Terms of Service

These Terms of Service ("Terms") govern your access to and use of the ShadowTrace platform, website, and related services (collectively, the "Services") provided by ShadowTrace Ltd ("ShadowTrace", "we", "us", or "our"), a company registered in England and Wales.

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

1. Definitions

In these Terms:

• "Account" means the account you create to access and use the Services.
• "Customer Data" means any data, information, or content you submit to or through the Services.
• "Platform" means the ShadowTrace blockchain intelligence platform and associated tools.
• "Subscription" means your agreement to access the Services for a specified term under a pricing plan.
• "User" means any individual authorised by you to access the Services through your Account.

2. Account Registration and Security

2.1 Account Creation

To access certain features of the Services, you must create an Account. You agree to provide accurate, complete, and current information during registration and to update such information as necessary.

2.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:

• Use strong, unique passwords and enable multi-factor authentication where available
• Notify us immediately of any unauthorised access or security breach
• Ensure that Users comply with these Terms

2.3 User Management

You are responsible for managing access to your Account, including adding and removing Users. You agree that each User account is for a single individual and may not be shared.

3. Use of the Services

3.1 Permitted Use

Subject to these Terms and your Subscription, we grant you a limited, non-exclusive, non-transferable right to access and use the Services for your internal business purposes, including:

• Blockchain transaction analysis and investigation
• Risk assessment and compliance monitoring
• Generating reports for lawful purposes

3.2 Restrictions

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws
• Reverse engineer, decompile, or disassemble any part of the Services
• Attempt to gain unauthorised access to the Services or related systems
• Use the Services to harass, abuse, or harm others
• Resell, sublicense, or provide access to the Services to third parties without authorisation
• Use automated tools to access the Services except through our provided APIs
• Interfere with or disrupt the integrity or performance of the Services
• Circumvent any security measures or access controls

3.3 Compliance

You agree to use the Services in compliance with all applicable laws, regulations, and industry standards, including but not limited to anti-money laundering (AML) regulations, data protection laws, and export control laws.

4. Subscriptions and Payment

4.1 Subscription Plans

Access to the Services requires a paid Subscription. Details of available plans, features, and pricing are set out on our website or in a separate agreement.

4.2 Payment Terms

You agree to pay all fees associated with your Subscription in accordance with the payment terms specified. Unless otherwise agreed:

• Fees are payable in advance for the Subscription term
• All fees are non-refundable except as expressly stated
• We may adjust pricing with 30 days' notice before the next renewal period

4.3 Taxes

Fees are exclusive of taxes. You are responsible for paying all applicable taxes, except for taxes based on our net income.

4.4 Late Payment

If payment is not received when due, we may suspend access to the Services until payment is received. We reserve the right to charge interest on overdue amounts at the rate of 4% above the Bank of England base rate.

5. Intellectual Property

5.1 Our Intellectual Property

The Services, including all software, algorithms, designs, documentation, and content (excluding Customer Data), are owned by ShadowTrace or our licensors. These Terms do not grant you any ownership rights in the Services.

5.2 Your Data

You retain all rights to your Customer Data. By submitting Customer Data to the Services, you grant us a limited licence to use, process, and store such data solely to provide the Services to you.

5.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, royalty-free licence to use such feedback for any purpose without obligation to you.

6. Data Protection

Our processing of personal data is governed by our Privacy Policy. Where we process personal data on your behalf, we will enter into a Data Processing Agreement as required by applicable data protection laws.

7. Confidentiality

7.1 Confidential Information

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential.

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach of these Terms
• Was known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is lawfully obtained from a third party without restriction

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• The Services will perform substantially in accordance with the documentation
• We will provide the Services with reasonable skill and care
• We have the right to provide the Services to you

8.2 Disclaimers

Except as expressly stated, the Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

• The Services will be uninterrupted or error-free
• The Services will meet all your requirements
• Any data or analysis provided is complete, accurate, or suitable for any particular purpose

8.3 Blockchain Data

The Services analyse publicly available blockchain data. We do not guarantee the accuracy, completeness, or reliability of blockchain data or any analysis derived from it. You acknowledge that blockchain data may be incomplete or inaccurate, and you are responsible for independently verifying any information before taking action based on it.

9. Limitation of Liability

9.1 Exclusions

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to these Terms.

9.2 Cap on Liability

Our total aggregate liability arising out of or related to these Terms shall not exceed the greater of: (a) the fees paid by you in the twelve (12) months preceding the claim; or (b) £10,000.

9.3 Exceptions

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by law; or (d) breach of confidentiality obligations.

10. Indemnification

You agree to indemnify and hold harmless ShadowTrace and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your use of the Services in violation of these Terms
• Your violation of any applicable laws or third-party rights
• Your Customer Data

11. Term and Termination

11.1 Term

These Terms are effective when you first access the Services and continue until terminated. Your Subscription term is specified in your order or agreement.

11.2 Termination for Convenience

Either party may terminate a Subscription by providing written notice at least 30 days before the end of the then-current Subscription term.

11.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure the breach within 30 days of notice
• Becomes insolvent or subject to bankruptcy proceedings

11.4 Effect of Termination

Upon termination:

• Your right to access the Services will cease immediately
• You must pay any outstanding fees
• We will delete your Customer Data within 90 days, unless retention is required by law
• Provisions that by their nature should survive termination will survive

12. Changes to Terms

We may modify these Terms from time to time. We will provide notice of material changes by posting the updated Terms on our website or by other reasonable means. Your continued use of the Services after the effective date of any changes constitutes acceptance of the modified Terms.

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13.2 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.3 Entire Agreement

These Terms, together with any applicable order or agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.

13.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in effect.

13.5 Waiver

No failure or delay in exercising any right under these Terms shall constitute a waiver of that right.

13.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, or internet outages.

14. Contact Us

If you have any questions about these Terms, please contact us:

ShadowTrace Ltd
Email: legal@shadowtrace.ai
Address: [Registered Address]