Legal Documents & Agreements

1. DEFINITIONS

"You" and "your" refer to the individual or entity ordering Services from ShadowCradle or its partners. "Services" means the software and services for which you have a Subscription. "User" means an authorized individual using the Services with User Credentials. "ShadowCradle" means the entity providing Services.

2. USE OF SERVICES

2.1 Use: You receive a nonexclusive, non-assignable limited right to access and use purchased Services for internal business operations. This Agreement controls in order of preference: Order Form, this Agreement, then other terms.

2.2 Registration: An active Subscription generates Admin Credentials for account setup. You create User Credentials for individual users. You're responsible for credential confidentiality and liable for all account activity. You must notify ShadowCradle of unauthorized access immediately, avoid impersonation, and ensure all submitted data is accurate and legally owned by you.

2.3 Use Restrictions: You cannot remove proprietary markings, make Services available to third parties, modify or reverse engineer the Services, use Services to build competitive products, license or commercially exploit Services, or attempt unauthorized access.

2.4 Protection Against Unauthorized Use: You must prevent unauthorized access and immediately notify ShadowCradle of any breaches, taking all necessary steps to terminate unauthorized use.

2.5 Third Party Technology and Content: Third-party technology use is governed by separate license agreements. ShadowCradle isn't responsible for linked websites or third-party content, practices, or reliability.

2.6 Changes; Modifications: ShadowCradle and its licensors may upgrade, enhance, change and modify the Services, including discontinuing features. ShadowCradle reserves the right to amend this Agreement and related policies with 30 days' notice. Continued use indicates acceptance of changes.

3. TERM; TERMINATION

3.1 Term: The Agreement commences upon Order Form execution or initial Service use and continues until all Order Forms expire. Initial terms are specified in Order Forms. After the initial term, month-to-month continuation occurs unless either party provides 30 days' written notice to terminate.

3.2 Termination: ShadowCradle may terminate or suspend your account and access to the Services upon notice for breach of Agreement, law enforcement requests, self-initiated deletion, technical issues, extended inactivity, or non-payment. Termination removes all access and may bar future use.

3.3 Effect of Termination: Upon termination, all rights to access or use Services end. Provisions extending beyond termination survive.

4. USER OBLIGATIONS AND WARRANTIES

4.1 Acceptable Use Policy; Fair Use Policy: You agree to the Acceptable Use Policy and Fair Use Policy as posted on ShadowCradle's website. These policies are subject to change. Continued use after posting revised policies indicates acceptance.

4.2 Compliance: You must comply with all applicable local, state, national, and foreign laws regarding Service use, including privacy laws, copyright laws, and regulations on personal data transmission.

4.3 Information Provided to ShadowCradle: You warrant that you own or control all rights to submitted information, and such use doesn't violate rights, create liability, or cause harm. You're solely responsible for content accuracy.

4.4 Technical Requirements: You must have required equipment, software, and Internet access. Acquiring and maintaining these is solely your responsibility. Services may deactivate if unable to communicate with activation servers.

4.5 Payment Terms: Payment is due within 5 days of invoice unless otherwise agreed. Payments must be made by automatic ACH or credit card charge. You authorize ShadowCradle to charge for all monthly fees and overages. If a charge declines, ShadowCradle may retry. Past-due payments can be collected via bank account or credit card.

4.6 Past Due Interest: Unpaid amounts accrue interest at 1.5% monthly (18% annually) or the maximum legal rate, whichever is lower. Collection costs, including attorney fees, are your responsibility.

4.7 Additional Services; Overages: Services not in your Order Form are billed separately at ShadowCradle's current rates. Exceeding usage limits results in overage billing.

5. INTELLECTUAL PROPERTY OWNERSHIP AND RIGHTS

ShadowCradle and its licensors own all right, title, and interest in Services, trademarks, and feedback regarding Services. You retain ownership of your data. You grant ShadowCradle a worldwide limited license to host, copy, transmit, view, modify, reformat, translate, transfer, and display your data as necessary to provide Services.

6. INDEMNIFICATION

6.1 ShadowCradle Indemnity: ShadowCradle will defend you against third-party claims that Service use infringes intellectual property rights and will indemnify you from resulting damages and attorney fees. If infringement is claimed, ShadowCradle may modify Services, obtain a license, or terminate your rights and refund unused fees. This is ShadowCradle's sole liability for infringement claims.

6.2 Indemnity by You: You will defend and indemnify ShadowCradle from claims arising from your breach, intellectual property violations, your acts or omissions, or your data, including all damages and legal costs.

6.3 Procedure: The indemnified party must provide prompt written notice, assistance, and information to help defend claims. The indemnifying party controls defense and settlement. Settlements cannot include admissions of liability by the indemnified party or require material actions without consent.

7. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHADOWCRADLE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ShadowCradle doesn't warrant that Services will meet requirements, be uninterrupted, secure, or error-free. You acknowledge ShadowCradle doesn't control data transfer over the Internet and isn't responsible for resulting delays or damage. Services aren't designed for environments where failure could cause death, injury, or severe damage.

8. LIMITATION OF LIABILITY

8.1 Limitation of Remedy: SHADOWCRADLE AND ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS.

8.2 Maximum Liability: SHADOWCRADLE'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID TO SHADOWCRADLE BY YOU FOR THE SERVICES IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

8.3 Independent Allocations of Risk: Each liability limitation is severable and reflects risk allocation in pricing. These limitations apply regardless of remedy failure.

9. CONFIDENTIALITY; PRIVACY; SECURITY

9.1 Confidentiality: Each party must hold the other's Trade Secrets and Confidential Information in confidence and not disclose, copy, reproduce, or distribute such information except as contemplated by the Agreement. Trade Secrets remain protected as long as they retain that status.

9.2 Disclosures Required by Law: ShadowCradle may disclose Proprietary Information if ordered by court or governmental body.

9.3 Data Privacy; Security: You may provide Personal Data necessary to administer your account. This data may be transferred to and stored in the United States. ShadowCradle uses Personal Data per its privacy notices. You acknowledge and agree that ShadowCradle may transfer an encrypted version of your Customer Data to the United States provided that decryption keys shall not be transferred to the United States. ShadowCradle may backup encrypted data outside the United States to cloud regions for redundancy. If you choose geographic storage (U.S. or specific regions), ShadowCradle won't move Customer Data without written permission, except for encrypted backup copies.

9.4 GDPR Compliance: If you're subject to GDPR or UK GDPR, ShadowCradle acts as data processor. Processing occurs only for permitted purposes: providing Services, complying with law, or per your direction. ShadowCradle's personnel are bound to confidentiality. ShadowCradle implements Article 32 security measures. Subprocessors are authorized under general authorization. ShadowCradle supports data subject rights by providing access via Service functionality. Data may be permanently deleted after Services end. Upon written request, ShadowCradle annually provides audit reports.

10. EXPORT; SANCTIONS

10.1 Export Restrictions: You cannot export or re-export Services or materials to Restricted Nations or designated persons without prior U.S. government consent. You warrant that you, your employees, and consultants accessing Export Materials are not in Restricted Nations, aren't owned by Restricted Nation entities, aren't government officials, and aren't on U.S. designated lists.

10.2 Sanctions: You warrant that you and your representatives are not subject to U.S., UN, EU, or UK sanctions, aren't located in sanctioned territories, and won't use Services in violation of sanctions.

11. GENERAL

ShadowCradle may audit your Service use; you must cooperate without unreasonable business disruption. ShadowCradle isn't responsible for your audit costs. ShadowCradle acts as an independent contractor, not your agent. ShadowCradle may use subcontractors. You cannot assign this Agreement or transfer Services. Notices are deemed given three days after certified mail, one day after air courier, or same day for fax or email. ShadowCradle isn't liable for delays or failures beyond its reasonable control. This Agreement is governed by Florida law without regard to conflict principles. No failure to exercise rights waives those rights. If any provision is held invalid, remaining provisions survive. This Agreement is the final expression of the parties' agreement and supersedes all prior communications.