. Users located in the European Economic Area, the United Kingdom, or Switzerland should review Section 22 (International Users), which sets out the lawful bases on which we process personal data and the additional data-protection rights available to them.

18.2 Categories of Personal Information We Collect

The categories of personal information we collect from California residents — with, for each category, what it includes, its sources, and whether it is sold or shared with advertising partners — are set out in the chart in Section 3 of our Privacy Policy, which is incorporated into this Agreement (Section 21.1) and is the canonical statement of those disclosures; our use purposes are described in Section 5 and retention in Section 14 of the Privacy Policy. In summary: identifiers, commercial information, internet and device activity, derived fraud and security signals, and approximate (city- or region-level) geolocation are collected for all Earning Users; professional or demographic attributes, prompt and AI-response content (processed on our servers into a pseudonymous interest signal), and derived inferences are processed only for Boosted Mode accounts.

The contents of your prompts (Boosted Mode) may incidentally include sensitive personal information; we do not seek it, it is filtered and consented to as described in Section 10.8, and you may limit its use as described in Section 18.7. Providing information to advertising partners is treated as a "sale" or "sharing" under the CPRA (see Sections 18.3 and 18.7). We do not request sensitive personal information, and the Service is not designed to collect it as a category of its own. Categories such as racial or ethnic origin, national origin, citizenship or immigration status, religious or philosophical beliefs, union membership, health information, sex life or sexual orientation, gender identity, criminal history or crime-victim status, and government identifiers (such as Social Security, driver's-license, or passport numbers) are not requested, are not intended for advertising personalization, and are not knowingly used for that purpose, but may appear incidentally in Boosted-Mode prompt content, in which case the best-effort filtering and consent terms of Section 10.8 and the controls in Section 18.7 apply. We collect no biometric samples or identifiers, no genetic samples, no biological or neural data, no audio or visual recordings, and no education records, and we do not derive precise geolocation from your IP address (approximate city or region only); precise location details you type into prompt content are handled as incidental sensitive information under Section 10.8. Financial-account and payment-card numbers used for billing and payouts are collected and held by our payment processor, not by us.

18.3 How We Share Personal Information

We disclose personal information as described in Section 6 and Section 7 of our Privacy Policy, which are the canonical descriptions of the recipients and disclosures, subject to the Regional limits in Section 10.8. Under the CPRA, providing this information to advertising partners for cross-context behavioral advertising is a "sale" or "sharing." You can opt out as described in Section 18.7 and Section 10.8.

18.4 California Consumer Rights

If you are a California resident, you have the right to: (i) request disclosure of the categories and specific pieces of personal information we have collected; (ii) request deletion of personal information; (iii) request correction of inaccurate personal information; (iv) opt out of the sale or sharing of personal information; and (v) not receive discriminatory treatment for exercising these rights. To exercise these rights, contact us at privacy@kickbacks.ai or through the contact channels in Section 23.

18.5 Shine the Light Law

California Civil Code Section 1798.83 permits California residents to request information regarding our disclosure of personal information to third parties for direct marketing purposes. California residents may submit such a request once per calendar year by contacting us through the channels in Section 23.

18.6 California Online Erasure Law

California Business and Professions Code Section 22581 permits registered users who are minors to request removal of content they have publicly posted. While Kickbacks.ai does not operate a platform for user-generated public content, any such requests may be directed to our support team.

18.7 Your Privacy Choices

You control the sale or sharing of your personal information and the use of any sensitive personal information for advertising:

• Limit sensitive personal information. Switching to Private Mode stops the use of any sensitive information in your prompts to build an advertising profile.
• Limit sharing. Switch to Private Mode to stop sharing your prompt-derived profile with advertising partners.
• Stop. Turn off earning or sign out to stop all sale or sharing of your information with advertising partners.
• Global Privacy Control. On the Kickbacks.ai website we honor the Global Privacy Control (GPC) signal as an opt-out of the sale or sharing of information collected through the website, applied to the browser that sends the signal. Because the Kickbacks.ai software cannot receive browser signals, use your in-app mode and earning settings to control ad sharing there.

We will not discriminate against you for exercising your privacy rights, except as permitted for the financial incentive described in Section 18.8.

18.8 Notice of Financial Incentive

The Earnings Program is a financial incentive under the CPRA: in exchange for the sale or sharing of advertising data described in Section 10.8, we pay you the Revenue Split of the resulting advertising revenue. You opt in by enabling earning and may withdraw at any time by turning it off, which ends both the data sharing and the earnings. Participation is entirely voluntary. The material terms of the incentive — including the good-faith estimate of the value of consumers' data and the method used to calculate it — are set out in the Notice of Financial Incentive in our Privacy Policy (Section 11), which is the canonical statement of that notice.

18.9 Other State Privacy Laws

Residents of Virginia (VCDPA), Colorado (CPA), Connecticut (CTDPA), Delaware (DPDPA), Iowa (ICDPA), Kentucky (KCDPA), Maryland (MODPA), Minnesota (MCDPA), Montana (MCDPA), Nebraska (NDPA), New Hampshire (NHPA), New Jersey (NJDPA), Oregon (OCPA), Tennessee (TIPA), Texas (TDPSA), and Utah (UCPA) may have additional privacy rights under applicable state law. To the extent these laws apply to Kickbacks.ai's processing of your personal information, we will comply with applicable requirements. Contact us at privacy@kickbacks.ai to exercise rights under these laws.

19. Intellectual Property Complaints

19.1 Reporting Claimed Infringement

Kickbacks.ai respects intellectual property rights. If you believe that material available through the Service infringes your copyright or other intellectual property rights, email support@kickbacks.ai with: identification of the protected work, identification and location of the material you believe infringes it, your contact information, and a statement that you believe in good faith the use is unauthorized. We review such reports and may remove or disable access to material and, in appropriate circumstances, terminate the accounts of repeat infringers.

20. Modifications to Terms

20.1 Right to Modify

Kickbacks.ai reserves the right to modify this Agreement at any time. Except as provided in Section 20.2 for material changes, changes become effective upon posting of the revised Agreement on our website or through the Software. The "Last Updated" date at the top of this Agreement indicates when changes were last made.

20.2 Notice of Material Changes

For material changes that take effect without your consent and that (i) reduce the Revenue Split or earnings calculation methodology, (ii) introduce new non-opt-in data collection or sharing, (iii) change dispute resolution procedures, (iv) reduce our liability to you, or (v) materially change our discretionary payout or forfeiture terms (other than changes required by applicable law), we will provide reasonable advance notice before the changes take effect. Optional features that take effect only upon your affirmative opt-in are effective upon that opt-in and are not subject to this advance-notice period. Other changes are effective on posting. Notice may be provided via email, a notification in the Kickbacks.ai software, or website posting.

Transition to this version. For accounts created before the "Last updated" date above, any provision of this version that falls within the material-change notice categories of the previously posted Agreement takes effect on the earlier of (a) your first affirmative acceptance of this Agreement on or after that date (for example, when you enable or re-confirm an advertising mode, or otherwise expressly accept these terms in the product or on the website), or (b) thirty (30) days after the notice of these changes issued on the "Last updated" date; until then, the corresponding provisions of the previously posted version continue to govern for your account. All other provisions take effect on posting. Accounts created on or after the "Last updated" date are governed by this version from account creation. No advertising-partner data sharing occurs for any account except under an advertising mode you affirmatively enabled under this version's Section 10.8.

20.3 Continued Use as Acceptance

Except as provided in Section 20.2 (including its transition provisions and any advance-notice or affirmative-consent requirement of applicable law), your continued use of the Service after any modification constitutes acceptance of the modified terms. If you do not agree to modified terms, you must discontinue use and uninstall the Software.

21. General Provisions

21.1 Entire Agreement

This Agreement, together with the Kickbacks.ai Privacy Policy (incorporated herein by reference), constitutes the entire agreement between you and Shiftkeys Inc. regarding the Kickbacks.ai Service and supersedes all prior agreements, understandings, and representations. In the event of any conflict between this Agreement and the Privacy Policy with respect to data-protection obligations, the provision more protective of user data-protection rights shall control.

21.2 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

21.3 Waiver

No waiver of any provision shall be effective unless in writing signed by the waiving party. Failure to enforce any right shall not constitute a waiver of future enforcement.

21.4 Assignment

You may not assign this Agreement without prior written consent. Shiftkeys Inc. may assign this Agreement in connection with a merger, acquisition, or sale of assets.

21.5 Force Majeure

Kickbacks.ai shall not be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

21.6 Headings

Section headings are for convenience only and have no legal effect.

21.7 Notices

Notices to Kickbacks.ai must be sent to a contact channel in Section 23. Notices to users may be sent to the email address associated with the account or posted on the website.

21.8 Export Compliance

You represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country, and are not listed on any U.S. government prohibited or restricted party list.

21.9 Electronic Communications

By using the Service, you consent to receive electronic communications from Kickbacks.ai. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement for written communication.

21.10 No Agency

No agency, partnership, joint venture, or employment relationship is created by this Agreement.

22. International Users — GDPR, UK GDPR & Cross-Border Data Protection

22.1 Scope

This Section applies to Users located in the European Economic Area (EEA), the United Kingdom, and Switzerland, and to any other User to the extent the EU General Data Protection Regulation ("GDPR"), the UK GDPR, or a comparable data-protection law applies to Kickbacks.ai's processing of their personal data. It supplements Section 10 (Data Collection, Privacy & Telemetry) and, for the Users it covers, controls in the event of any conflict with another provision of this Agreement. Data-protection terms used in this Section (such as "controller," "processing," and "personal data") have the meanings given to them in the GDPR.

22.2 Data Controller

The controller of personal data processed in connection with the Service is Shiftkeys Inc., owner and operator of Kickbacks.ai. Users in the EEA, the United Kingdom, and Switzerland may contact Kickbacks.ai regarding any data-protection matter through the channels in Section 23.

22.3 Lawful Bases for Processing

Kickbacks.ai processes personal data only where it has a lawful basis: performance of our contract with you (creating and operating your account, measuring the qualifying activity that generates Earnings, calculating and disbursing Earnings, and providing support); our legitimate interests (preventing and investigating fraud, abuse, and security threats, protecting honest Users and Advertisers, and securing and improving the Service); compliance with legal obligations (tax, anti-money-laundering and sanctions screening, financial record-keeping, and lawful requests from authorities); and your consent, for processing that is genuinely optional or that requires it — including the advertising-partner sharing described in Section 10.8 and, for accounts under the regional limits in Section 3.3, serving internally sourced ads when you enable earning. Any special-category (sensitive) personal data that appears in Boosted Mode is processed on the basis of your explicit consent, collected through the sensitive-data acknowledgment shown when you enable Boosted Mode. Where we rely on consent, you may withdraw it at any time — by switching to Private Mode or turning off earning, as applicable — which stops further processing and sharing going forward without affecting processing already carried out or carried out on another lawful basis. Under Section 3.3, accounts in the EEA, the United Kingdom, and Switzerland operate in Private Mode only and their personal data is not shared with advertising partners; the advertising-partner and Boosted-Mode consent language in this Section applies to those accounts only if and where those features are made available. We do not subject you to decisions based solely on automated processing that produce legal or similarly significant effects except as described in, and subject to the safeguards of, Section 9.7.

22.4 Your Rights, Transfers, Retention & Complaints

Your data-protection rights (access, rectification, erasure, restriction, portability, objection, withdrawal of consent, and the rights concerning automated decisions described in Section 9.7), how to exercise them and our response timelines, the safeguards we rely on for international data transfers, our retention practices, and your right to lodge a complaint with your supervisory authority (in the United Kingdom, the Information Commissioner's Office) are set out in the Privacy Policy, Section 2, together with its Sections 10 (Your Rights & Choices) and 14 (Data Retention), which are incorporated into this Agreement under Section 21.1; if this Agreement and the Privacy Policy state a right or protection differently, whichever statement is more protective of you controls. Rights requests remain subject to the fraud-prevention, financial, record-keeping, and legal-retention exceptions described in Sections 10.4 and 10.5; where we cannot fully comply with a request (for example, where we are legally required to retain data), we will explain why.

23. Contact Information

If you have any questions, concerns, or requests regarding this Agreement or the Service, please contact us:

Shiftkeys Inc. (Kickbacks.ai)
General & support: support@kickbacks.ai
Privacy & data rights: privacy@kickbacks.ai