These Terms of Service ("Terms") govern your purchase and use of products, skill packs, and consulting services offered by Banfield Consulting, LLC (DBA Sidebar Code) ("Sidebar Code," "we," "us," or "our"). By purchasing a product or engaging our consulting services, you agree to these Terms.
Important. Sidebar Code provides workflow automation templates and AI configuration guidance. Sidebar Code is not a law firm. Banfield Consulting, LLC does not provide legal services or legal advice. All outputs generated using our products must be reviewed and approved by a licensed attorney before use. You are solely responsible for verifying the accuracy, applicability, and compliance of any output produced by any AI workflow based on our products.
Upon purchase and payment, Sidebar Code grants the Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Materials for the internal business purposes of the purchasing Firm. The license permits unlimited use of the Licensed Materials by the attorneys and staff of the purchasing Firm.
Licensee may:
Licensee may not:
The license covers a single Firm. If the purchasing attorney is a solo practitioner, the license covers that attorney's practice. If the purchasing attorney is part of a multi-attorney Firm, the license covers the entire Firm. Mergers, acquisitions, or structural changes to the Firm do not extend the license to a successor or acquiring entity without Sidebar Code's written consent.
Products are delivered electronically to the email address provided at purchase. Delivery occurs immediately upon payment confirmation or within a reasonable time thereafter. Licensee is responsible for providing a valid email address and downloading the Licensed Materials promptly upon receipt.
All Products are sold at the prices displayed on the Sidebar Code website at the time of purchase. Payment is processed through Stripe. Prices are in US dollars and exclude any applicable taxes.
Due to the digital nature of the Licensed Materials and the immediate delivery upon purchase, all sales are final. Sidebar Code does not offer refunds except in the following limited circumstances:
Refund requests must be submitted to kyle@sidebarcode.com within fourteen days of purchase with a clear description of the issue.
All consulting engagements, including Foundation, Implementation, Modernization, and Custom Agent Workflow engagements, require a signed engagement letter before work begins. The engagement letter governs the scope, deliverables, timeline, and payment terms for that specific engagement and takes precedence over these Terms where the two conflict.
Consulting engagements require payment in full or an agreed-upon deposit before any work begins or any scheduling is confirmed. Sidebar Code does not extend credit, bill hourly against a retainer without a signed agreement, or begin work on the basis of verbal commitments.
Any changes to the scope of a consulting engagement must be documented in a written change order signed by both parties. Out-of-scope work is billed at Sidebar Code's then-current hourly rate with a two-hour minimum.
Sidebar Code is an AI workflow integration consultancy. Nothing delivered by Sidebar Code, whether as a Product or as part of a consulting Service, constitutes legal advice. Sidebar Code is not a law firm, does not represent clients, and does not establish an attorney-client relationship with any purchaser or engagement party.
All outputs generated by the Licensed Materials, whether pleadings, analyses, deposition outlines, oral argument memos, or any other work product, must be reviewed and approved by a licensed attorney before being filed, served, presented, or otherwise used in any legal matter. The Licensee's attorneys remain fully responsible for the accuracy, legal sufficiency, and ethical compliance of any work product generated using the Licensed Materials.
Sidebar Code does not guarantee the accuracy, completeness, or applicability of any AI-generated output. Large language models are probabilistic and can produce errors, hallucinated citations, misstatements of law, or outputs that do not apply to the specific facts or jurisdiction of a given matter. Licensee acknowledges this limitation and assumes full responsibility for verifying all output.
Licensee is solely responsible for complying with the rules of professional conduct, bar regulations, court standing orders, and any other ethical or regulatory obligations that apply to the use of AI in legal practice in Licensee's jurisdiction. This includes disclosure obligations, supervision requirements for AI-assisted work product, and any client consent requirements.
Sidebar Code recommends that all AI usage policies, governance frameworks, and ethics-related materials delivered as part of a consulting Service be reviewed by the Licensee's own bar counsel or ethics committee before adoption by the Firm.
Sidebar Code retains all right, title, and interest in the Licensed Materials, including all copyrights, trademarks, trade secrets, and other intellectual property rights. The license granted in Section 2 does not transfer ownership of any intellectual property to the Licensee.
If Licensee provides feedback, suggestions, or improvements regarding the Licensed Materials, Licensee grants Sidebar Code a perpetual, royalty-free, worldwide license to use, modify, and incorporate that feedback into future versions of the Licensed Materials without obligation or attribution.
For consulting engagements that produce custom work product (such as a firm-specific CLAUDE.md configuration or a custom agent workflow), Sidebar Code grants the Licensee a perpetual license to use that custom work product within the Firm. Sidebar Code retains the right to use the general methodologies, frameworks, and anonymized learnings from the engagement in future work, provided no client-identifying or matter-specific information is disclosed.
THE LICENSED MATERIALS AND CONSULTING SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SIDEBAR CODE DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SIDEBAR CODE DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET THE LICENSEE'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIDEBAR CODE'S TOTAL LIABILITY TO LICENSEE FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS, THE LICENSED MATERIALS, OR ANY CONSULTING SERVICES IS LIMITED TO THE AMOUNT LICENSEE PAID TO SIDEBAR CODE IN THE TWELVE MONTHS PRECEDING THE CLAIM.
IN NO EVENT WILL SIDEBAR CODE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, SANCTIONS, MALPRACTICE CLAIMS, OR ADVERSE LEGAL OUTCOMES, EVEN IF SIDEBAR CODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Licensee agrees to indemnify, defend, and hold harmless Sidebar Code, Banfield Consulting, LLC, Kyle Banfield individually, and their affiliates, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from or related to:
Sidebar Code may terminate the license granted in Section 2 immediately if Licensee materially breaches these Terms, including the prohibited uses in Section 2.3. Upon termination, Licensee must cease all use of the Licensed Materials and destroy all copies in its possession. Termination does not entitle the Licensee to a refund.
These Terms are governed by the laws of the State of Arizona, without regard to conflict of law principles. Any dispute arising from or related to these Terms will be resolved exclusively in the state or federal courts located in Maricopa County, Arizona, and the parties consent to the personal jurisdiction of those courts.
Sidebar Code may update these Terms from time to time. Updated Terms apply prospectively to new purchases and new engagements. Prior purchases remain governed by the Terms in effect at the time of purchase.
These Terms, together with any applicable engagement letter for consulting Services, constitute the entire agreement between Sidebar Code and Licensee regarding the subject matter and supersede all prior or contemporaneous agreements, whether written or oral.
Questions about these Terms or any Sidebar Code Product or Service should be directed to:
Banfield Consulting, LLC (DBA Sidebar Code)
Email: kyle@sidebarcode.com
Before Purchase or Engagement. By completing a purchase of any Sidebar Code Product or by signing an engagement letter for any Sidebar Code Service, you acknowledge that you have read, understood, and agreed to these Terms of Service, including the attorney review requirement in Section 6, the limitation of liability in Section 10, and the indemnification obligation in Section 11.