Terms of Use

Last Updated: March 16, 2026

These Terms and Conditions (“Terms”) govern the services provided by D-Shield Solutions Inc. and/or its affiliates (the “Company”) pursuant to the applicable Order Form executed between the Company and the customer identified therein (the “Customer”).

The Order Form and these Terms together constitute the entire agreement between the parties with respect to the Services described in the Order Form (the “Agreement”).

1. Definitions

For the purpose of these Terms and Conditions, the following terms shall have the respective meanings set forth below:

1.1. “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.

1.2. “Case Deliverable” means a bespoke, human-curated report, analysis, or intelligence product prepared by the Company pursuant to an Order Form, which incorporates the Company’s Proprietary Methodologies and information obtained from publicly available or third-party sources.

1.3. “Confidential Information” means any non-public information disclosed by one party to the other in connection with the Services, including business information, research materials, methodologies, technical information, financial data, client information, and any other information that reasonably should be understood to be confidential.

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 or policies of such entity, whether through ownership of voting securities, by contract, or otherwise. Control shall be deemed to exist if a person or entity directly or indirectly owns or controls more than fifty percent (50%) of the voting interests of the entity or has the power to appoint or remove a majority of its governing body.

1.5. “Deliverables” means the Case Deliverables and any related written reports, visualizations, or analytical materials provided to the Customer pursuant to the Services.

1.6. “Order Form” means the written ordering document executed between the Company and the Customer that specifies the Services to be provided, including the scope of the engagement, type of research, fees, and delivery terms.

1.7. “Proprietary Methodologies” means the Company’s analytical frameworks, investigative techniques, research workflows, data-processing methods, network-mapping approaches, internal tools, and other proprietary methods used in generating Deliverables.

1.8. “Services” means the research, analysis, and preparation of Deliverables as described in the applicable Order Form.

2. Acceptance of Terms and Conditions

These Terms apply to all Services provided by the Company pursuant to an Order Form. By executing an Order Form or otherwise requesting Services from the Company, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms. These Terms are incorporated into each Order Form by reference. Together, the applicable Order Form and these Terms constitute the complete agreement between the Company and the Customer with respect to the Services described therein. In the event of any conflict between the provisions of these Terms and the applicable Order Form, the provisions of the Order Form shall prevail solely with respect to the Services described in that Order Form.

3. The Services

3.1 The Company provides strategic research, intelligence analysis, and due diligence services resulting in the preparation and delivery of Deliverables pursuant to an applicable Order Form. In performing the Services, the Company may collect, review, organize, and analyze information obtained from publicly available sources, open-source intelligence, third-party data sources, and other lawful information channels. The Company may utilize its Proprietary Methodologies, analytical frameworks, research workflows, and internal tools in the preparation of Deliverables. The scope of the Services to be provided by the Company shall be specified in the applicable Order Form.

3.2 The Company reserves the right to change, suspend, or discontinue the Services at any time for operational, legal, or compliance reasons. The Company may also impose reasonable limits on the scope of Services or decline specific research requests where necessary to comply with applicable laws, regulations, sanctions regimes, or the Company’s internal compliance policies.

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 their jurisdiction), and (b) legal entities (including corporations, limited liability companies, partnerships, and other organizations) acting through an authorized representative. The Customer represents and warrants 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 acting 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 and the applicable Order Form; and (iii) all 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. The Company may decline to provide Services if such verification cannot be satisfactorily completed or if the Customer fails to provide accurate or complete information.

3.4 Notwithstanding the aforementioned, the Company reserves the right, in its sole discretion, to decline, suspend, or terminate any engagement, without notice, immediately and with or without cause (including, without limitation, for violation of these Terms, the Company’s Privacy Policy or any other rules, procedures or policies) if: (a) the requested Services would violate applicable law or regulation; (b) the Company reasonably believes the Services may be used for unlawful or unethical purposes; or (c) the Customer materially breaches these Terms or the applicable Order Form. Any such suspension or termination shall not relieve the Customer of any payment obligation arising under these Terms or the applicable Order Form.

3.5 Unless otherwise specified in the applicable Order Form, the Services consist solely of the preparation and delivery of Deliverables to the Customer. The Services do not include access to the Company’s internal analytical systems, investigative infrastructure, proprietary research tools, or databases. All such systems, methodologies, and tools remain the exclusive property of the Company.

3.6 The Customer shall provide the Company with sufficient identifying information regarding the subject(s) of the requested research, including any additional details that are reasonably necessary to conduct the Services. The Customer represents and warrants that the information provided to the Company in connection with the Services is accurate to the best of the Customer’s knowledge. The Company shall not be responsible for inaccuracies or limitations in the Deliverables resulting from incomplete or incorrect information supplied by the Customer.

4. Fees and Taxes

4.1 The Customer shall pay all fees stated in the applicable Order Form (the “Fees”). Unless otherwise specified in the Order Form, all Fees are due upon execution of the Order Form and are payable on the terms set forth therein. All amounts payable by the Customer under these Terms and/or an Order Form shall 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. The Company’s 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 the Company’s right to unpaid amounts.

4.2 If the Customer fails to timely make any payment of Fees, the Company may, in its sole discretion, take any or all of the following actions: (a) suspend the performance or delivery of the Services until all past-due payments are made; (b) terminate these Terms and/or the Order Form; and/or (c) require immediate payment of all unpaid, undisputed Fees. The Company 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.

4.3 The Customer is responsible for any applicable taxes, levies, duties, or value added tax (VAT) payable with respect to the Services, other than taxes based on the Company’s net income. Unless expressly specified otherwise in the applicable Order Form, all Fees are exclusive of such taxes and VAT (if applicable) may be added to the invoice and shall be paid by the Customer 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 this Agreement 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 this Agreement. 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. Each party 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. For the avoidance of doubt, the Deliverables and any information contained therein shall be deemed Confidential Information of the Company, except to the extent expressly agreed otherwise in writing.

6. Use of the Services

6.1 The Company hereby grants the Customer a limited, revocable, non-exclusive and non-transferable permission to use the Services as set forth in these Terms solely during the term of this Agreement. As a condition for such use, the Customer hereby warrants not to use the Services for any purpose that is prohibited by these Terms or by applicable law. The Services and Deliverables are provided solely for the Customer’s internal use (including internal business use) as set forth in these Terms and, if applicable, the relevant Order Form. The Deliverables may not be used for the benefit of any third party except as expressly permitted herein.

6.2 The Customer is solely responsible for its use of the Services and Deliverables. The Customer represents and warrants that it has all rights, permissions, consents and authority necessary to request the Services and use the Deliverables 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 The Customer shall not take any action 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) the Customer knows 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) is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or (f) impersonates any person or entity, including any employee or representative of the Company.

6.4 Additionally, the Customer shall not: (i) use the Services or Deliverables in a manner that would violate applicable law or regulation; (ii) use any Deliverables, Proprietary Methodologies, or related outputs (including network mapping results or OSINT-derived information) to train, fine-tune, or otherwise develop any machine learning models, artificial intelligence systems, or automated analytical tools; (iii) use the Services or Deliverables to build, support, or develop a competing product, service, database, or intelligence capability; or (iv) otherwise misuse the Services or Deliverables in a manner inconsistent with these Terms.

6.5 The Customer shall not directly or indirectly: (i) reverse engineer, deconstruct, or otherwise attempt to derive the underlying methodologies, analytical frameworks, or processes used in the Services; (ii) create derivative works based on the Deliverables for commercial purposes or redistribution; (iii) copy, distribute, sell, resell, sublicense, timeshare, or otherwise make the Deliverables available to any third party, except as permitted under these Terms or the applicable Order Form; or (iv) remove, alter, obscure or destroy any proprietary notices, labels or marks (including any copyright, trademark and other intellectual property notices) included in the Deliverables.

6.6 The Company shall process any personal data received in connection with the Services in accordance with its Privacy Policy, as may be updated from time to time.

6.7 If the Customer becomes aware that any information provided to the Company in connection with the Services violates applicable law, the Customer shall promptly notify the Company and cooperate in addressing such issue.

6.8 The Company reserves the right, at its sole discretion, to modify the Services where required for legal, regulatory, or operational reasons. Any such modifications shall not materially affect the nature of the Deliverables specified in the applicable Order Form.

7. Proprietary Rights

7.1 Reservation of Rights.

Subject to the limited rights expressly granted hereunder, the Company reserves all rights, title, and interest in and to the Services, Deliverables, and any related materials, including all underlying methodologies, analytical frameworks, workflows, tools, models (including any machine learning or analytic models), data structures, and other intellectual property used or developed in connection with the Services (collectively, the “Company IP”). No rights are granted to the Customer hereunder other than as expressly set forth in these Terms or the applicable Order Form.

7.2 Suggestions.

The Customer hereby grants the Company a royalty-free, fully paid, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into its business operations, services, and methodologies any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer.

7.3 Third Party Data.

The Deliverables may include or rely upon data obtained from third-party sources. All title and intellectual property rights in and to such third-party data remain with the respective owners and may be subject to applicable third-party terms and conditions. The Customer agrees to comply with any such applicable restrictions to the extent they are made known to the Customer.

7.4 Deliverables.

The Customer acknowledges that the Deliverables may incorporate or rely on information derived from open-source intelligence, publicly available data, or third-party sources, which may be incomplete, inaccurate, modified, or unavailable. The Company has not independently verified all such information and disclaims responsibility for its accuracy or completeness.

7.5 Ownership and Licensing of Deliverables.

(a) Ownership of Deliverables: Subject to the full payment of all applicable Fees, the Customer shall own the final Deliverables delivered under the applicable Order Form; (b) Reservation of Proprietary Methodologies: Notwithstanding the foregoing, the Company retains exclusive ownership of: (i) its Proprietary Methodologies; (ii) any underlying data, including open-source intelligence (“OSINT”) and metadata; (iii) analytical frameworks, tools, and workflows used to generate the Deliverables; and (iv) any improvements, enhancements, or derivative methodologies developed in connection with the Services; (c) License Back to Company: The Company shall have the right to use, retain, and incorporate knowledge, insights, and non-customer-specific information derived from the Services into its general know-how, methodologies, and future services, provided that no Confidential Information of the Customer is disclosed or can be reasonably identified; (d) Non-Exclusivity: Unless otherwise agreed upon in writing in the applicable Order Form, the Services and Deliverables are provided on a non-exclusive basis. The Company may provide similar services or produce similar deliverables for other customers.

8. Warranties and Disclaimers

8.1 Mutual Warranties.

Each party represents and warrants that it has the legal power and authority to enter into these Terms. The Customer represents, warrants, and covenants that it will not, in connection with these Terms or the Services and Deliverables, 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 SERVICES AND DELIVERABLES, AND ALL INFORMATION, CONTENT, AND MATERIALS PROVIDED BY THE COMPANY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU USE THEM AT YOUR SOLE AND ENTIRE RISK, WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

8.2.2 THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT ANY DELIVERABLES WILL BE COMPLETE, ACCURATE, OR ERROR-FREE. THE COMPANY DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OBTAINED FROM PUBLICLY AVAILABLE SOURCES OR THIRD PARTIES. ANY RESULTS, FINDINGS, OR ANALYSES PROVIDED AS PART OF THE SERVICES ARE SUBJECT TO THE LIMITATIONS OF THE UNDERLYING DATA AND SOURCES. NO ACTION SHOULD BE TAKEN, DELAYED, OR DEFERRED BASED SOLELY ON THE DELIVERABLES OR ANY INFORMATION PROVIDED BY THE COMPANY.

8.2.3 COMPLIANCE DISCLAIMER. THE COMPANY DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICES OR THE DELIVERABLES MAY BE USED OR RELIED UPON TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, NOR THAT THE CUSTOMER’S USE OF THE SERVICES OR THE DELIVERABLES WILL RESULT IN COMPLIANCE WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY. THE COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ANY SUCH REPRESENTATION, WARRANTY OR PROMISE. IF AND TO THE EXTENT THAT THE CUSTOMER USES ANY OF THE SERVICES OR THE DELIVERABLES FOR THE PURPOSE OF COMPLYING WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, THE CUSTOMER ACKNOWLEDGES AND AGREES THAT SUCH SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND THE CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ITS COMPLIANCE. THE CUSTOMER AGREES THAT THE COMPANY SHALL HAVE NO LIABILITY FOR THE CUSTOMER’S USE OF OR RELIANCE ON ANY SERVICES OR DELIVERABLES 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 AND DELIVERABLES 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. THE CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY INFORMATION BEFORE RELYING ON IT IN ANY OPERATIONAL, LEGAL, INVESTIGATIVE, OR ENFORCEMENT CONTEXT. THE COMPANY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY ARISING FROM THE CUSTOMER’S RELIANCE ON THE SERVICES OR DELIVERABLES FOR OPERATIONAL OR MISSION-CRITICAL PURPOSES, INCLUDING DECISIONS RELATED TO COUNTER-TERRORISM, CRIME PREVENTION, PROSECUTION, OR PUBLIC SAFETY.

8.3 Content.

Any information included in the Deliverables or otherwise provided as part of the Services is for informational purposes only and is not intended as professional, legal, financial, or other advice. The Customer is responsible for evaluating the accuracy, completeness, and usefulness of any information provided and for obtaining independent professional advice where appropriate. The Company does not endorse any third-party sources referenced in the Deliverables.

9. Indemnification

9.1 Our Indemnification Obligations.

The Company shall indemnify the Customer for any damages finally awarded by any court of competent jurisdiction against the Customer, or for amounts paid by the Customer under a settlement approved by the Company in writing, arising from any third-party claim alleging that the Deliverables, as provided by the Company and used by the Customer in accordance with these Terms and the applicable Order Form, infringe upon or violate the intellectual property rights of such third party. The foregoing indemnification obligations shall not apply to any claim arising from (a) the use of the Deliverables in combination with systems, data, information, materials, content or processes not provided by the Company; (b) any modification of the Deliverables not made by the Company; (c) the Customer’s use of the Deliverables in breach of these Terms or the applicable Order Form; or (d) any data, content, or information derived from publicly available sources, open-source intelligence, or third-party materials included in or underlying the Deliverables. For the avoidance of doubt, the Company shall have no liability for claims arising from third-party content, publicly available information, or any data not created exclusively by the Company.

9.2 Indemnification Procedures.

As a condition to any right to indemnification under these Terms, the indemnified party shall (a) promptly provide the indemnifying party written notice of the claim or proceeding, (b) grant 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 Services, and/or the Deliverables.

10. Liability

10.1 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE CUSTOMER’S RELIANCE ON ANY CONTENT OR INFORMATION PROVIDED AS PART OF THE SERVICES OR DELIVERABLES. THE COMPANY SHALL NOT BE DEEMED RESPONSIBLE FOR ANY SUCH CONTENT OR INFORMATION, AND RELIANCE ON SUCH CONTENT OR INFORMATION IS AT THE CUSTOMER’S SOLE RISK.

10.2 IN ANY EVENT, THE COMPANY AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS OR ANY OTHER PERSON OR ENTITY ACTING ON ITS BEHALF, SHALL NOT BE LIABLE FOR ANY DAMAGES (DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL), LOSS, EXPENSE OR PAYMENT CAUSED TO THE CUSTOMER DUE TO THE USE OF, OR INABILITY TO USE, THE SERVICES AND THE DELIVERABLES.

10.3 IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES OR DELIVERABLES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO THE COMPANY UNDER THE APPLICABLE ORDER FORM.

10.4 Exclusion of Consequential and Related Damages.

IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY TO THE CUSTOMER 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, THE SERVICES AND/OR THE DELIVERABLES, AND WHETHER OR NOT THE CUSTOMER HAS 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.

These Terms shall commence on the date of execution of the applicable Order Form and shall remain in effect until completion of the Services specified therein, unless earlier terminated in accordance with these Terms.

11.2 Termination.

Either party may terminate these Terms and/or any applicable Order Form: (a) upon written notice if the other party materially breaches these Terms or the applicable Order Form and fails to cure such breach within a reasonable period following written notice; or (b) immediately if required by applicable law or if continued performance would be unlawful.

The Company may also decline to continue or complete the Services where: (i) the Customer fails to provide required information; (ii) the Services would violate applicable law or internal compliance policies; or (iii) the Customer breaches these Terms or the applicable Order Form.

The Company may also terminate or decline to continue or complete the Services, in whole or in part, where: (i) the performance of the Services is no longer commercially viable; or (ii) the Customer requests termination of the Services.

11.3 Upon termination: (a) the Company shall have no further obligation to perform the Services; (b) all outstanding Fees shall become immediately due and payable; and (c) any provisions which by their nature are intended to survive termination shall continue in full force and effect.

11.4 Surviving Provisions.

Sections relating to Proprietary Rights, Confidentiality, Warranties and Disclaimers, Indemnification, Liability, and any other provisions which by their nature are intended to survive, shall survive any termination or expiration of these Terms.

12. General Provisions

12.1 Manner of Giving Notice.

Except as otherwise specified in these Terms, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) three (3) business days after mailing, or (iii) one (1) business day after sending by email. Notices to the Customer shall be addressed to the contact details set forth in the applicable Order Form or any other address provided by the Customer. Notices to the Company shall be sent by email to: solutions@d-shield.io.

12.2 Relationship of the Parties.

These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

12.3 No Third-Party Beneficiaries.

These Terms are for the sole benefit of the parties and do not confer any rights or remedies upon any third party.

12.4 Waiver and Cumulative Remedies.

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Except as expressly stated herein, the remedies provided herein are cumulative and not exclusive of any other remedies available at law or in equity.

12.5 Severability.

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

12.6 Changes.

The Company may amend these Terms from time to time. Any such changes shall apply prospectively and shall not materially affect existing Order Forms unless agreed in writing by both parties.

12.7 Assignment.

The Customer may not assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the Company. The Company may assign these Terms, in whole or in part, including to an Affiliate or in connection with a merger, sale, or transfer of substantially all of its assets. These Terms shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.

12.8 Governing Law and Jurisdiction.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Each party agrees to the exclusive jurisdiction of the state and federal courts located in New York, New York.

12.9 Anti-Corruption.

Each party represents and warrants that it has not received or been offered any unlawful or improper bribe, kickback, payment, gift, or thing of value in connection with these Terms. Each party agrees to comply with all applicable anti-corruption and anti-bribery laws. Any suspected violation shall be promptly reported to the Company at solutions@d-shield.io.

12.10 Force Majeure.

Neither party shall be liable for any failure or delay in performance under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, fires, floods, epidemics, governmental actions, labor disputes, or failures of utilities or communications networks. The affected party shall use reasonable efforts to mitigate the impact of such event. If such event continues for an extended period, either party may terminate the affected Services upon written notice.

12.11 Entire Agreement.

These Terms, together with the applicable Order Form and any appendices attached hereto, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral, relating to its subject matter. No modification, amendment, or waiver of any provision of these Terms 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.