Terms of Service.

These Terms of Service (“Terms”) are a binding agreement between you (the “Customer”) and ShadowIQ Inc. (“ShadowIQ”, “we”, “us”). They apply to your access to and use of the ShadowIQ website, product, APIs, SDKs, and any documentation (together, the “Services”).

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree with any part of these Terms, you must not use the Services.

You are responsible for keeping account credentials confidential and for all activity that occurs under your account. You must notify us promptly of any suspected unauthorized access. We may suspend or terminate access where we reasonably believe continued access presents a security risk, violates these Terms, or violates law.

The Services are not intended for consumers. You may use the Services only for lawful business purposes and in accordance with your executed order form, if any.

You agree not to:

• reverse engineer, decompile, or disassemble the Services except to the extent expressly permitted by applicable law;
• use the Services to develop a competing product, or to benchmark the Services without our prior written consent;
• transmit malware, probe, scan, or attempt to breach the security of the Services;
• use the Services to process content that is unlawful, defamatory, or infringes third-party rights;
• resell or sublicense the Services except as expressly permitted under an executed order form.

You retain all rights in content you submit to the Services (“Customer Data”). We process Customer Data only to provide the Services, maintain security, and comply with law. We will not use Customer Data to train our models. Our processing of personal data is governed by the Privacy Policy and, where applicable, the Data Processing Addendum.

Each party will protect the other's confidential information with the same degree of care it uses for its own confidential information (and in any event no less than reasonable care), and will not disclose it except to personnel with a need to know who are bound by confidentiality obligations.

Availability targets, support response times, and uptime credits are described in the order form or Service Level Agreement (SLA) that accompanies your subscription. Free-tier or evaluation use has no SLA.

We may make changes to the Services from time to time for feature, security, or compliance reasons. We will provide advance notice of material decreases in functionality.

Fees are set in your order form. Fees are non-cancellable and non-refundable except as required by law or expressly stated in the order form. Unless otherwise stated, fees do not include taxes, which are your responsibility (other than taxes on our net income).

These Terms apply from the date you first access the Services and continue until terminated as described herein or in your order form. Either party may terminate for material uncured breach after 30 days' written notice. Upon termination, your right to access the Services ends and we will delete or return Customer Data in accordance with the DPA.

We warrant that the Services will perform materially in accordance with published documentation during an active subscription. Except for this warranty and those expressly stated in your order form, the Services are provided “as is” and we disclaim all other warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

The Services are designed to assist with AI governance; they are not a substitute for independent legal, compliance, or risk judgment.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages, or for lost profits, revenues, goodwill, or data. Our aggregate liability under these Terms will not exceed the fees paid by Customer to ShadowIQ in the twelve months preceding the event giving rise to liability. These limits do not apply to breaches of confidentiality, indemnification obligations, or a party's willful misconduct.

We will defend and indemnify you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and will pay damages or settlement amounts that a court or settlement finally awards. You will defend and indemnify us against third-party claims arising from Customer Data, your use of the Services in violation of these Terms, or your violation of law.

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware will have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual property.

These Terms, together with any order form and the DPA, are the entire agreement between the parties regarding the Services. If any provision is found unenforceable, the remainder will remain in effect. Neither party may assign these Terms without the other's consent, except to a successor in interest.