D-Shield Solutions Inc. (“Company,” “we,” or “us”) welcomes you to our website located at (d-shield.io) (collectively with all other websites, subdomains, and web-based applications owned and operated by us (including, without limitation, those used to host or provide access to the Platforms), the “Website”). Please read these Terms of Use (the “Terms of Use”) carefully before using the Website and the services accessible through it. These Terms of Use set forth the legally binding terms and conditions between you and the Company governing your access to and use of: (a) the Website and any content made available on or through the Website; and (b) the Company’s platforms and related services made available through the Website, including EmBrain, Vetrix and Social Dome (each a “Platform” and collectively, the “Platforms”) and any related products, features, tools, software, and services, in each case as made available through the Website (collectively, the “Services”). Each Platform may be accessed via a separate personal site or application provided to you by the Company after completing an order. Regardless of the access method or external location, your use of the Platform remains subject to these Terms of Use.
Your access to and use of one or more of the Platforms may require execution of a separate ordering document, purchase order, order form, statement of work, subscription agreement, or other similar written ordering instrument between you (or the entity you represent) and the Company (each, an “Ordering Document”). Each Ordering Document may specify that it applies only certain Platform(s) and/or certain Services, and your rights to access and use the applicable Platform(s) and Services will be limited accordingly. These Terms of Use are incorporated into each Ordering Document by reference and, together with the applicable Ordering Document, set forth the complete agreement governing your access to and use of the Platform(s) and Services covered by that Ordering Document. By accessing any Services (including, without limitation visiting, browsing, registering for an Account, purchasing subscriptions, submitting information, or uploading content), you agree to be bound by these Terms of Use, whether as a visitor, subscriber, Donor, or under any other type of usage.
1. Definitions
For the purpose of these Terms of Use, the following terms shall have the respective meanings set forth below:
- 1.1. “Account” means an online account created for the Website and/or Services under a User’s name (or, where applicable, under an organization’s name) that enables the User to access and use certain parts of the Website and/or the Services, including any Platform(s) as made available, and through which settings, permissions, credentials, and other account-level information may be managed.
- 1.2. “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.
- 1.3. “Case Deliverable” means a bespoke, human-curated analysis of any kind provided by the Company as a managed service, which incorporates Company’s proprietary methodologies and raw data to address specific client requirements.
- 1.4. “Control” means, with respect to any entity, the direct or indirect possession of the power to direct or cause the direction of the management, policies, or operations of such entity, whether through ownership of voting securities or other equity interests, by contract, or otherwise. For purposes of these Terms of Use, “Control” will be deemed to exist if a person or entity, directly or indirectly (including through one or more intermediaries), (a) owns or Controls more than fifty percent (50%) of the voting securities, voting interests, or other equity interests entitled to vote for the election of directors or other managing authority of the subject entity, or (b) has the power to appoint or remove a majority of the directors, managers, or other governing body of the subject entity.
- 1.5. “Content” means any information, data, or material incorporated in, displayed on, generated by, or made available through the Website and/or the Services, including texts, verbal and visual content, articles, publications, legal updates, interfaces, designs, graphics, videos, materials, datasets, photos, pictures, drawings, sound files, links, computer code, applications, outputs, and any other information presented on or through the Website and/or the Services, whether owned by the Company or by a third party that granted the Company the right to use it.
- 1.6. “Deliverables” means any report, data, visualizations, or other work product provided to the User consisting of Standard Platform Outputs and Case Deliverables.
- 1.7. “Standard Platform Output” means any automated results, reports, data export, or visualization generated directly by the Platform’s software.
- 1.8. “Use” (or “Using”) means any access to, viewing of, visiting, browsing of, registration for, login to, interaction with, downloading from, uploading to, submission of information or content to, configuration of, or other use of the Website and/or any Platform (including EmBrain, Vetrix, and Social Dome) and/or any Services, for any purpose (including trial, evaluation, production use, administrative use, or internal business use), whether directly or indirectly (including via Authorized Users, integrations, APIs, scripts, automated tools, or other technical means). The basic Use of certain parts of the Website may be free of charge; however, access to or Use of certain Platforms, Services, features, tools, content, or functionality may require payment and/or execution of an applicable Ordering Document, as specified on the Website and/or the applicable Ordering Document.
- 1.9. “User”, “you” or “your” (including any variations thereof) means any person or entity that Uses the Website and/or the Services by any means (including by computer or mobile device), including visitors, subscribers, customers, Donors, Authorized Users, and any other participants accessing or using the Website and/or Services in any manner. Where a User Uses the Services on behalf of an entity, “you” includes such entity, and the User represents and warrants that it has authority to bind such entity to these Terms of Use.
- 1.10. “Your Data” means all Content and other information or materials that you (or any Authorized User) upload, submit, transmit, import, provide, store, make available, or otherwise input to the Website and/or the Services, including documents, files, text, URLs, notes, prompts, and other materials, as well as any configurations or instructions provided by you for processing within the Services, in each case excluding Company Content.
2. Acceptance of Terms of Use
The Services (including the Platforms) are offered subject to your acceptance of all the terms and conditions contained in these Terms of Use, including the Privacy Policy (the “Privacy Policy”), as well as all other operating rules, policies, guidelines, and procedures that may be published or made available by the Company on or through the Website or any Platform from time to time (collectively, “Policies”), all of which are incorporated herein by reference. These Terms of Use apply to every User of the Website and/or the Services. In addition, certain features or services offered through the Services may be subject to additional terms and conditions adopted by the Company. Your Use of such features or services is subject to those additional terms and conditions which are incorporated into these Terms of Use by reference. By accessing or using the Services, you acknowledge that you have read and understood these Terms of Use and agree to be bound by them, whether or not you are a registered User of the Services. If you do not agree to these Terms of Use or the Privacy Policy, please refrain from using or accessing the Website or any information contained therein.
3. The Services
3.1 The Website serves as an informational and service access interface for the Company’s platforms and offerings, including the Company’s platforms EmBrain, Vetrix, and Social Dome. The primary Platform is EmBrain, a secure, client-isolated intelligence and research environment designed to ingest, store, organize, enrich, and review information for investigative, research, legal, and policy-support purposes. The Company may make additional Platforms and/or modules, components, tools, or capabilities available through the Website or in connection with a Platform (collectively, “Additional Services”), as specified in the applicable Ordering Document and/or in platform-specific terms of use, license terms, or supplemental terms (the “Additional Terms”). Where Additional Terms apply, you may be required to affirmatively accept such Additional Terms as a condition to accessing or using the applicable Platform or Additional Service, and such Additional Terms will supplement these Terms of Use. In the event of a conflict between these Terms of Use and any applicable Additional Terms solely with respect to the applicable Platform or Additional Service, the Additional Terms will control for that Platform or Additional Service. The Content of the Website is for informative purposes only. You may Use the Content of the Website solely for acquiring information. All writers’ opinions are their own and do not constitute advice in any way whatsoever.
3.2 The Company reserves the right to change, suspend, or discontinue the Services (including, but not limited to, the availability of any feature, database or Content) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
3.3 The Services are intended for and available only to (a) individuals who are at least 18 years old (or at least the legal age of majority in the User’s jurisdiction), and (b) legal entities (including corporations, limited liability companies, partnerships, and other organizations) acting through an authorized representative. You represent and warrant that: (i) if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract; (ii) if you are using the Services on behalf of a legal entity, you have the full right, power, and authority to act on behalf of and bind such entity to these Terms of Use and any applicable Ordering Document; and (iii) all registration and other information you submit is accurate, complete, and truthful. The Company reserves the right to request reasonable information or documentation to verify eligibility, age, identity, and/or authorization to act on behalf of an entity, and your Account and/or access to the Services may be suspended until satisfactory verification is provided. The Company may, in its sole discretion, refuse to offer the Services to any person or entity and may change its eligibility criteria at any time. This provision is void where prohibited by law in a certain jurisdiction and the right to access the Services is revoked in such jurisdiction.
3.4 Notwithstanding the aforementioned, the Company reserves the right to deny, suspend, or terminate, at its sole discretion, any User’s access to the Website or the Services, without notice, immediately and with or without cause (including, without limitation, for violation of these Terms of Use, our Privacy Policy or any other rules, procedures or policies). Without limiting the foregoing, where the Company has a reasonable belief that you or any Authorized User is engaged in, is facilitating, or has engaged in unauthorized access to or use of the Services, the Website, the Platform, and/or any materials made available thereunder, the Company may immediately suspend or restrict access until such matter is resolved to the Company’s reasonable satisfaction. The Company will have no liability to you for any period of such suspension or restriction, and such suspension or restriction shall not relieve you of any payment obligations (if any) under these Terms of Use and/or any applicable Ordering Document.
3.5 Subject to these Terms of Use, you may enter the Website and access certain Content without being registered for the Website. However, in order to access some of the Services (including one or more Platforms), you may have to register for the Website and create an Account. Your right to access and use any Platform (and any paid features of the Services) is subject to: (a) these Terms of Use; and (b) the applicable Ordering Document. Each Ordering Document may reference and entitle you to access only certain Platform(s) and/or certain Services, and your rights to access and use the Platforms and Services will be limited accordingly. These Terms of Use are incorporated into each Ordering Document by reference, and together with the applicable Ordering Document form the complete agreement governing your access to and use of the paid Services specified in that Ordering Document. If there is a conflict between these Terms of Use and an Ordering Document with respect to the commercial terms of a paid subscription (including scope, pricing, payment terms, term, renewals, service levels, entitlements, Authorized Users, or usage limitations), the Ordering Document will control, but only for the Platform(s) and Services covered by that Ordering Document.
Subject to your registration and any limitations set out in the applicable Ordering Document, you will be able to view additional information and perform additional actions which are generally blocked to non-registered users. Access to and use of the Services is permitted only by you and, if and to the extent expressly permitted under the applicable Ordering Document, persons acting on your behalf who are authorized thereunder (“Authorized Users”). You may never use another person’s or other entity’s Account without appropriate authorization. When creating your Account, you must provide accurate and complete information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate cancelation of your Account. In addition, you must keep your Account password secure. For the avoidance of any doubt, you shall be solely responsible for any activity that occurs on your Account and for all acts and omissions of any Authorized Users.
In any event of breach of security or unauthorized Use of your Account, you are required to immediately notify the Company and provide any information required by the Company and anyone on its behalf. You will be liable for any Use made out of your Account or password and for any damages or loss occurred to the Company or others as a result of such unauthorized use. Company shall not be liable for any loss or damage occurred to you as a result of unauthorized Use of your Account.
4. Fees and Taxes
4.1 You shall pay all fees stated in the applicable Ordering Document and any other fees applicable to your subscription to the Services (the “Subscription Fee”). Unless otherwise specified in the Ordering Document, Subscription Fees are due upon execution or acceptance of the Ordering Document and are payable on the terms set forth therein. If no payment schedule is specified for any Subscription Fees, the entire amount shall be payable within 30 days of our delivery to you of an applicable invoice. All amounts payable by you under these Terms of Use and/or an Ordering Document will be paid to the Company without setoff or counterclaim, and without any deduction or withholding, except to the extent withholding is required by applicable law. Our acceptance of partial payment or any payment of less than the full amount payable at any given time shall not constitute a waiver or release of our right to unpaid amounts.
4.2 If you fail to timely make any payment of Subscription Fees, we may, in our sole discretion, take any or all of the following actions: (a) restrict, suspend, or limit your access to the Services and/or any Platform(s) (including EmBrain, Vetrix, and Social Dome) and/or any materials made available thereunder until all past-due payments are made, (b) terminate these Terms of Use and/or your access to the Services and/or the applicable Platform(s), and/or (c) require immediate payment of all unpaid, undisputed Subscription Fees. We shall have the right to charge interest at the rate of 1.5% per month (or, if less, the highest rate permitted by applicable law) on any late payments. Any restriction or suspension during a period of non-payment shall have no effect on the Term of these Terms of Use nor on your obligation to pay the Subscription Fee.
4.3 You are responsible for any applicable taxes, levies, duties, or value added tax (VAT) payable with respect to your subscription, other than taxes based on the Company’s net income. Unless expressly specified otherwise in the applicable Ordering Document, all fees are exclusive of such taxes and VAT (if applicable) may be added to the invoice and shall be paid by you in accordance with the payment terms set forth therein.
5. Confidentiality
5.1 Definition of Confidential Information.
“Confidential Information” of a party means such party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public.
5.2 Confidentiality Obligations.
Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of these Terms of Use and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of these Terms of Use. The foregoing restrictions shall not apply to Confidential Information that: (a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party; (b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information; (c) became generally available to the public, by publication or otherwise, through no fault of such party or (d) was developed independently by the receiving party as evidenced by written records without reference to the Confidential Information of the other party. The parties shall take all necessary and appropriate steps in order to ensure that their employees and subcontractors adhere to the provisions of this section. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party. The receiving party may disclose the disclosing party’s Confidential Information to the extent required by law or legal process, provided, however, the receiving party will (unless prohibited by law or legal process): (a) give the disclosing party prior written notice of such disclosure to afford the disclosing party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the disclosing party, at the disclosing party’s expense, in its efforts to obtain a protective order or other legally available means of protection.
6. Use of the Services
6.1 Company hereby grants you a limited, revocable, non-exclusive and non-transferable permission to Use the Services (including any Platform(s)) as set forth in these Terms of Use solely during the Term. As a condition for your Use, you hereby warrant not to Use the Website, any Platform, or any Services for any purpose that is prohibited by these Terms of Use or by applicable law. The Services are provided only for your own internal use (including internal business use) as set forth in these Terms of Use and, if applicable, the relevant Ordering Document, and not for the benefit of any third party except as expressly permitted under these Terms of Use and any applicable Ordering Document.
6.2 You, and solely you, are responsible for all of your activity in connection with the Website, the Platforms and the Services and for all of Your Data related thereto. You represent and warrant that you have all rights, permissions, consents and authority necessary to provide Your Data to us and to grant the rights granted by you under these Terms of Use, without violation or infringement of any third party rights (including, without limitation, privacy rights, publicity rights, copyrights, trademarks, contractual rights, and other intellectual property or proprietary rights), and in compliance with all applicable laws and regulations relating to data protection and privacy.
6.3 You shall not, and shall not permit any third party using your Account, to take any action, or Submit Content, on or through the Website, any Platform, or any Services that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, including without limitation, the Company, or violates any law or contract; (b) you know is false, misleading, or inaccurate; (c) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortuous, obscene, offensive, profane or invasive of another’s privacy; (d) constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; (e) contains certain sexual oriented materials or services; (f) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; (g) is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or (h) impersonates any person or entity, including any employee or representative of the Company.
6.4 Additionally, you shall not (with respect to the Website, any Platform, or any Services): (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large burden on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website, any Platform, the Services, or any activities conducted thereon; (iii) bypass any measures the Company may use to prevent or restrict access to the Website, any Platform or the Services (including limitations on credits, quotas, features, usage limits, or Authorized Users, if any); (iv) run any form of auto-responder or “spam” on the Website, any Platform or the Services; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website or any portion of any Platform, except as expressly permitted by the Company in writing; (vi) use any Deliverables, Proprietary Methodologies, or Content (including network mapping results and OSINT metadata) to train, fine-tune, or otherwise develop any machine learning models, artificial intelligence, or automated analytical tools; or (vii) use the Website, Platforms, or Services to build a competitive product or service, or to “scrape” data for the purpose of populating a separate database or intelligence environment.
6.5 You shall not directly or indirectly (with respect to the Website, any Platform, or any Services): (i) decipher, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms or features architecture of any part of the Website, any Platform or the Services, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, adapt, or otherwise create derivative works of any part of the Website, any Platform or the Services; or (iii) copy, rent, lease, distribute, sell, resell, sublicense, timeshare, operate as a service bureau, provide managed services using the Website, any Platform or the Services for third parties, or otherwise transfer any of the rights that you receive hereunder, or make the Website, any Platform, the Services (or any portion thereof) available to, or for the benefit of, any third party, except as expressly permitted under these Terms of Use and any applicable Ordering Document (if any). You shall not distribute, disclose, display or otherwise make available any Services materials or related documentation to any person other than Authorized Users (if any) as permitted under the applicable Ordering Document. You shall not remove, alter, obscure or destroy any proprietary notices, labels or marks (including any copyright, trademark and other intellectual property notices) on or embedded within the Website, any Platform, the Services or any related documentation. You shall not grant, create or allow any lien, encumbrance or other security interest in the Website, any Platform or the Services (or any portion thereof). You shall not disclose the results of any benchmark, performance or other evaluation or testing of the Website, any Platform or the Services to any third party without the Company’s prior written consent. You shall abide by all applicable local, state, national, and international laws and regulations.
6.6 Protection of Your Data.
We respect the privacy of all users of our Website and handle all personal information in accordance with our Privacy Policy, which forms an integral part of these Terms of Use. The Privacy Policy applies to information collected through the Website and, to the extent applicable, through the Platforms and the Services, and applies both to information publicly shared by users and to information privately stored by users through their personal interfaces. The Privacy Policy may change from time to time, and we encourage you to review it periodically.
6.7 Deletion of Your Data.
If you become aware that any content or data you have uploaded to the Website or any Platform violates these Terms of Use or any applicable law, you must promptly remove such content (to the extent you have the ability to do so within the applicable Platform) and cease the infringing activity. We reserve the right, at our sole discretion, to remove or restrict access to any content (whether publicly visible or privately stored) that we believe violates these Terms of Use or applicable law. We may also suspend or terminate your access to the Website, any Platform, or the Services if necessary to protect our users or comply with legal obligations. We have the right, but not the obligation, to monitor publicly available user content to ensure compliance with these Terms of Use. If you believe that your content has been copied or used on the Website or any Platform in a manner that constitutes copyright infringement, please contact us at: solutions@d-shield.io.
6.8 Modifications and Additional Terms.
Without limiting any other terms contained herein, we reserve the right, at our sole discretion, to add, change, discontinue, or otherwise modify any elements, features, or functionalities of the Website, any Platform, or the Services at any time. We will post notifications regarding such changes on our Website and/or within the applicable Platform. It is therefore important that you review these Terms of Use regularly to stay informed about any updates. In addition, certain parts of the Website, the Platforms or the Services may be subject to additional terms and conditions (including Additional Terms and/or Ordering Documents), which will be incorporated into these Terms of Use as an integral part thereof.
7. Proprietary Rights
7.1 Reservation of Rights.
Subject to the limited rights expressly granted hereunder, we reserve all rights, title, and interest in and to the Website and the Services and, to the extent licensed to us, the Platforms and any related technology made available through the Website, including in each case their software, source code, object code, databases, architecture, models (including any machine learning or analytic models), designs, workflows, configurations, and user interfaces, as well as all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein or in Section 7.7 (and, if applicable, in an Ordering Document).
You acknowledge and agree that: (a) the Platforms are not necessarily owned by the Company and may be owned by one or more of the Company’s Affiliates (including a sister company) and/or third-party licensors; (b) the Company is authorized under one or more license, distribution, or reseller arrangements to market, distribute, sell, provide access to, and support the Platforms through the Website and under applicable Ordering Documents; and (c) as between you and the Company, and except to the extent expressly stated otherwise in an applicable Ordering Document, all right, title, and interest in and to the Platforms and the underlying intellectual property therein are and shall remain with the applicable owner(s) and/or licensor(s).
You further agree that all right, title, and interest in and to the Website and any Company-owned materials, and all changes, modifications, revisions, enhancements, improvements, and derivative versions thereof, shall remain vested in the Company (and/or its licensors, as applicable), and you shall have no rights in or claims with respect thereto other than the limited rights expressly granted under these Terms of Use and any applicable Ordering Document.
7.2 Your Licenses to us.
For all Your Data, you hereby grant us a royalty-free, fully paid, perpetual, sub-licensable, irrevocable and worldwide license to host, store, copy, transmit, process, translate, modify (including without limitation, for technical purposes), reproduce, display (as applicable), and otherwise use and act with respect to Your Data, in each case solely to enable us to operate, provide, secure, maintain, support, and improve the Website, the Services, and the Platforms as described herein and/or in any applicable Ordering Document. If you share Your Data publicly on the Services and/or within any Platform in a manner that allows access by users other than you and your Authorized Users, then you grant us the license above, as well as a royalty-free, fully paid, perpetual, sub-licensable, irrevocable and worldwide license to display, perform and distribute such publicly shared Your Data for the purpose of making it accessible to such users and providing the Services necessary to do so, including incorporating such publicly shared Your Data (in whole or in part) into analyses and Deliverables for other customers and users, as well as all other rights necessary to use and exercise all rights in such publicly shared Your Data in connection with the Services, the applicable Platform, and/or otherwise in connection with our business.
7.3 Suggestions.
You hereby grant us, and we hereby accept, a royalty-free, fully paid, worldwide, transferable, sub-licensable, irrevocable, perpetual license to Use or incorporate into the Website, the Services, and/or any Platform any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Website, the Services, and/or any Platform.
7.4 Links.
The Website may provide links to other external web sites and online resources. Since we have no control over such sites and resources, you agree and acknowledge that we are not responsible for the availability of such external sites or resources, and we neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Other websites may provide links to the Website with or without our authorization. You acknowledge and agree that we do not endorse such sites, and are not and shall not be responsible or liable for any links from those sites to the Website, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.
7.5 Third Party Data.
All title and intellectual property rights in and to any data of any third party which may be linked to, integrated with, accessed through, or viewed in connection with the Services and/or any Platform is the property of the respective data owner and may be subject to terms and conditions of third parties that duly licensed such content or access to us (“Third Party Agreements”). You acknowledge that the terms of such Third Party Agreements shall be binding upon you with regard to any Use you make of the Services and/or any Platform, including any subsequent changes to the Third Party Agreements. The look and feel of the Services, any Platform, and the Website, including their color combinations, logos, button shapes, and other graphical elements, also are our trademarks and intellectual property. Other trademarks used on the Website, the Platforms, or in connection with the Services are the property of their respective owners. The license granted under these Terms of Use shall not constitute a sale of the content on the Website, any Platform, or any portion or copy thereof and you shall not acquire any rights therein, express or implied through these Terms of Use other than those expressly specified herein.
You agree that your Use of third parties web sites and resources, including without limitation, your Use of any content, information, data, advertising, products, or other materials on or available through such web sites and resources, is at your own risk and is subject to the terms and conditions of Use applicable to such sites and resources. We shall have the right, but not the obligation, at any time and in our sole discretion, to block links from and to the Website through technological or other means without prior notice.
7.6 Deliverables.
You acknowledge that the Deliverables may incorporate or rely on information derived from open-source intelligence, publicly available online data, or other third-party sources, which may be incomplete, inaccurate, modified, or unavailable. You acknowledge that the Deliverables may be derived from analyses performed using the Company’s and/or its Affiliates’ proprietary systems, which collect, process, and analyze information, including data obtained from publicly available and other open sources, and that such systems may incorporate automated tools, including generative AI technologies, applied in accordance with internal policies and subject to the Company’s reasonable efforts to maintain appropriate security measures. The Company has not independently verified the accuracy, completeness, or authenticity of any information obtained from third-party sources. Any forecasts, projections, estimates, or other forward-looking statements (if any) are inherently uncertain, are based on information available as of the time of analysis, may differ materially from actual results or outcomes, and are provided solely for illustrative purposes. For the avoidance of doubt, Deliverables may be generated or supported through one or more Platforms, and limitations applicable to the underlying sources, third-party services, and tools may also apply to the Deliverables.
7.7 Ownership and Licensing of Deliverables.
(a) SaaS Output (License Only): The Company retains all right, title, and interest in and to all Standard Platform Outputs. The Company grants the User a non-exclusive, perpetual, worldwide license to use, copy, and distribute Standard Platform Outputs solely for the User’s internal business or legal purposes; (b) Case Deliverables: Subject to the User’s full payment of all applicable fees, the User shall own the final Case Deliverable (the specific report); (c) Reservation of Proprietary Methodologies: Notwithstanding the User’s ownership of the Case Deliverables, the Company expressly retains exclusive ownership of: (i) the raw open-source intelligence (“OSINT”) and metadata collected; (ii) the network mapping results; and (iii) the Company’s proprietary analytical frameworks, workflows, and methodologies used to generate the Deliverables (collectively, “Proprietary Methodologies”); (d) Non-Exclusivity: Unless otherwise expressly agreed upon in writing in the applicable Ordering Form, the User acknowledges that while the Company will not provide an identical Case Deliverable to a third party, the Company remains free to use the underlying raw data, OSINT and Proprietary Methodologies to perform similar services or generate different deliverables for other customers; (e) Exclusivity Waiver Upon Termination: Notwithstanding the foregoing, the User’s right to exclusivity regarding the specific analysis or findings within a Case Deliverable shall apply only during the active Subscription Term. Upon the expiration or termination of these Terms of Use or the applicable Ordering Document for any reason, the User hereby waives any claim to exclusivity over the information, findings, or analysis contained within any Deliverable. Following such termination, the Company shall have the unrestricted right to incorporate such information and findings into its Proprietary Methodologies and provide similar deliverables to other customers.
8. Warranties and Disclaimers
8.1 Mutual Warranties.
Each party represents and warrants that it has the legal power to enter into these Terms of Use. You represent, warrant, and covenant that you will not, in connection with these Terms of Use, including your use of or access to the Website, the Services, and/or any Platform, engage in, encourage, or permit conduct that violates or would violate any applicable law, rule, or regulation or any right of any third party.
8.2 Disclaimers.
8.2.1 YOU HEREBY DECLARE AND ACKNOWLEDGE THAT THE WEBSITE, EACH PLATFORM, AND ALL INFORMATION, CONTENT, SOFTWARE, AND MATERIALS CONTAINED IN OR MADE AVAILABLE THROUGH THEM ARE BEING PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND WHERE AVAILABLE BASIS AND THEREFORE YOU USE THEM AT YOUR SOLE AND ENTIRE RISK, WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, TITLE OR ACCURACY.
8.2.2 WE MAKE NO WARRANTY THAT THE SERVICES OR ANY PLATFORM WILL MEET YOUR REQUIREMENTS OR NEEDS OR THAT THE SERVICES OR ANY PLATFORM WILL BE UNINTERRUPTED, TIMELY OR BE FREE FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE WEBSITE, THE SERVICES, OR ANY PLATFORM CAUSED BY FACTORS UNDER OUR DIRECT CONTROL, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR ANY PLATFORM OR THE ACCURACY OF ANY OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY RANKING OF LOCATIONS, CATEGORIES, WEBSITES OR OTHER MATERIALS ON THE WEBSITE OR WITHIN ANY PLATFORM AS MAY BE UPDATED FROM TIME TO TIME, OBTAINED THROUGH THE SERVICES OR ANY PLATFORM OR THAT DEFECTS IN THE SERVICES OR ANY PLATFORM WILL BE CORRECTED, UPDATED, UPGRADED, FIXED, OR ENHANCED. NO ACTION SHOULD BE TAKEN, DELAYED, OR DEFERRED BASED ON ANYTHING FOUND ON THE SERVICES OR ANY PLATFORM. CONTENT APPEARING ON THE WEBSITE OR WITHIN ANY PLATFORM AT ANY GIVEN TIME WILL CONTINUE TO APPEAR OR REMAIN ON THE WEBSITE OR WITHIN SUCH PLATFORM FOR ANY PERIOD OF TIME WHATSOEVER.
8.2.3 COMPLIANCE DISCLAIMER. WE DO NOT REPRESENT, COVENANT, WARRANT OR PROMISE THAT THE SERVICES, THE WEBSITE, ANY PLATFORM OR ANY INFORMATION OR CONTENT AVAILABLE THROUGH THEM MAY BE USED OR RELIED UPON BY YOU (OR ANY OTHER PERSON) TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, NOR THAT YOUR USE OF THE SERVICES OR ANY PLATFORM WILL RENDER YOU (OR ANY OTHER PERSON) COMPLIANT WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, AND WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ANY SUCH REPRESENTATION, COVENANT, WARRANTY OR PROMISE. IF AND TO THE EXTENT THAT YOU USE ANY OF THE SERVICES OR ANY PLATFORM WITH THE INTENTION OF OR FOR THE PURPOSE OF COMPLYING WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, YOU ACKNOWLEDGE AND AGREE THAT SUCH SERVICES AND/OR PLATFORM ARE, IN THAT REGARD, PROVIDED “AS IS,” AND YOU ASSUME FULL RESPONSIBILITY FOR YOUR COMPLIANCE. YOU AGREE THAT WE SHALL HAVE NO LIABILITY TO YOU FOR YOUR USE OF OR RELIANCE ON ANY SERVICES OR ANY PLATFORM FOR SUCH PURPOSES. THIS PARAGRAPH IS NOT INTENDED TO DIMINISH, MODIFY, OR RELEASE ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN.
8.2.4 NO SOLE BASIS FOR SENSITIVE DECISIONS. THE SERVICES, THE WEBSITE, EACH PLATFORM, AND ANY INFORMATION OR CONTENT AVAILABLE THROUGH THEM ARE NOT DESIGNED OR INTENDED TO SERVE AS THE SOLE BASIS FOR ANY OPERATIONAL, ENFORCEMENT, INTELLIGENCE, INVESTIGATIVE, NATIONAL-SECURITY, LIFE-SAFETY, OR OTHER SENSITIVE DECISION. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY INFORMATION OBTAINED THROUGH THE SERVICES AND/OR ANY PLATFORM BEFORE RELYING ON IT IN ANY OPERATIONAL, LEGAL, INVESTIGATIVE, OR ENFORCEMENT CONTEXT. WE DISCLAIM ANY RESPONSIBILITY OR LIABILITY ARISING FROM YOUR RELIANCE ON THE SERVICES, THE WEBSITE, ANY PLATFORM, OR ANY INFORMATION OR CONTENT FOR OPERATIONAL OR MISSION-CRITICAL PURPOSES, INCLUDING DECISIONS RELATED TO COUNTER-TERRORISM, CRIME PREVENTION, PROSECUTION, OR PUBLIC SAFETY.
8.3 Content.
The Website and/or any Platform may contain certain Content provided by us or by third parties, such as news and information. We provide any such Content solely for your convenience, and such Content (i) is not intended as a substitute for professional advice; (ii) should not be construed as the provision of advice or recommendations. We shall not be held responsible for the accuracy or reliability of any such Content. The Content on the Website and/or within any Platform is not exhaustive and should not be considered complete or up-to-date. It is your responsibility to evaluate the accuracy, completeness or usefulness of any Content available through the Website, the Services, and/or any Platform. The relationship between you and us is not a professional or similar relationship; always seek the advice of a qualified professional with respect to any questions that you may have, and never disregard professional advice or delay in seeking it because of something that you have read on the Website or within any Platform. We neither recommend nor endorse any specific products, opinions, or other content that may be made available through or mentioned on the Website and/or any Platform.
9. Indemnification
9.1 Our Indemnification Obligations.
We shall indemnify you for any damages finally awarded by any court of competent jurisdiction against you in, or for amounts paid by you under a settlement approved by us in writing of, any legal proceeding brought by a third party alleging that one or more of the Platforms, as provided by us and Used by you in accordance with these Terms of Use and the applicable Ordering Document, infringes upon or violates the intellectual property rights of any such third party. The foregoing indemnification obligations do not apply if (a) the allegation does not state with specificity that the applicable Platform is the basis of the claim against you; (b) a claim against you arises from the use or combination of the Services and/or any Platform (or any part thereof) with software, hardware, data, information, content or processes not provided by us, if the Services and/or Platform would not infringe without such combination; or (c) a claim against you arises from your breach of these Terms of Use, any applicable Ordering Document, and/or any applicable Additional Terms. For the avoidance of doubt, our indemnification obligations under this Section apply solely to our proprietary Platforms and do not apply to (i) any data, content, or materials derived from public or third-party online sources; (ii) open-source intelligence or WEBINT included in the Services, Platform outputs, Licensed Materials, or Deliverables; or (iii) any data or materials provided or uploaded by you, any Authorized User, or any third party. We shall have no responsibility or liability for claims arising from third-party content, online publications, user-generated materials, or any information not created exclusively by us.
9.2 Indemnification Procedures.
As a condition to any right to indemnification under these Terms of Use, the indemnified party must (a) promptly give the indemnifying party written notice of the claim or proceeding, (b) give the indemnifying party sole control of the defense and settlement of the claim or proceeding (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability), and (c) give the indemnifying party all reasonable assistance, at the indemnifying party’s expense. This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim or proceeding subject to indemnification hereunder, including any claim relating to the Website, the Services, and/or any Platform.
10. Liability
10.1 Limitation of Liability.
YOU WILL NOT HAVE ANY PLEA, CLAIM OR DEMAND AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS OR ANY OTHER PERSON OR ENTITY ACTING ON OUR BEHALF, IN RESPECT OF ANY CONTENT OR ADVICE UPON WHICH YOU DECIDE TO RELY FURTHER TO THE USE OF THE WEBSITE, THE SERVICES AND/OR ANY PLATFORM. WE SHALL NOT BE DEEMED RESPONSIBLE FOR ANY SUCH CONTENT OR ADVICE, AND RELIANCE ON SUCH CONTENT AND ADVICE IS AT YOUR SOLE AND ENTIRE RISK.
10.2 IN ANY EVENT, WE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS OR ANY OTHER PERSON OR ENTITY ACTING ON OUR BEHALF, SHALL NOT BE LIABLE FOR ANY DAMAGE (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), LOSS, EXPENSE OR PAYMENT CAUSED TO YOU DUE TO THE USE OF, OR INABILITY TO USE, THE WEBSITE, THE SERVICES AND/OR ANY PLATFORM.
10.3 IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE WEBSITE, THE SERVICES AND/OR ANY PLATFORM, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL OF THE LOWER OF: (1) USD 50 OR (2) THE AMOUNT OF FEES PAID TO US BY YOU FOR USE OF THE SERVICES DURING THE PRECEDING TWELVE (12) MONTHS PERIOD, IF ANY.
10.4 Exclusion of Consequential and Related Damages.
IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE WEBSITE, THE SERVICES AND/OR ANY PLATFORM, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Term and Termination
11.1 Term.
Any user subscription made by you commences on the start date specified in the applicable Ordering Document and continues for the subscription term specified therein, unless earlier terminated in accordance with these Terms of Use (the “Subscription Term”). For the avoidance of doubt, expiration or termination of the Subscription Term does not, by itself, affect your ability to use any free functions of the Website, provided that these Terms of Use remain in effect and have not been terminated in accordance with Section 11.3.
11.2 Unless otherwise stated in the Ordering Document, the Subscription Term will automatically renew for successive renewal periods for one (1) year (each, a “Renewal Period”), unless either party notifies the other in writing at least sixty (60) days before the end of the then-current Term that it does not wish to renew. Unless otherwise stated in the Ordering Document, the Subscription Fees for any Renewal Period shall be the then-current Subscription Fees applicable to the same Services, subject to an annual increase not to exceed 5%, unless otherwise agreed in writing. Subscription Fees for each Renewal Period will be invoiced in accordance with the payment schedule applicable at the end of the then-current Term and will be payable as set out in such invoice.
11.3 We may at any time terminate these Terms of Use and/or your access to the Services if: (i) You have breached any provision of the Terms of Use (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms of Use); or (ii) We are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (iii) We are transitioning to no longer providing the Services to Users in the country in which you are resident or from which you Use the Services; or the provision of the Services to you by us is, in our opinion, no longer commercially viable; (iv) extended periods of inactivity; (v) a statement by you that you no longer agree to these Terms of Use, or a statement by you otherwise requesting termination of your access to the Services and/or (vi) any other reason reasonably considered by us to be in its best interest. In the case of each of (i), (ii) and (vi) of this paragraph we shall, where possible, give reasonable notice of such termination.
11.4 Surviving Provisions.
Section 7 (Proprietary Rights), Section 8 (Warranties and Disclaimer), Section 9 (Indemnification), Section 10 (Liability), Section 11 (Termination and Surviving Provisions), and Section 12 (General Provisions) shall survive any termination or expiration of these Terms of Use.
11.5 Notwithstanding anything to the contrary, we may discontinue the Services at any time in our sole discretion with no notice, provided that if we discontinue any Services that are subject to a paid User Subscription, such discontinuation will not affect your payment obligations for the then-current Subscription Term except as expressly set out in the applicable Ordering Document (or as required by applicable law).
12. General Provisions
12.1 Manner of Giving Notice.
Except as otherwise specified in these Terms of Use, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the third business day after mailing, (iii) the third business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to you shall be addressed to the system administrator designated by you for your Account (if any) or any other address provided to us by You. Notices to us shall be sent by email to the following address: solutions@d-shield.io.
12.2 Relationship of the Parties.
These Terms of Use, including any of its provisions, does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties.
12.3 No Third-Party Beneficiaries.
There are no third-party beneficiaries to these Terms of Use.
12.4 Waiver and Cumulative Remedies.
No failure or delay by either party in exercising any right under these Terms of Use shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.5 Severability.
If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Use shall remain in effect.
12.6 Changes.
We shall occasionally update these Terms of Use to reflect changes in our practices and services. When we post changes to these Terms of Use, we will revise the “Last Updated” date at the top of these Terms of Use. We recommend that you check the Website from time to time to inform yourself of any changes in this Privacy Policy or any of our other policies.
12.7 Assignment.
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of us. Notwithstanding the foregoing, we may assign these Terms of Use in its entirety, to any third party, including to Affiliates. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.8 Governing Law & Venue.
These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York. Each party consents to, and agrees to be subject to, the exclusive jurisdiction of the courts of New York for any litigation arising out of these Terms of Use.
12.9 Anti-Corruption.
You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with these Terms of Use. If you learn of any violation of the above restriction, you will Use reasonable efforts to promptly notify our team at solutions@d-shield.io.
12.10 Force Majeure.
We will not be liable for any Website downtime or for failure to perform our obligation under these Terms of Use due to causes beyond our reasonable control including, but not limited to unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Such Website downtime or delay in performance of obligations by us will extended by the period of such force majeure related delay or we may at our own discretion cancel any subscription Services or remaining part thereof, without liability, by giving notice to You.
12.11 These Terms of Use, including all appendices attached hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous terms, proposals, or representations, whether written or oral, relating to its subject matter. No modification, amendment, or waiver of any provision of these Terms of Use shall be effective unless made in writing and signed or electronically accepted by the party against whom such modification, amendment, or waiver is sought to be enforced.