Terms of Service

By accessing the Service, you confirm that: (a) you have the authority to bind the organisation you represent; (b) you are at least 18 years of age; and (c) your use of the Service will comply with all applicable laws and regulations.

We reserve the right to update these Terms at any time. We will notify you of material changes by email or prominent notice within the platform at least 30 days in advance. Your continued use after the effective date of any changes constitutes acceptance of the updated Terms.

Shadow Span is an intelligence-led security operations platform that provides: External Attack Surface Management (EASM); dark web and deep web monitoring; phishing and brand impersonation detection; third-party supply chain risk intelligence; vulnerability and threat intelligence aggregation from open-source and commercial feeds; and executive identity monitoring.

The specific features available to you depend on your subscription tier. We may modify, add, or remove features at our discretion, provided that material reductions in functionality for paid subscribers will be communicated with at least 30 days notice.

The Service is provided for defensive security purposes only. Intelligence outputs are intended to help you identify and respond to threats affecting your own organisation and its monitored assets.

You must provide accurate and complete information when registering an account and keep that information up to date.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at legal@shadowspan.com if you suspect any unauthorised access to your account.

We reserve the right to disable any account that we reasonably believe has been compromised or is being used in violation of these Terms.

Multi-user accounts: an account administrator may invite additional users within your organisation. You are responsible for ensuring that all users under your account comply with these Terms.

You agree to use the Service only for lawful purposes. You must not:

(a) Use the Service to conduct or facilitate unauthorised access to systems, networks, or data belonging to third parties;

(b) Configure the Service to monitor, scan, or collect intelligence on assets you do not own or have explicit written authorisation to monitor;

(c) Use intelligence outputs from the Service to target, harass, extort, or harm individuals or organisations;

(d) Attempt to reverse-engineer, decompile, or extract source code from the Service;

(e) Use automated means to scrape, crawl, or extract data from the Service beyond your standard API access entitlements;

(f) Circumvent, disable, or interfere with security features of the Service, including rate limiting, authentication, or access controls;

(g) Introduce malicious code, viruses, or any software intended to damage or disrupt the Service;

(h) Use the Service to generate, distribute, or facilitate spam, phishing, or other unsolicited communications;

(i) Resell, sublicense, or provide access to the Service to third parties without our prior written consent.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

5.1 Plans. Shadow Span offers multiple subscription tiers as described on our pricing page. Features and limits vary by tier.

5.2 Fees. Subscription fees are charged in advance on a monthly or annual basis, depending on your selected plan. All fees are stated exclusive of applicable taxes, which are your responsibility.

5.3 Payment. Payments are processed by Stripe, Inc. By providing payment details, you authorise us to charge your payment method for all fees due. If a payment fails, we will retry and notify you; failure to remedy within 10 days may result in service suspension.

5.4 Renewals. Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. Cancellation takes effect at the end of the current billing period; no refund is issued for the unused portion.

5.5 Price Changes. We will provide at least 30 days notice of price increases. Increases take effect at your next renewal after the notice period.

5.6 Refunds. All fees are non-refundable except as required by applicable consumer protection laws or where we have materially failed to deliver the Service as described.

5.7 Free Tier. We may offer a free tier with limited functionality. Free tier usage is subject to fair use limits and these Terms. We reserve the right to discontinue or modify the free tier with 30 days notice.

Shadow Span Platform. The Service, including all software, algorithms, user interfaces, documentation, and aggregated intelligence datasets compiled by Shadow Span, is owned by or licensed to Shadow Span and is protected by intellectual property laws. Nothing in these Terms transfers any ownership of our intellectual property to you.

Your Data. You retain ownership of all data, configurations, and content you upload or input into the Service ("Customer Data"). You grant us a non-exclusive, worldwide licence to process Customer Data solely to provide the Service to you.

Feedback. If you provide suggestions, ideas, or feedback about the Service, we may use that feedback without restriction or compensation to you.

Intelligence Outputs. Reports, alerts, and intelligence outputs generated by the Service may be used by you internally for security operations purposes. You may not redistribute, publish, or commercially resell intelligence outputs without our prior written consent.

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 given the nature of the information.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to the confidential information.

We will not disclose your Customer Data to third parties except as necessary to provide the Service, as required by law, or as described in our Privacy Policy.

To the extent that we process personal data on your behalf as part of the Service, we do so as a data processor under your instructions as data controller, in accordance with our Data Processing Agreement ("DPA"). The DPA is incorporated into these Terms by reference and is available at https://shadowspan.com/dpa.

You are responsible for ensuring that your use of the Service, including the asset and personnel data you configure for monitoring, complies with applicable data protection laws, including obtaining any necessary consents or establishing other lawful bases for the monitoring activities.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Shadow Span does not warrant that: (a) the Service will be uninterrupted, error-free, or completely secure; (b) intelligence outputs will be accurate, complete, or current at all times; (c) the Service will identify all threats, vulnerabilities, or security incidents affecting your organisation; or (d) any defects will be corrected.

Intelligence data is derived from open-source and third-party feeds. We do not independently verify all intelligence and cannot guarantee its accuracy. You are responsible for independently validating intelligence before taking action that could affect critical systems or personnel.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHADOW SPAN'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) £100 / $100 USD.

IN NO EVENT SHALL SHADOW SPAN BE LIABLE FOR ANY: LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF DATA; LOSS OF BUSINESS OR GOODWILL; INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you in full.

Nothing in these Terms limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited by law.

You agree to indemnify, defend, and hold harmless Shadow Span and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms; (b) your violation of any applicable law or third-party rights; (c) your use of the Service in a manner not permitted by these Terms; or (d) any Customer Data that infringes third-party intellectual property rights or applicable laws.

12.1 Term. These Terms commence on the date you first access the Service and continue until terminated.

12.2 Termination by You. You may terminate your subscription at any time via your account settings. Termination takes effect at the end of your current billing period.

12.3 Termination by Shadow Span. We may suspend or terminate your account immediately on written notice if: (a) you materially breach these Terms and fail to cure the breach within 10 days of notice; (b) you violate the Acceptable Use Policy; (c) you become insolvent, enter administration, or are subject to insolvency proceedings; or (d) we are required to do so by law.

12.4 Effect of Termination. Upon termination: access to the Service ceases; you may export your Customer Data within 30 days; after 30 days we will delete your Customer Data from production systems (subject to legal retention obligations). Provisions that by their nature should survive termination (including Sections 6, 7, 9, 10, 11, 13) will survive.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation between the parties for a period of 30 days from written notice of the dispute.

If the dispute is not resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the courts located in Ontario, Canada, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

For customers in the European Union: Nothing in these Terms affects your right to seek remedies through your local courts or applicable alternative dispute resolution mechanisms under EU law.

Entire Agreement. These Terms, together with our Privacy Policy, Data Processing Agreement, and any applicable Order Forms, constitute the entire agreement between you and Shadow Span regarding the Service and supersede all prior agreements.

Severability. If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

Assignment. You may not assign these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Force Majeure. Neither party is liable for delays or failures in performance caused by circumstances beyond their reasonable control, including natural disasters, government actions, or failure of third-party infrastructure.

Notices. Legal notices to Shadow Span must be sent to legal@shadowspan.com. We will send legal notices to the email address associated with your account.

Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship.

For questions about these Terms:

Shadow Span Technologies Inc.

[REGISTERED ADDRESS]

Email: legal@shadowspan.com