Terms of Service

“Service” means the MoniShield monitoring platform, website, agents, APIs, and documentation. “Agent” means the MoniShield collector software installed on Customer systems. “Customer Data” means the telemetry, configuration, and content Customer submits to the Service. “Order” means an online checkout, order form, or written agreement referencing these Terms.

Subject to these Terms and payment of applicable fees, MoniShield grants Customer a limited, non-exclusive, non-transferable right to access and use the Service for Customer's internal business purposes during the subscription term. Features available depend on the plan selected. We may improve or modify the Service from time to time, provided we do not materially reduce core functionality of a paid plan during a paid term.

To use the paid Service, Customer must create an account and provide accurate, current information. Customer is responsible for safeguarding account credentials, for configuring access controls, and for all activity under its account. Customer must notify us promptly of any unauthorized access or use.

Paid plans are offered on a monthly or annual subscription basis as set out in the applicable Order. Unless the Order states otherwise, subscriptions renew automatically for successive periods of the same length until cancelled. Customer may cancel renewal at any time before the end of the current period; cancellation takes effect at the end of that period.

Customer agrees to pay the fees stated in the applicable Order. Fees are billed in advance, are non-refundable except where required by law, and are due per the Order. We may change pricing for future terms with prior notice; changes apply on renewal. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend the Service for non-payment after reasonable notice.

Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, and similar taxes associated with its purchase, excluding taxes based on MoniShield's net income.

MoniShield will use commercially reasonable efforts to make the Service available and to provide support consistent with the plan Customer selects, including any service-level or support commitments stated in the applicable Order or plan. Scheduled maintenance and events outside our reasonable control are excluded from availability measurement.

Use of the Agent is governed by the MoniShield End-User License Agreement. The Service and Agent may include open-source or third-party components licensed under their own terms; those terms govern those components and, to the extent of any conflict, take precedence over these Terms for that component only.

Customer will not, and will not permit others to: interfere with or disrupt the integrity or performance of the Service; attempt unauthorized access; upload malicious code; reverse engineer or copy the Service except as permitted by law; resell or provide the Service to third parties except as expressly allowed; or use the Service to build a competing product. We may suspend use that poses a security, legal, or operational risk.

As between the parties, Customer owns and retains all rights in Customer Data. Customer grants MoniShield a limited, worldwide, royalty-free license to host, process, and transmit Customer Data solely to provide, secure, and support the Service. We may also generate aggregated and de-identified statistics that do not identify Customer or any individual, and use them to operate and improve the Service. We do not use Customer Data to train models for other customers or for advertising.

The Service, Agent, website, and all related software, content, and trademarks are owned by MoniShield or its licensors. These Terms grant Customer only the limited rights expressly stated and transfer no ownership. If Customer provides feedback or suggestions, MoniShield may use them without restriction or obligation.

Each party may access confidential information of the other. Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel or advisors who need it and are bound by confidentiality. A party may disclose confidential information if required by law, giving prior notice where legally permitted. These obligations survive termination.

MoniShield will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, the Service, Agent, and support are provided “as is” and “as available” without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will detect every issue.

Customer will defend and indemnify MoniShield against third-party claims arising from Customer Data or Customer's use of the Service in breach of these Terms or law. For paid plans, MoniShield will defend Customer against third-party claims that the Service, as provided by us, infringes their intellectual property, and will pay resulting costs finally awarded, excluding claims arising from Customer Data, combinations, or modifications not provided by us.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, or lost profits, revenue, or data. Except for a party's confidentiality breach, indemnification obligations, or Customer's payment obligations, each party's total liability arising out of or related to these Terms will not exceed the amounts Customer paid to MoniShield in the twelve months before the event giving rise to the claim.

These Terms apply while Customer uses the Service. Either party may terminate for the other's material breach not cured within 30 days of written notice. We may suspend or terminate immediately for non-payment, violation of Section 9, or where required by law. On termination, Customer's right to use the Service ends, Customer remains responsible for fees accrued through the termination date, and, on request, we will delete Customer Data from active systems (routine backups expire on their normal cycle). Provisions that by their nature should survive will survive.

Customer will comply with all applicable export control and sanctions laws and will not use or provide access to the Service in violation of them, including to embargoed or sanctioned territories or parties.

The Service and Agent are “commercial” items provided with only the rights granted to all other customers under these Terms. Use by U.S. Government entities is subject to these Terms to the extent permitted by applicable law.

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law rules, and the parties submit to the exclusive jurisdiction of the courts located there, except where mandatory law provides otherwise. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). Notices may be given by email to the address on file or, to MoniShield, at legal@monishield.com. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect. Failure to enforce a right is not a waiver. We may update these Terms from time to time; material changes will be posted here with a revised date and, where required, notice, and continued use constitutes acceptance. These Terms, together with any Order and the referenced policies, are the entire agreement on this subject.

Questions about these Terms can be sent to legal@monishield.com. MoniShield LLC is located at 5830 E 2nd St, Ste 7000 #36150, Casper, Wyoming 82609, USA.