Terms of Service
These Terms of Service (“Terms”) govern your access to and use of the Elpista governance, risk and compliance platform, website and related services (collectively, the “Service”) provided by Shield AI Software Inc. (“Shield AI,” “we,” “us,” or “our”). By accessing or using the Service, or by agreeing to these Terms in an order or subscription, you (“you” or “Customer”) agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
1. The Service
The Service is a multi-tenant, cloud-based GRC platform that helps organizations manage risk, controls, evidence, policies, third-party risk and related compliance activities. We may update, enhance or modify features of the Service from time to time.
2. Eligibility and accounts
The Service is intended for business use by organizations and their authorized users. You are responsible for maintaining the confidentiality of account credentials, for all activity under your account, and for ensuring your users comply with these Terms. Notify us promptly of any unauthorized use.
3. Subscriptions and fees
Access to the Service may require a paid subscription. Fees, billing frequency and scope are set out in the applicable order, quote or subscription. Unless stated otherwise, fees are in Canadian dollars, exclusive of applicable taxes, and non-refundable except as required by law or expressly agreed. We may adjust fees on renewal with reasonable notice.
4. Acceptable use
You agree not to: use the Service in violation of any law or third-party rights; upload malicious code or attempt to gain unauthorized access to the Service or other tenants’ data; interfere with or disrupt the integrity or performance of the Service; reverse engineer or copy the Service except as permitted by law; or resell or provide access to the Service except as expressly authorized in writing.
5. Customer Data
“Customer Data” means the data and content you and your users submit to or create within the Service. As between the parties, you retain all rights in Customer Data. You grant Shield AI a limited licence to host, process and use Customer Data solely to provide, secure and support the Service, and as otherwise instructed by you. You are responsible for the accuracy and lawfulness of Customer Data and for obtaining any necessary consents. Our handling of personal information is described in our Privacy Policy.
6. Intellectual property
The Service, including all software, content, and trademarks (including “Elpista”), is owned by Shield AI or its licensors and is protected by intellectual property laws. Except for the limited right to use the Service under these Terms, no rights are granted to you. Feedback you provide may be used by us without restriction.
7. AI-assisted features
The Service may offer optional AI-assisted features that generate suggestions or drafts. Such output is provided to assist your team and requires human review; it is not a substitute for professional judgement. You are responsible for reviewing and approving any output before relying on it.
8. No professional advice
The Service and its content are tools to help you manage your compliance program. They do not constitute legal, audit, regulatory or other professional advice, and use of the Service does not guarantee compliance with any law, framework or standard. You are responsible for your own compliance obligations.
9. Confidentiality
Each party may receive confidential information of the other. The receiving party will protect such information using reasonable care and use it only to perform under these Terms, except where disclosure is required by law.
10. Third-party services
The Service relies on third-party providers, including cloud hosting (Microsoft Azure). Your use of the Service may be subject to those providers’ terms, and we are not responsible for third-party services outside our control.
11. Warranties and disclaimers
We will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided “as is” and “as available,” and to the maximum extent permitted by law we disclaim all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data. Except for liability that cannot be excluded by law, Shield AI’s total aggregate liability arising out of or relating to the Service will not exceed the amounts paid by you for the Service in the twelve (12) months preceding the event giving rise to the claim.
13. Indemnification
You agree to indemnify and hold Shield AI harmless from claims arising out of your Customer Data or your use of the Service in breach of these Terms or applicable law, except to the extent caused by Shield AI.
14. Term and termination
These Terms apply while you use the Service or for the duration of your subscription. Either party may terminate for material breach that remains uncured after reasonable notice. On termination, your right to use the Service ends; we will make Customer Data available for export for a limited period as described in your subscription, after which it may be deleted.
15. Changes to these Terms
We may update these Terms from time to time. We will post the updated version here and revise the “Last updated” date; material changes may be communicated through the Service or by email. Continued use after changes take effect constitutes acceptance.
16. Governing law
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-laws principles. The parties submit to the exclusive jurisdiction of the courts of Ontario, subject to any mandatory consumer protections.
17. General
These Terms, together with any order or written agreement referencing them, constitute the entire agreement between the parties regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition or sale of assets. Our failure to enforce a provision is not a waiver.
18. Contact us
Shield AI Software Inc. — Oakville, Ontario, Canada
ofatokun@shield-ai.ca