Terms of Use | SHIELD

SHIELD Online Terms of Use

Last Updated: April 2024

Please read these SHIELD Online Terms of Use (“Terms”) carefully. These Terms are provided to you (“Customer”) by SHIELD AI Technologies Pte. Ltd. (“SHIELD”) and governs Customer’s access to and use of the Services. These Terms, any accompanying Order Form, the Data Processing Addendum (if applicable) and any exhibits and schedules attached thereto, constitute the complete understanding between the parties (“Agreement”) and is effective on the earlier of: (a) the date that the Order Form is fully executed by the parties, or (b) Customer’s initial access to and use of the Services or the SHIELD Portal (“Effective Date”). Commencing as of the Effective Date, Customer agrees to be bound by the Agreement. If Customer does not accept these Terms, Customer is not authorized to access or use the Services.

1. Definitions

1.1 “Access Protocols” means the necessary passwords, keys, security protocols and policies and network links or connections as may be necessary to access the SHIELD Solution.
1.2 “Application Programming Interface” or “API” means the SHIELD application programming interface and any related scripts, widgets, embeddable snippets, and other tools provided in connection therewith.
1.3 “Authorized Users” means the Customer and Representatives that Customer allows to access and use the Services on its behalf by sending an invitation for the Services.
1.4 “API Key” is a unique software key issued to Customer for the purpose of enabling data interchange between the Customer Platform (as defined in Section 3.) and the SHIELD Solution.
1.5 “Order Form” means any written order form or other ordering document signed by SHIELD and Customer referencing these Terms, and containing the pricing, subscription term, and other specific terms and conditions applicable to Customer’s access to and use of the Services.
1.6 “SHIELD Portal” means the online web portal maintained by SHIELD, which includes information concerning Order Forms and related features, products, and services which Customer may access using log in credentials.
1.7 “Services” collectively includes the SHIELD Solution and API.

2. Provision of Services

2.1 “SHIELD Solution” is a Software-as-a-Service risk intelligence platform.
2.2 Access. Subject to Customer’s payment of the fees set forth in the Order Form (“Fees”), SHIELD will provide Customer and its Authorized Users with access to, and use of the Services via the Access Protocols and API Key provided by SHIELD. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and will notify SHIELD promptly of any unauthorized use.
2.3 Support Services. Subject to this Agreement, SHIELD will exercise commercially reasonable efforts to (a) provide support for the use of the Services to Customer and (b) keep the Services operational and available to Customer.

3. Intellectual Property

3.1 Grant of Rights. Subject to this Agreement, SHIELD grants to Customer a revocable, non-exclusive, non-transferable, non-assignable right during the Term, for Customer’s internal business purposes and in accordance with any usage limitations, (a) to access and use the SHIELD Solution in accordance with the technical materials provided in hard copy or electronic form describing the use and operation of the SHIELD Solution (“Documentation”); (b) to use the Documentation solely to support Customer’s use of the SHIELD Solution; and (c) to access and use the APIs to interface the SHIELD Solution to the websites and/or platforms owned by or under the control of the Customer (“Customer Platform”). Customer may permit any Authorized Users to access and use Services as contemplated by this Agreement.
3.2 Restrictions. Customer will not permit any Authorized User to: (a) allow any third party to access the Services or Documentation (“SHIELD Properties”), except as expressly permitted herein; (b) modify, adapt, alter or translate SHIELD Properties; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of SHIELD Properties for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services or API; (e) interfere in any manner with the operation of the Services or API, or the hardware and network used to operate the Services; (f) modify, copy or make derivative works based on any part of SHIELD Properties; (g) access or use the Services, to build a similar or competitive product or service; (h) attempt to access the Services or API through any unapproved interface; or (i) otherwise use SHIELD Properties in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement.
3.3 Ownership. The Services and Documentation, and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of SHIELD and its suppliers. All licenses and rights in and to the Services and Documentation not expressly granted to Customer in this Agreement are reserved by SHIELD and its suppliers. No ownership rights or interests in the SHIELD's intellectual property are granted, transferred, or created by the Customer's use of such intellectual property, whether during the term of this Agreement or thereafter.
3.4 Open-Source Software. Except as provided in Sections 3.1 and 9., certain items of software may be provided to Customer with the Services and are subject to “open source” or “free software” licenses (“Open-Source Software”). Each item of Open-Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software and is not subject to Section 3.1 or 9.
3.5 Feedback. Customer hereby grants to SHIELD a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any services provided by SHIELD to Customer under this Agreement, including, but not limited to, the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Authorized Users, relating to the Services. SHIELD will not identify Customer as the source of any such feedback.

4. Fees and Payments

4.1 Customer agrees to pay the Fees set forth in Customer’s Order Form(s). Except as otherwise set forth on the Order Form, all Fees are billed monthly in arrears and due within fourteen (14) days of the date of the invoice. Unpaid amounts will incur interest from the original invoice due date at a rate equal to 1.5% per month or the maximum rate permitted by applicable law, whichever is lower and may result in immediate suspension of the Services. Customer will pay all applicable sales, use, value-added and other taxes, and all applicable duties, penalties, interest, tariffs, assessments, export and import fees, Bank Transfer fees and other similar charges associated with the Services.
4.2 SHIELD accepts payment of Fees via inbound wire transfer or ACH (collectively, “Bank Transfers”). SHIELD will provide Bank Transfer instructions to Customer in writing and Customer must remit all in accordance with such instructions. Customer agrees and understands that Bank Transfer services are provided to Customer by a third-party financial institution and that such payments are subject to any applicable terms and conditions of that third-party financial institution. SHIELD is not responsible for any charges or costs incurred by Customer in connection with a Bank Transfer. To the extent applicable, Customer consents and authorizes SHIELD to disclose any information and payment instructions that Customer provides in connection with a Bank Transfer in accordance with applicable law.

5. Customer Data and Responsibilities

5.1 License; Ownership. Customer is responsible for all obligations regarding the accuracy, quality and legality of any information provided by, or on behalf of, Customer or its Authorized Users in connection with the Agreement. (“Customer Data”). Customer will obtain all third-party rights, licenses, consents and permissions needed for SHIELD to provide the Services. Customer grants SHIELD a non-exclusive, worldwide, royalty-free and fully paid license during the Term: (a) to use the Customer Data as necessary under this Agreement; (b) to use and display the Customer trademarks, service marks, and logos as required to provide the Services and in marketing materials, testimonials and case studies pre-approved by Customer; and (c) to use the Customer Data in an aggregated and anonymized form to: (i) improve the services and products provided by SHIELD; (ii) provide analytics and benchmarking services; and (iii) generate and disclose any information collected or deduced by SHIELD in relation to the Services (“Usage Data”), provided, however, that no Customer-only statistics will be disclosed to third parties without Customer’s consent. Customer will own all rights, title, and interest in and to the Customer Data. SHIELD will own all rights, title and interest in and to Usage Data.
5.2 Personal Data. Customer expressly consents to data collection and processing in accordance with SHIELD’s Privacy Policy located at https://shield.com/privacy-policy (“Privacy Policy”). Except as otherwise set forth in an Order Form and the Privacy Policy, SHIELD does not process Personal Data under applicable national, federal, state, and provincial laws relating to data privacy, the protection of Personal Data, and the cross-border transfer of Personal Data (the “Data Privacy Laws”). “Personal Data” means (i) any information relating to identifiable natural person who can be identified, directly or indirectly; or (ii) as defined by applicable Data Privacy Laws, including but not limited to the California Consumer Privacy Act or the European Union’s General Data Protection Regulations (the “GDPR”). For data processing and international data transfers subject to GDPR, when applicable the parties shall execute a Data Processing Addendum (“DPA”) with Standard Contractual Clauses.

6. Warranties and Disclaimers

6.1 Limited Warranty. SHIELD represents and warrants that it will provide the Services and perform its other obligations under this Agreement to Customer in a professional and workmanlike manner substantially consistent with general industry standards (“Performance Warranty”). Upon Customer notifying SHIELD in writing within thirty (30) days following a non-conformity to the Performance Warranty, SHIELD will, as Customer’s sole and exclusive remedy provide the support in Section 2.3.
6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” AND SHIELD MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SHIELD DOES NOT WARRANT THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

7. Limitation of Liability
‍TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHIELD, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SHIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF SHIELD ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED SHIELD’S FEES PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL SHIELD’S AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.

8. Confidentiality

8.1 “Confidential Information” means all information of a party disclosed (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or is information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, any pricing information, any proprietary materials provided, including product plans, technology and technical information, business and marketing plans and business processes disclosed by such party. The Agreement is Confidential Information of both parties.
8.2 The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information, (b) not to use such Confidential Information except as necessary to perform its obligations or exercise its rights hereunder and (c) not to divulge to any third person any such Confidential Information except to its employees, contractors and advisors (collectively, “Representatives”) who (i) need to know such information for the Disclosing Party to perform its obligations or exercise its rights hereunder and (ii) are informed of the confidential nature of the information and are bound by confidentiality obligations consistent with those contained herein. The Receiving Party shall be responsible for any breaches of confidentiality by its Representatives. SHIELD may use any data and information it collects relating to the Services for development, diagnostic and corrective purposes related to the services. The SHIELD Properties and all enhancements and improvements will also remain Confidential Information of SHIELD.
8.3 The confidentiality obligations in this Section will not apply to information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party without any confidentiality obligations; (c) was already known to the Receiving Party at the time of disclosure without any confidentiality obligations, as evidenced by written records; or (d) was independently developed by the Receiving Party’s Representatives without any access to the Confidential Information, as evidenced by written records.
8.4 The Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or as required by law, court order or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party to seek an appropriate protective order.

9. Indemnification

9.1 By SHIELD. SHIELD will defend at its expense any suit brought against Customer, and will pay any settlement SHIELD makes or approves, or any damages finally awarded in such suit, arising from a claim by any third party alleging that the SHIELD Solution infringes such third party’s intellectual property rights. If the SHIELD Solution becomes, the subject of a claim of infringement, SHIELD may, at SHIELD’s option: (a) procure for Customer the right to continue using the SHIELD Solution; (b) replace the SHIELD Solution with non-infringing software or services which do not materially impair the functionality of the SHIELD Solution; (c) modify the SHIELD Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect. Upon termination, Customer will immediately cease all use of the Services and Documentation. Notwithstanding the foregoing, SHIELD will have no obligation under this Section or otherwise with respect to any infringement claim based upon (i) any use of the SHIELD Solution not in accordance with this Agreement; (ii) any use of the SHIELD Solution in combination with other products, equipment, software or data not supplied by SHIELD; or (iii) any modification of the SHIELD Solution by any person other than SHIELD or its authorized agents (collectively, “Exclusions”). This Section states the sole and exclusive remedy of Customer and the entire liability of SHIELD, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
9.2 Customer will defend at its expense any suit brought against SHIELD, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to an Exclusion. This Section states the sole and exclusive remedy of SHIELD and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
9.3 Procedure. The indemnifying party’s obligations in this Section are expressly conditioned upon: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party solely controlling the defense or settlement of any claim or suit; and (c) the indemnified party cooperating with the indemnifying party to facilitate the settlement or defense of any claim or suit.

10. Term and Termination
Except as otherwise set forth on the Order Form, this Agreement will begin on the Effective Date and continue in full force and effect while Customer uses any Services (the “Term”), unless earlier terminated in accordance with this Agreement. The terms for an Order Form shall be set forth in such Order Form. Either party may terminate this Agreement or an Order Form (i) upon written notice to the other party of a material breach of this Agreement, provided that such breach remains uncured for more than thirty (30) days after receipt of the written notice or (ii) if there are no outstanding Order Forms between the parties for a period of at least six (6) months. Upon termination or expiration of this Agreement for any reason any amounts owed to SHIELD under this Agreement will become immediately due and payable. Sections: Restrictions, Ownership, Feedback, Fees, Disclaimer, Limitation of Liability, Confidentiality, Indemnification, and Miscellaneous will survive expiration or termination of this Agreement.

11. Miscellaneous
‍The parties are independent contractors. Nothing herein will be construed as creating any agency, partnership, or other form of joint enterprise between the parties, and neither party may create any obligations or responsibilities on behalf of the other party. This Agreement will be governed by the laws of Singapore without regard to the conflicts of laws provisions thereof. The parties consent to exclusive jurisdiction and venue for any action arising under this Agreement to be in the courts located in Singapore. To the extent applicable, Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from SHIELD, or any products utilizing such data, in violation of the United States export laws or regulations. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to the Services. All notices related to this Agreement must be delivered in writing, if to SHIELD, at 1 Fifth Avenue, Guthrie House #04-06, Singapore 268802, or by emailing legal@shield.com and if to Customer by email at the email address listed when signing up for the Services. Any provision of the Agreement held by a court of competent jurisdiction to be contrary to law, the applicable provision(s) will be modified accordingly and reasonably interpreted to accomplish the objectives of the original provision, and the remaining provisions of the Agreement will remain in effect. Any failure of a party to exercise or enforce any of its rights under the Agreement will not act as a waiver of such rights. SHIELD shall not be liable for any non-performance or delay in the performance of its obligations hereunder due to any cause beyond SHIELD's reasonable control or due to acts of God, acts of civil or military authorities, terrorist acts, fires, pandemic, floods, governmental rules or regulations, war, riot, power outages. This Agreement is not assignable by Customer, without the prior written consent of SHIELD. This Agreement represents the entire agreement and supersedes all previous agreements between the parties. In the event of a conflict between the terms of the Agreement, the order of precedence will be: (1) the DPA, (2) the Order Form, solely to the extent of the conflict, and then (3) the Terms.