ShadowLatch Terms of Service

These Terms of Service (the "Terms") are a binding agreement between you and 27 TOOLS LLC, an Indiana limited liability company doing business as ShadowLatch ("ShadowLatch", "we", "us"). They cover the ShadowLatch website (shadowlatch.com), the Manage console, the ShadowLatch cloud service, and the ShadowLatch agents, installers, tray apps and mobile apps (together, the "Service").

Please read section 17. It explains how disputes between you and ShadowLatch are resolved.

1. Accepting these Terms

You accept these Terms when you check the box agreeing to them, when you create or join an account, or when you install, enroll or use the Service. If you accept on behalf of a company, school, nonprofit or other organization, you confirm that you have authority to bind it, and "you" means that organization. If you do not agree, do not use the Service.

When the Service is installed on a device by an administrator, including silent or remote installation through deployment tools, the administrator's organization accepts these Terms for that installation.

2. Who can use ShadowLatch

You must be at least 18 years old and able to form a binding contract to create an account. Accounts may be held by businesses, schools, nonprofits and other organizations, by managed service providers ("Partners") acting for their clients, and by individuals managing their own devices or their household's devices.

You may install ShadowLatch only on devices you own or are authorized to manage. If anyone else uses a managed device (an employee, student, family member or guest), you are responsible for giving any notice and obtaining any consent the law requires, including for monitoring of minors.

3. Your account

You are responsible for your account, the people you invite to it, and everything done with it. Keep sign-in details, passkeys, authenticator codes, pairing codes, deployment keys, removal codes and recovery kits secure and confidential. Tell us promptly at support@shadowlatch.com if you believe your account has been compromised.

The account owner controls the account and can add, remove and change the permissions of other users. Invited users act on the account's behalf and must follow these Terms.

4. The Service

ShadowLatch shows which programs on your devices use the network, and lets you allow or block that activity by program, destination, category and policy. We may change, add or remove features over time. When a change materially reduces what a paid plan includes, we will tell the account owner in advance.

Features labeled beta, early, preview or similar are offered as they are, may change or stop, and may be less reliable than the rest of the Service.

ShadowLatch is a network visibility and control tool. It is not antivirus, endpoint detection and response, a firewall replacement, or a guarantee that any threat, data loss or misuse will be detected or prevented. Blocking can interrupt legitimate traffic and programs. Test policies on a small group of devices before applying them widely, and keep a way to reach your devices.

5. Software license

Subject to these Terms and your payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during your subscription, to install and use the ShadowLatch agents, installers and apps (the "Software") on devices you are authorized to manage, up to the number of devices or seats your plan allows, solely to use the Service for your own (or, for Partners, your clients') internal purposes.

The Software is licensed, not sold. We and our licensors keep all rights not expressly granted.

Restrictions. Except as these Terms allow or applicable law permits despite this limitation, you may not, and may not help anyone else to:

• copy, modify, translate or create derivative works of the Service or Software;
• reverse engineer, decompile or disassemble the Software, or try to derive its source code, protocols, data structures or algorithms;
• sell, rent, lease, lend, sublicense, resell or redistribute the Service or Software, or offer it to others as a service, except as a Partner under section 10;
• remove, alter or hide any copyright, trademark or other proprietary notice;
• bypass, disable or interfere with licensing, seat limits, removal protection, signed settings, security features or usage limits;
• use the Service or Software, or any information about how it works, to build or help build a competing product or service; or
• access the Service through any means other than the interfaces we provide.

Updates. The Software may update itself automatically. Automatic updates are on by default and can be turned off per device; devices with automatic updates off may stop working with the Service if they fall too far behind. Updates are covered by these Terms.

Removal protection. If removal protection is on, removing the Software from a device needs that device's removal code or an uninstall you approve in Manage. You are responsible for keeping these codes. We cannot remove the Software from your devices for you.

Open-source components. The Software includes open-source components licensed under their own terms, listed at shadowlatch.com/open-source. Nothing in these Terms limits rights those licenses give you.

6. Acceptable use

You may not use the Service to:

• monitor, track or control any device or person without lawful authority, or for stalking, harassment, unlawful surveillance or discrimination;
• break any law, or infringe or misappropriate anyone's rights;
• access, probe or test another customer's account, data or devices, or the Service's security, except through coordinated security research we have agreed to in writing;
• send malware, overload, disrupt or attack the Service or its infrastructure;
• share pairing codes, deployment keys, enrollment material or account access with anyone who is not authorized; or
• misrepresent what the Service does, including claiming it guarantees prevention or compliance.

You may report security issues to support@shadowlatch.com. Please do not include passwords, keys or other customers' data in reports.

7. Your data

Ownership. You keep all rights to the data your devices and users send to the Service and the information you enter ("Your Data"). You give us permission to host, process, transmit and display Your Data only as needed to provide, secure, support and improve the Service, to follow your instructions, and as the law requires. We do not sell Your Data.

Privacy. Our Privacy Policy (shadowlatch.com/privacy) explains how we handle information, including retention and the providers we use. It is part of these Terms.

Protected data and your keys. Names of programs, sites, users and devices can be encrypted on your devices so that only your administrators can read them. We do not hold the keys needed to read protected data. If you lose every key, passkey and recovery kit for your account, protected data cannot be recovered by anyone, including us. Keep your recovery kit somewhere safe.

Diagnostics. Diagnostic bundles are sent only when someone chooses to send one, or when an administrator turns on automatic sending (off by default), as described in the Privacy Policy.

Your responsibilities. You are responsible for Your Data, for having the rights and consents needed to collect and send it to us, and for the policies you apply to your devices.

8. Fees, billing and cancellation

Plans and prices. Paid plans, seat types and prices are shown on shadowlatch.com/pricing or in your order. Prices do not include taxes; you pay any applicable taxes. Closed-beta access may be free or discounted for a period we tell you about.

Billing and renewal. Paid subscriptions are billed in advance through our payment provider and renew automatically for the same period until canceled. We will tell you before a price increase takes effect for your next period.

Cancellation. You can cancel anytime in your account or by emailing support@shadowlatch.com. Cancellation takes effect at the end of the current paid period, and the Service stays available until then. Payments are non-refundable, and we do not give refunds or credits for partial periods or unused seats, except where the law requires.

Late payment. If a payment fails, we may limit or suspend the Service after telling you and giving you a reasonable chance to pay.

9. Support

We provide support by email at support@shadowlatch.com and through the help articles in Manage. We do not promise particular response times or uptime unless a separate written agreement says so.

10. Partners (managed service providers)

A Partner may use the Service to manage accounts for its clients. The Partner is responsible for having its clients' authority, for its clients' compliance with these Terms, and for the fees for those accounts unless agreed otherwise. A client account linked to a Partner gives that Partner access as described in Manage; the client's account owner can end the link. Partners may not misrepresent their relationship with ShadowLatch.

11. Third-party services

The Service relies on third-party providers (for example, hosting, payments, email and IP location data) listed in the Privacy Policy. Your use of third-party products you connect to ShadowLatch is governed by their terms. We are not responsible for third-party products.

12. Ownership, trademarks and feedback

The Service and Software, including their code, design, documentation, lists and content, are owned by 27 TOOLS LLC and its licensors and are protected by copyright, trade secret, trademark and other laws. "ShadowLatch" and the ShadowLatch logo are trademarks of 27 TOOLS LLC; you may not use them without our permission, except to refer to the Service accurately.

If you send us ideas, suggestions or feedback, we may use them without obligation to you.

13. Suspension and termination

You may stop using the Service and close your account anytime.

We may suspend or end your access, with notice where reasonable, if you materially break these Terms (including section 5 or 6), do not pay, create a security or legal risk to the Service or others, or if the law requires it. If we end the Service for everyone, we will give reasonable notice.

After your account ends, we delete or de-identify Your Data as described in the Privacy Policy. Before your account ends, you can export your policies and activity from Manage. Sections that by their nature should continue (including 5's restrictions, 7, 8's payment terms, 12, 14, 15, 16, 17 and 18) survive.

14. Disclaimers

TO THE FULLEST EXTENT THE LAW ALLOWS, THE SERVICE AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT IT WILL DETECT OR BLOCK ANY PARTICULAR ACTIVITY, OR THAT POLICIES WILL NOT BLOCK LEGITIMATE TRAFFIC.

Some places do not allow certain warranty exclusions, so some of these may not apply to you.

15. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS:

• NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF TOLD THEY WERE POSSIBLE; AND
• OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100.

These limits do not apply to your payment obligations, to your breach of section 5 or 6, or to liability that cannot be limited by law.

16. Indemnity

If you use the Service for an organization, that organization will defend and indemnify ShadowLatch against third-party claims, and related losses and reasonable costs, arising from Your Data, your use of the Service in breach of these Terms or the law, or your monitoring of devices or people.

17. Resolving disputes

Talk to us first. Most concerns can be resolved quickly. Before starting a formal dispute, email support@shadowlatch.com with a description of the issue, and give us 60 days to resolve it.

Binding individual arbitration. Any dispute between you and ShadowLatch relating to the Service or these Terms will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its applicable rules (its Consumer Arbitration Rules for individuals), by a single arbitrator, rather than in court. The arbitration may be held by video or in the county where you live. For individuals, we pay the AAA filing, administration and arbitrator fees beyond what you would pay to file in court, unless the arbitrator finds your claim frivolous. The Federal Arbitration Act governs this section.

No class actions. You and we may bring claims only individually, not as a plaintiff or class member in any class, collective or representative proceeding, and the arbitrator may not combine claims of different people without everyone's consent.

Exceptions. Either party may bring an individual claim in small claims court. Either party may go to court to stop infringement or misuse of its intellectual property, or unauthorized access to the Service, including for an injunction.

Opting out. You can opt out of this arbitration section by emailing support@shadowlatch.com within 30 days after you first accept these Terms, with your name, account email and a statement that you opt out. Opting out does not affect the rest of these Terms.

If the class-action waiver is found unenforceable for a claim, that claim proceeds in court under section 18, not in arbitration.

18. Governing law and courts

These Terms are governed by the laws of the State of Indiana and the United States, without regard to conflict-of-law rules. Where a dispute is heard in court, it will be heard only in the state or federal courts located in Knox County, Indiana, and you and we consent to their jurisdiction. This does not limit consumer protections that the law of the place where you live gives you and that cannot be waived.

19. Changes to these Terms

We may update these Terms. For material changes, we will tell account owners by email or in Manage before the change takes effect, and you will be asked to accept the new version when you next sign in. If you do not accept, you may close your account; the earlier version keeps applying until the end of your current paid period. Each version is dated, and earlier versions are available on request.

20. General

These Terms, the Privacy Policy and any order or written agreement with us are the entire agreement about the Service. If any part is unenforceable, the rest stays in effect. Our not enforcing a right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. Export laws apply to the Software; you may not use it where U.S. law prohibits.

Notices to you go to your account owner's email address or appear in Manage. Notices to us go to support@shadowlatch.com.

21. Contact

27 TOOLS LLC, doing business as ShadowLatch 129 South Main Street, Bicknell, Indiana 47512 support@shadowlatch.com