Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Shield (“we,” “us,” or “our”), governing your access to and use of the Shield platform, APIs, documentation, and related services (collectively, the “Service”).

By creating an account, accessing the Service, or using any Shield API, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “Customer” refers to that entity.

You must be at least eighteen (18) years of age to use the Service. If you do not agree to these Terms, you may not access or use the Service.

2. Service Description

Shield provides tamper-proof transaction evidence infrastructure delivered as a cloud-based application programming interface (API). The Service enables customers to create, maintain, and export cryptographically secured audit trails for business transactions, compliance workflows, and evidentiary record-keeping.

Core capabilities of the Service include:

• SHA-256 hash chain verification for tamper-evident event integrity
• RFC 3161 compliant timestamps issued by independent Time Stamping Authorities (available on Starter plan and above)
• PDF and JSON export of cryptographically verified audit reports
• RESTful API for programmatic event ingestion, retrieval, and session management
• Client SDKs for integration into customer applications
• Dashboard for session management, team administration, and billing

The specific features, event limits, data retention periods, and service levels available to you depend on your subscription plan, as described in Section 6 and Section 7 of these Terms.

3. Account and API Key Responsibilities

To use the Service, you must create an account by providing a valid email address and completing the authentication process. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date.

Upon account creation, Shield will issue you one or more API keys for programmatic access to the Service. You are solely responsible for:

• Maintaining the confidentiality and security of your account credentials, passwords, and API keys
• All activity that occurs under your account or through your API keys, whether or not authorized by you
• Immediately notifying Shield at [email protected] upon discovering any unauthorized use of your account or any other security breach
• Rotating or regenerating API keys if you suspect they have been compromised

Shield will not be liable for any loss or damage arising from your failure to safeguard your account credentials or API keys. API keys are hashed using SHA-256 before storage and cannot be recovered once issued. If you lose an API key, you must generate a new one.

4. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with all applicable local, state, national, and international laws and regulations. You shall not, and shall not permit any third party to:

• Use the Service to store, transmit, or process any data that is unlawful, defamatory, obscene, or that infringes upon or misappropriates any third party's intellectual property rights or privacy rights
• Submit data containing malware, viruses, or any other harmful code to the Service
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service through hacking, password mining, or any other means
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of any part of the Service
• Circumvent, disable, or otherwise interfere with any security-related, rate-limiting, or usage-limiting features of the Service
• Use the Service to create a competing product or service, or to benchmark the Service for the purpose of developing a competing product
• Resell, sublicense, or distribute access to the Service without prior written consent from Shield
• Use the Service in any manner that could damage, disable, overburden, or impair Shield's servers or networks
• Fabricate, falsify, or forge audit trail data with the intent to misrepresent or deceive

Shield reserves the right to investigate and take appropriate action, including suspending or terminating your account without notice, if we reasonably believe that you have violated this Acceptable Use Policy. Shield may also report violations to appropriate law enforcement authorities.

5. Data Ownership

As between you and Shield, you retain all right, title, and interest in and to all data, content, and information that you submit to or through the Service (“Customer Data”). Shield does not claim any ownership interest in Customer Data.

By using the Service, you grant Shield a limited, non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, and process Customer Data solely as necessary to provide and improve the Service, comply with applicable law, and enforce these Terms. This license terminates when you delete your Customer Data or when your account is terminated, subject to any applicable retention periods described in Section 7.

Shield does not sell, rent, or otherwise disclose Customer Data to third parties, except as necessary to provide the Service (for example, to infrastructure hosting providers), as required by law, or with your prior written consent.

Shield retains all right, title, and interest in and to the Service, including all software, technology, documentation, trademarks, and intellectual property embodied therein. Nothing in these Terms grants you any right to use Shield's trademarks, logos, or branding without prior written consent.

6. Plan-Based Service Levels

Shield offers multiple subscription plans with varying features, usage limits, and service level commitments. The service level commitment applicable to your account depends on your current subscription plan:

• Free:The Free plan is provided on an “as is” and “as available” basis. No service level agreement, uptime commitment, or availability guarantee of any kind is provided. Shield may modify, suspend, or discontinue Free plan access at any time without notice.
• Starter and Pro: Shield will use commercially reasonable efforts to maintain the availability of the Service. While Shield targets high availability, no specific uptime percentage is guaranteed. Scheduled maintenance windows will be communicated via email when practicable.
• Business: Shield will use commercially reasonable efforts to maintain high availability of the Service. While Shield targets 99.9% monthly uptime for the core API, no specific uptime percentage is guaranteed at this time. Shield will communicate any scheduled maintenance windows via email when practicable.
• Enterprise: Enterprise customers receive a custom service level agreement as defined in their separate Enterprise Agreement. Enterprise SLA terms supersede the general terms set forth in this section.

All plans are subject to the event volume limits and feature restrictions published on Shield's pricing page at the time of your subscription. Shield reserves the right to update plan features and pricing with thirty (30) days' written notice to existing subscribers. Price changes will not apply to your subscription until the start of your next billing cycle.

7. Data Retention

Shield retains Customer Data, including event data, session records, and associated metadata, in accordance with the retention period specified by your subscription plan:

• Free: 1 month
• Starter: 6 months
• Pro: 5 years
• Business: Permanent
• Enterprise: Unlimited (or as specified in your Enterprise Agreement)

If you upgrade your subscription plan, the retention period of existing active events will be extended to match the retention period of the new plan.

If you downgrade your subscription plan, the retention period applicable to events created prior to the downgrade will remain unchanged. Only events created after the downgrade will be subject to the retention period of the new plan.

Upon expiration of the applicable retention period, event payload data is permanently deleted. However, cryptographic anchors (SHA-256 root hashes and RFC 3161 timestamps) are retained permanently to allow verification that a session existed and was sealed, without exposing the underlying content.

Shield is not obligated to maintain, export, or return any Customer Data after the retention period has expired, except for the cryptographic anchors described above.

Shield may retain de-identified, aggregated usage statistics (such as total event counts and API call volumes) for internal analytics and service improvement purposes after Customer Data is deleted. Such aggregated data cannot be used to identify any individual customer or reconstruct Customer Data.

8. Evidence Disclaimer

SHIELD PROVIDES CRYPTOGRAPHIC AUDIT TRAIL INFRASTRUCTURE THAT MAY SUPPORT ADMISSIBILITY OF ELECTRONIC RECORDS UNDER THE FEDERAL RULES OF EVIDENCE, INCLUDING RULE 902(13) (CERTIFIED RECORDS GENERATED BY AN ELECTRONIC PROCESS OR SYSTEM) AND RULE 902(14) (CERTIFIED DATA COPIED FROM AN ELECTRONIC DEVICE, STORAGE MEDIUM, OR FILE). HOWEVER, SHIELD MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, THAT ANY RECORD, AUDIT TRAIL, EXPORT, HASH CHAIN, TIMESTAMP, OR OTHER OUTPUT GENERATED BY OR THROUGH THE SERVICE WILL BE DEEMED ADMISSIBLE, LEGALLY SUFFICIENT, AUTHENTICATED, OR GIVEN ANY PARTICULAR EVIDENTIARY WEIGHT IN ANY COURT, TRIBUNAL, ARBITRATION, REGULATORY PROCEEDING, OR OTHER LEGAL FORUM IN ANY JURISDICTION. THE ADMISSIBILITY AND EVIDENTIARY VALUE OF ANY RECORD IS DETERMINED SOLELY BY THE APPLICABLE COURT OR TRIBUNAL IN ITS DISCRETION, BASED ON THE APPLICABLE RULES OF EVIDENCE, THE SPECIFIC FACTS AND CIRCUMSTANCES OF THE CASE, AND ANY APPLICABLE FOUNDATIONAL REQUIREMENTS. SHIELD IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. CUSTOMER SHOULD CONSULT WITH QUALIFIED LEGAL COUNSEL REGARDING THE ADMISSIBILITY AND EVIDENTIARY USE OF ANY RECORDS GENERATED THROUGH THE SERVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT SHIELD SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY COURT OR TRIBUNAL'S DECISION TO EXCLUDE, LIMIT, OR GIVE REDUCED WEIGHT TO ANY RECORD PRODUCED THROUGH THE SERVICE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHIELD, ITS REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SHIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIELD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO SHIELD DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER IS ON THE FREE PLAN AND HAS PAID NO FEES, SHIELD'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY UNITED STATES DOLLARS (USD $50.00).

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHIELD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SHIELD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SHIELD DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability for consequential or incidental damages, so the above limitations may not apply to you in full. In such jurisdictions, Shield's liability shall be limited to the greatest extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Shield, its representatives, successors, and assigns from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your use of the Service or any activity under your account
• Customer Data or any content you submit to the Service
• Your violation of these Terms
• Your violation of any applicable law, regulation, or third-party right
• Any claim by a third party that Customer Data infringes or misappropriates that third party's intellectual property rights or privacy rights
• Any representation made by you regarding the admissibility or legal effect of records produced through the Service

Shield will promptly notify you of any such claim and will provide reasonable cooperation at your expense in the defense of such claim. Shield reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

11. Termination

Either party may terminate these Terms at any time by providing written notice to the other party. You may terminate your account by contacting Shield at [email protected] or by using the account cancellation feature in the Dashboard.

Shield may suspend or terminate your access to the Service immediately, without prior notice or liability, if you breach any provision of these Terms, if your account is used for any unauthorized or illegal activity, or if Shield is required to do so by law.

Upon termination, Shield will provide you with a thirty (30) day data export window during which you may download or export your Customer Data through the API or Dashboard. After the thirty (30) day export window expires, all Customer Data associated with your account will be permanently and irreversibly deleted from Shield's systems. Shield shall have no obligation to maintain, export, or return any Customer Data after this period.

Termination of these Terms shall not relieve you of any obligation to pay fees that accrued prior to termination. No refunds will be issued for any prepaid fees for the remaining portion of a billing period unless otherwise required by applicable law. The following sections shall survive termination: Section 5 (Data Ownership), Section 8 (Evidence Disclaimer), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 12 (Governing Law), and this Section 11.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if the parties cannot agree, by a single arbitrator appointed by the AAA. The seat of arbitration shall be Wilmington, Delaware. The language of the arbitration shall be English.

The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines otherwise.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

You agree that any arbitration or proceeding shall be conducted on an individual basis and not as a class action, collective action, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Shield.

13. Changes to Terms

Shield reserves the right to modify these Terms at any time. When we make material changes, we will notify you by email at the address associated with your account and will update the “Last updated” date at the top of this page. Changes will become effective thirty (30) days after the notification is sent, unless the changes are required by law, in which case they may take effect immediately.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may terminate your account in accordance with Section 11.

14. General Provisions

Entire Agreement. These Terms, together with Shield's Privacy Policy and any applicable Enterprise Agreement or order form, constitute the entire agreement between you and Shield with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. The failure of Shield to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms or your rights or obligations hereunder without Shield's prior written consent. Shield may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Force Majeure. Shield shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond Shield's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, epidemics, power outages, internet or telecommunications failures, or cyberattacks.

15. Contact

If you have any questions about these Terms of Service, please contact us at [email protected].

Shield
[email protected]