Terms of service.

Introduction

These BotShield Terms of Service ("Terms"), together with the terms of any applicable order form ("Order Form") (collectively, the "Agreement"), are the only terms that govern BotShield, Inc.'s ("BotShield") provision to you (as "Customer") of the BotShield human verification platform (the "Service").

If the parties have executed an Enterprise Agreement or Master Services Agreement ("MSA"), the MSA shall supersede and replace these Terms with respect to the Service. By creating an account at console.botshield.ai, executing an Order Form, or otherwise accessing or using the Service, you consent to be bound by this Agreement.

1. Definitions

"Customer Data" means any data, information, or content collected, uploaded, transmitted, or received from Customer and hosted on the Service or Customer's devices and environments.

"Service" means the BotShield human verification platform, including the verification API, presence verification, and related tools delivered to Customer as a cloud-provided solution under a paid or free subscription (excluding Customer Data itself).

"SDK" means the BotShield client-side software development kit and associated components (such as the web component, Capacitor plugin, or JavaScript library) provided by BotShield for integration into Customer's applications, websites, or checkout flows.

"Updates" means any bug fixes, patches, features, or error corrections to the SDK or Service provided at BotShield's discretion, generally free of charge unless requiring a subscription upgrade or developed through a separate Professional Services Agreement.

2. Eligibility and License

Eligibility. Customer must maintain a functioning account and valid email address for billing and Service communications.

SDK License Grant. All SDK components are licensed under the applicable code repository's prevailing open-source license. Customer shall not have any exclusive rights to the SDK.

Service License Grant. Subject to and conditioned on Customer's compliance with all terms and conditions of this Agreement and payment of Fees (as defined below), BotShield hereby grants Customer a limited, worldwide, non-exclusive, revocable, non-sublicensable, and non-transferable license during the Service subscription term to use the Service solely for the purposes authorized under Customer's Service subscription plan.

Use Restrictions. Customer shall not: (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to others; (ii) develop, sell, or provide any software or service in competition with the Service; or (iii) use the SDK or Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Reservation of Rights. BotShield reserves all rights not expressly granted to Customer in this Agreement. Nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the SDK or Service.

Customer Data Ownership and License. Customer is and shall remain the sole and exclusive owner of all Customer Data. Customer hereby grants to BotShield a non-exclusive, non-transferable, non-sublicensable license to access and use the Customer Data as necessary to provide the Service. BotShield may use Customer Data for its own internal business purposes only when (i) the Customer Data is aggregated with other BotShield data such that it cannot be separated; and (ii) the Customer Data is anonymized so that no personal information is available, including IP addresses.

Customer Responsibilities. Customer is responsible and liable for all uses of the SDK and Service under Customer's subscription. Customer represents and warrants that it has obtained and maintains all necessary consents and legal bases required under applicable data protection laws for the processing of Customer Data by BotShield in order to provide the Service.

Biometric Privacy Compliance. BotShield's Presence verification relies on the W3C WebAuthn standard. Biometric authentication occurs entirely within the end-user's device; BotShield does not capture, store, or transmit biometric identifiers or biometric information as defined under the Illinois Biometric Information Privacy Act (740 ILCS 14/), the Texas CUBI Act, the Washington biometric privacy statute, the CCPA/CPRA, GDPR Article 9, or analogous laws (see our Privacy Policy for full detail). Customer nonetheless acknowledges and agrees:

• Customer is solely responsible for compliance with all applicable laws governing Customer's use of verification results, including but not limited to biometric privacy laws, employment laws, fair-credit-reporting laws, anti-discrimination laws, and consumer-protection laws.
• Where Customer's use of a verification result has a legal or similarly significant effect on the individual (such as employment, housing, credit, insurance, eligibility, or access decisions), Customer shall conduct its own legal review and obtain appropriate notices, consents, and authorizations from affected individuals before relying on the verification result for that purpose.
• Customer shall not attempt to derive, extract, reconstruct, reverse-engineer, or infer biometric identifiers or biometric information from cryptographic attestations, verification results, or any other data received from BotShield.
• Customer shall provide its end users with adequate notice that BotShield is used as a verification service provider, in accordance with Customer's privacy policy and applicable law.

3. Acceptable Use

Customer shall not use the SDK or Service, and shall not permit any end user or third party to use the SDK or Service:

• To make employment, housing, credit, insurance, healthcare-eligibility, or similar consequential decisions about individuals without first complying with all applicable laws governing such use, including (where applicable) the U.S. Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), state biometric privacy laws, and anti-discrimination laws.
• To re-identify, de-anonymize, or otherwise attempt to associate verification results with personally identifiable information of end users beyond what those end users have explicitly consented to share.
• To verify individuals without their knowledge or consent, or in a manner that violates applicable consent or notice requirements.
• To discriminate unlawfully against any individual or class of individuals on the basis of an inability or unwillingness to complete BotShield verification.
• To attempt to circumvent BotShield's authentication, rate-limiting, fraud detection, or billing-meter mechanisms.
• To perform security testing, penetration testing, vulnerability research, or load testing against the Service without BotShield's prior written authorization.
• In any manner that violates applicable export controls or sanctions laws (including those administered by the U.S. Office of Foreign Assets Control).

BotShield may suspend or terminate the Service for any Customer found to be in violation of this Acceptable Use section without prior notice. Repeat or material violations may result in permanent account termination per Section 13.

4. Data Processing and Sub-Processors

Roles. With respect to personal information processed through the Service, Customer is the data controller (or business, as applicable) and BotShield is a data processor (or service provider). Customer determines the purposes and means of processing; BotShield processes personal information only on Customer's documented instructions and as necessary to provide the Service.

Data Processing Agreement. Customers subject to the EU GDPR, UK GDPR, or other privacy frameworks requiring a written data-processing agreement may execute BotShield's standard Data Processing Agreement (DPA), available on request to support@botshield.ai . Where executed, the DPA forms part of this Agreement.

Sub-Processors. BotShield uses third-party sub-processors to operate the Service. The current list of sub-processors is published in our Privacy Policy . BotShield will provide reasonable advance notice of additions to the sub-processor list to Customers with an executed DPA.

International Data Transfers. The Service is hosted in the United States. If Customer is located outside the United States, Customer consents to the transfer and processing of personal information in the United States and acknowledges that U.S. data-protection laws may differ from those of Customer's jurisdiction. For Customers subject to EU/UK GDPR, BotShield will use Standard Contractual Clauses or equivalent transfer mechanisms as set out in the DPA.

5. Modification of Service

BotShield may, at its sole discretion, discontinue or modify the SDK or Service or any features thereof in whole or in part, modify specifications, or replace the SDK or Service with similar products at any time upon providing advance written notice to Customer.

6. Support; Suspension; Usage Limits

Support. BotShield provides no support for the SDK or Service except as stated in an applicable Order Form or separate support agreement. BotShield will provide Updates as they become available. Customer assumes all risks if Customer (i) fails to install Updates to the latest version when available; or (ii) modifies the SDK.

Suspension of Service. BotShield may suspend Service access when: (i) unavoidable due to maintenance; (ii) required to remedy errors in infrastructure; (iii) the Service cannot be provided because of third-party provider outages; (iv) an illegal connection or attack is detected; (v) BotShield is required to do so for the public interest or by law; (vi) Customer fails to pay amounts due in a timely manner; or (vii) Customer exceeds usage limits for its subscription plan.

Usage Limits. Each subscription plan contains feature and usage limits applied on a monthly basis unless otherwise stated. Customer may purchase usage limit extensions at the then-current price. All extensions are non-refundable and applicable only to the current usage period. If Customer exceeds applicable limits, BotShield reserves the right to suspend usage without prior notice until the next billing period or Customer's purchase of an extension.

7. Fees and Payment

Fees. As a condition of using the Service, Customer consents to BotShield's use of third-party payment processors to facilitate payments for subscription fees ("Fees"). Fees are according to the official BotShield pricing at botshield.ai/pricing as amended from time to time, or as specified in an applicable Order Form. Customer shall pay Fees without offset or deduction. BotShield reserves the right to increase Fees at each renewal. If Customer fails to make any payment when due, BotShield may suspend Service access until payment is made.

Taxes. All Fees are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed by any governmental authority.

Service Upgrades. Customer may upgrade its subscription plan at any time upon written notice. Upon upgrading, Fees will reflect current pricing and are due immediately. If Customer has prepaid for an annual plan, unused months will be refunded pro rata in a separate transaction.

8. Intellectual Property

Customer acknowledges that, subject to the terms of any applicable open-source licenses used for the SDK or Service, BotShield and its licensors exclusively own all right, title, and interest, including all intellectual property rights, in and to the SDK and Service. No rights are granted to Customer except as expressly provided in this Agreement.

9. Warranty Disclaimer

THE SDK AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND BOTSHIELD HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BOTSHIELD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BOTSHIELD MAKES NO WARRANTY THAT THE SDK OR SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE WITH ANY PRODUCTS OR SYSTEMS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

FEATURES IDENTIFIED AS "BETA" MAY CONTAIN DEFECTS. CUSTOMER IS ADVISED TO SAFEGUARD IMPORTANT DATA AND NOT TO RELY ON THE CORRECT FUNCTIONING OF BETA FEATURES.

10. Indemnification

Customer shall indemnify, hold harmless, and, at BotShield's option, defend BotShield, its affiliates, directors, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, and costs (including attorneys' fees) arising out of or relating to Customer's: (i) breach of this Agreement; (ii) use of the SDK or Service in a manner not authorized by this Agreement; (iii) use of the SDK or Service in combination with data, software, or technology not provided or authorized by BotShield; (iv) modifications to the SDK not made by BotShield; (v) misuse causing damage to BotShield's or a third party's systems or reputation; (vi) infringement of third-party intellectual property rights; (vii) violation of applicable law; or (viii) use of any version other than the most current version of the SDK or Service.

11. Assumption of Risk

The entire risk of the use, results, and performance of the SDK and Service is borne by Customer. BotShield assumes no responsibility for Customer's use of the SDK or Service. Customer uses and relies on the SDK or Service at its own risk. If any deficiencies are noted, Customer shall immediately cease all use and not rely upon the same in any capacity. Customer's sole and exclusive remedy shall be as set forth in Section 12 hereof.

12. Limitations of Liability

IN NO EVENT SHALL BOTSHIELD BE LIABLE UNDER THIS AGREEMENT FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT PRODUCTS OR SERVICES, REGARDLESS OF WHETHER BOTSHIELD WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

IN NO EVENT SHALL BOTSHIELD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF ONE (1) MONTH'S FEES PAID BY CUSTOMER FOR THE SERVICE.

13. Term and Termination

Term. This Agreement is effective on the date Customer initially creates an account at console.botshield.ai or the date of execution of an Order Form, as applicable, and shall continue for as long as Customer uses the SDK or Service and timely pays all Fees ("Term"). The subscription term will automatically renew for additional periods of the same duration ("Renewal") until terminated.

Termination. BotShield may immediately terminate this Agreement for convenience at any time upon written notice. BotShield may also immediately terminate if Customer fails to comply with any terms or fails to pay Fees when due. Customer may terminate at any time by deleting their account or sending a written termination request to support@botshield.ai .

Effect of Termination. Upon termination, Customer's access to the Service and all licenses granted hereunder will terminate. No termination will affect Customer's obligation to pay all Fees accrued before such termination. If BotShield terminates for convenience and Customer has prepaid for an annual plan, Customer will receive a pro-rata refund.

Survival. Sections 1, 2 (Use Restrictions and Biometric Privacy Compliance), 3, 4, 7, 8, 9, 10, 11, 12, and 14 shall survive termination of this Agreement.

14. General Provisions

Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and representations.

Changes to Terms. BotShield may change these Terms from time to time. BotShield will exercise commercially reasonable efforts to provide notice of material changes. If Customer does not agree to changes, Customer must terminate within ten (10) business days. Continued use after that period constitutes acceptance.

Force Majeure. Neither party shall be liable for failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, government actions, or power and telecommunications outages.

Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware, United States of America, without giving effect to any choice or conflict of law provision. Any suit, action, or proceeding shall be instituted in a state or federal court located in the State of Delaware. CUSTOMER AND BOTSHIELD HEREBY AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE CONCERNING THIS AGREEMENT.

Assignment. BotShield may assign its rights or obligations without restriction. Customer may not assign or transfer any rights or delegate any obligations without the prior written consent of BotShield.

Export Regulation. The SDK or Service may be subject to U.S. export control laws. Customer shall comply with all applicable export regulations prior to making the SDK or Service available outside the U.S.

Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, such invalidity will not affect any other term or provision.

Notices. All notices to BotShield must be in writing and addressed to:

BotShield, Inc.
Denver, Colorado
support@botshield.ai