Terms of Service

TERMS OF SERVICE These Terms of Service (the “Terms”) are a binding agreement between you and Shieldeum, LLC (“Shieldeum” or “us/our/we”) or our affiliates. These Terms govern your use of Shieldeum's website, web app, application programming interface, software, tools, developer services, data, documentation, and websites (the “Services”). These Terms include our Cookies Policy and Privacy Policy and any applicable usage policies, and other documentation, guidelines or policies we may provide in writing. Services are licensed, not sold to you, subject to your acceptance without modification of the terms, conditions, and notices contained herein. YOU INDICATE ACCEPTANCE OF THESE TERMS THROUGH YOUR CONTINUED USE OF THE SERVICES. YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, CEASE USE OF THE SERVICES. SECTIONS BELOW INCLUDE AN ARBITRATION PROVISION AS WELL AS A CLASS ACTION WAIVER. YOU AGREE TO SETTLE ALL DISPUTES BY BINDING INDIVIDUAL ARBITRATION THROUGH AGREEING TO THESE TERMS OF USE, WHICH ENSURES YOU FORFEIT YOUR RIGHT TO HAVE THE CASE RESOLVED BY A JUDGE OR JURY, AS WELL AS ANY RIGHT TO ENGAGE IN COLLECTIVE ACTION, SUCH AS A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. 1. Registration and Access You will access the Services from your wallet. You will not be able to engage in any transactions or Services other than through authorized digital wallets. You understand and accept that access to your Shieldeum account is restricted to the wallet owner only. You agree not to sell, rent, lease, or give access to your Shieldeum account to anyone.You must provide accurate and complete information to register for an account. It is important that you keep your account password confidential and that you do not disclose it to any third party. If you know or suspect that any third party knows your password or has accessed your account, you must notify us immediately. You agree that you are solely responsible (to us and to others) for the activity that occurs under your account. We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third party rights, or violate any applicable laws or regulations. If you no longer want to use our Services again, and would like your account deleted, contact us. We will provide you with further assistance and guide you through the process. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added. 2. Usage Requirements a. Use of Services. You may access, and we grant you a non-exclusive right to use the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services, including to the look and feel, source code, algorithms, and any associated software, hardware or other intellectual property rights in connection with the Services. b. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you. c. Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights or threatens or could threaten to do such; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law) or otherwise use for malicious purposes, disrupt or interfere with any component in connection with the Services; (iii) use output from the Services to develop models that compete with Shieldeum; (iv) except as expressly permitted by us, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was generated by a certain method when it is not or otherwise violate any usage policies; (vi) buy, sell, or transfer any part of the Services, or use the Services for any commercial purposes without our prior consent; or (vii), send us any personal information or information subject to any heightened data protection obligations. You will comply with any rate limits and other requirements in our documentation. d. Third Party Services. To execute transactions, we may use third-party platforms or wallet service providers. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products and may not be held liable for third party products in any way. 3. Content You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. By using the Services, you hereby grant us a right to access, track, and use the Input as necessary in connection with the Services. Subject to your compliance with these Terms, Shieldeum hereby assigns to you all its right, title and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. Shieldeum may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms. Shieldeum makes no representations or warranties as to the quality, origin, or ownership of any Content. Shieldeum shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the Content, nor for the availability of the Content. Shieldeum shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of Content. In addition to the above, your access to and use of the Services must, at all times, be compliant with our community guidelines. We reserve the right, at any time and without prior notice, to remove or disable access to the Services or Content at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to the Services or Content may include violation of these Terms or our community policy, suspected fraud, illegitimate activity, or any other suspected activity otherwise harmful to the Services or our users. We are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect requests or reality. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. 4. Fees a. Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize Shieldeum and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement. All transactions involving the offering are final. All Fees related to the Services are non-refundable except at the sole discretion of Shieldeum (for service fees and other fees within its control) or applicable third parties. b. Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Shieldeum uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date. You acknowledge that you are solely responsible for determining whether or not taxes apply to your transactions. The taxes that apply to your transactions are not the responsibility of Shieldeum. c. Price Change. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to ancillary Services, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes. d. Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact us within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services and provide you written notice of late payment. 5. Confidentiality, Security and Data Protection a. Confidentiality. You may be given access to Confidential Information of Shieldeum, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Shieldeum or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Shieldeum and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible. b. Protection. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Shieldeum and provide details of the vulnerability or breach. You accept and agree that you are solely responsible for the security of your account and for maintaining control over any user names, passwords, or other codes you use to access the Services. Third-party access to your account may result in the loss or theft of funds kept in your account and any related or linked accounts. You accept and consent that you will not hold us accountable for the maintenance and protection of your account. You also understand and accept that we are not liable for, and you will not hold us liable for any unauthorized access to or use of your account. You are in charge of the security of your account. If you find any irregular or suspicious behavior in your account, please contact us immediately. You understand and consent that your personal information may be required or collected, used, and released in compliance with Shieldeum's Privacy Policy. 6. Tokens You have carefully considered the risks involved with using the Services, and also the risks associated with token technologies including but not limited to the possibility of losing all the tokens you have. You will only ever use your legally owned tokens unless you are authorized on behalf of a third party and we agree that you may act on behalf of that third party. We may request that you provide written authorization from that third party confirming you have the necessary authority to transact tokens on their behalf. You will not use the Services in order to disguise the proceeds of, or to further, any breach of applicable laws or regulations, or to deal in any contraband tokens or proceeds. The price and liquidity of blockchain assets are extremely volatile and may fluctuate drastically. Price fluctuations in other digital assets can have a material and negative impact on tokens, which may also be subject to considerable price volatility.Legislative and regulatory adjustments or acts at the province, federal, and international levels could have a negative impact on the use, move, trade, and value of tokens. Damages arising from fraudulent or unintentional transactions may not be recoverable. Any transactions in the digital assets will be considered completed once they are registered on a public ledger, which may or may not be the same as the date or time you initiated the transaction. The value of tokens may be derived from market participants’ continued willingness to swap fiat currency or digital assets, which may result in the permanent and absolute loss of value of a specific asset. 7. Indemnification; Disclaimer of Warranties; Limitations on Liability a. Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or Services you develop or offer in connection with the Services, and your breach of these Terms, a third parties’ rights, or violation of applicable law. You agree to promptly notify Shieldeum of any claims and cooperate with the defense of such claims. You further agree that we shall have control of the defense or settlement of these claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Shieldeum. b. Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. c. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, SERVICES OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ​​THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 6 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF SHIELDEUM FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF SHIELDEUM’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF SHIELDEUM'S FRAUD OR FRAUDULENT MISREPRESENTATION. 8. Dispute Resolution YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS: a. MANDATORY ARBITRATION. You and Shieldeum agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration.You accept that all such arbitration would be determined purely by binding arbitration held in the United States as per the rules of Delaware. b. Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Shieldeum, you agree to try to resolve the dispute informally by sending us notice of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. c. Arbitration Procedures. The arbitrator will issue a written award and statement of decision detailing the main findings and assumptions that contributed to the award, as well as the amount of any damages awarded. You and we are both bound by such a decision. By agreeing to this, you and Shieldeum are both waiving your right to a jury trial and to engage in a class action or class arbitration. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Delaware or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a Delaware court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. d. Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement. e. NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims. f. Severability. If any part of this Section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator. 9. General terms a. Governing Law. These Terms, your use of the Services, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of Delaware as if these Terms are a contract wholly entered into and wholly performed within Delaware. You understand and agree that your use of the Services as contemplated by these Terms shall be deemed to have occurred in Delaware and be subject to the internal laws of Delaware without regard to its conflicts of laws provisions. b. Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Shieldeum or any of Shieldeum's affiliates. Shieldeum and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent. c. Severability and Entire Agreement. If any word, clause, or provision of these Terms is found to be unconstitutional or unenforceable, the term, clause, or provision will be severable from the remainder of these Terms and will not impact the validity or enforceability of the remaining part of that term, clause, or provision, or any other words, clauses, or provisions herein. These Terms reflect the entire agreement between us regarding your access to and use of the Services and Content, and supersede any and all previous negotiations, agreements, and understandings (including without limitation prior versions of this Agreement). Unless otherwise stated, these Terms are solely for the benefit of the parties concerned. You understand and accept that all clauses of these Terms will survive the termination or expiration of these Terms. d. Amendment. We may amend these Terms from time to time, such as when we update the functionality of our Services, when we combine multiple apps or services operated by us or our affiliates into a single combined service or app, or when there are regulatory changes, at our sole discretion. We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice through the Services, however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services. e. Communication. You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You agree that we may send you communications that pertain to your interaction with the website. You may opt out of promotional communications at any time by following the instructions provided. You may not use our or any of its affiliates’ names, logos, or trademarks, without our prior written consent. f. Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such Restricted Party Lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

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