1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and SharpShield ("Company," "we," "us," or "our") governing your access to and use of the SharpShield platform, including our website, applications, APIs, and related services (collectively, the "Services").
By accessing or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
2. Definitions
"Authorized Users" means employees or contractors of Customer who are authorized to access the Services under Customer's account. "Customer Data" means all data, including End User Data, that Customer uploads, submits, or transmits to the Services. "End User" means Customer's customers whose data is processed through the Services. "End User Data" means data relating to End Users that Customer submits for analysis. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights. "Services" means the SharpShield platform, APIs, documentation, and related services. "Subscription Term" means the period during which Customer has paid access to the Services.3. Services Description
3.1 Platform Access
Subject to these Terms and payment of applicable fees, SharpShield grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term for Customer's internal business purposes.
3.2 Service Features
The Services include:
- Risk assessment and scoring engine
- Sharp bettor detection algorithms
- Real-time monitoring dashboard
- API access for integration
- Analytics and reporting
- Alert and notification system
3.3 Service Levels
Service availability and support levels are defined in our Service Level Agreement (SLA), which is incorporated by reference. Current SLA commitments:
| Plan | Uptime SLA | Support Response |
|---|---|---|
| Growth | 99.5% | 24 hours |
| Professional | 99.9% | 4 hours |
| Enterprise | 99.99% | 1 hour |
4. Customer Obligations
4.1 Account Responsibility
Customer is responsible for:
- Maintaining the confidentiality of account credentials
- All activities that occur under Customer's account
- Ensuring Authorized Users comply with these Terms
- Promptly notifying us of any unauthorized access
4.2 Acceptable Use
Customer agrees not to:
- Use the Services for any unlawful purpose
- Violate any applicable laws or regulations
- Infringe upon any third-party rights
- Attempt to gain unauthorized access to our systems
- Interfere with or disrupt the Services
- Reverse engineer, decompile, or disassemble the Services
- Use the Services to develop a competing product
- Resell or sublicense the Services without authorization
- Submit malicious code or data
- Exceed API rate limits or abuse system resources
4.3 Compliance with Laws
Customer represents and warrants that:
- Customer holds all necessary licenses for its gambling operations
- Customer's use of the Services complies with applicable gambling regulations
- Customer has obtained necessary consents for End User data processing
- Customer will comply with all applicable data protection laws
4.4 Data Accuracy
Customer is responsible for the accuracy and legality of Customer Data submitted to the Services. Customer shall not submit data that:
- Is false, misleading, or fraudulent
- Violates any third-party privacy rights
- Contains sensitive personal data not required for the Services
- Infringes any Intellectual Property Rights
5. Data Processing
5.1 Data Ownership
Customer retains all rights to Customer Data. Customer grants SharpShield a limited license to process Customer Data solely to provide the Services.
5.2 Data Processing Agreement
The Data Processing Agreement (DPA), incorporated by reference, governs our processing of personal data on Customer's behalf. The DPA includes Standard Contractual Clauses for international data transfers.
5.3 Aggregated Data
We may create aggregated, anonymized data from Customer Data for product improvement and benchmarking. Such data will not identify Customer or any End User.
5.4 Data Retention and Deletion
Upon termination or Customer request:
- Customer Data will be deleted within 30 days
- Customer may export data prior to deletion
- Aggregated data may be retained indefinitely
6. Fees and Payment
6.1 Subscription Fees
Customer agrees to pay the fees specified in the applicable Order Form or pricing plan. Fees are based on monthly betting handle volume.
| Plan | Monthly Fee | Monthly Handle |
|---|---|---|
| Growth | €2,499 | Up to €10M monthly handle |
| Enterprise | €7,999 | Up to €100M monthly handle |
| Titan | Custom | €100M+ monthly handle |
6.2 Payment Terms
- Fees are invoiced monthly or annually in advance
- Payment is due within 30 days of invoice date
- All fees are exclusive of taxes
- Fees are non-refundable except as expressly stated
6.3 Late Payment
Late payments will incur:
- Interest at 1.5% per month (or maximum legal rate)
- Suspension of Services after 15 days overdue
- Recovery of collection costs
6.4 Price Changes
We may modify pricing with 60 days' written notice. Changes take effect at the next renewal period. Customer may terminate if they do not accept the new pricing.
7. Intellectual Property
7.1 SharpShield IP
SharpShield retains all Intellectual Property Rights in the Services, including:
- Software and algorithms
- Machine learning models
- User interfaces and designs
- Documentation and materials
- Trademarks and branding
7.2 Customer IP
Customer retains all Intellectual Property Rights in Customer Data.
7.3 Feedback
If Customer provides suggestions, ideas, or feedback, SharpShield may use such feedback without restriction or compensation.
7.4 Restrictions
Customer shall not:
- Copy, modify, or create derivative works of the Services
- Remove or alter any proprietary notices
- Use SharpShield trademarks without permission
8. Confidentiality
8.1 Definition
"Confidential Information" means non-public information disclosed by either party, including business plans, technical data, pricing, and Customer Data.
8.2 Obligations
The receiving party agrees to:
- Protect Confidential Information with reasonable care
- Use Confidential Information only for purposes of this agreement
- Not disclose Confidential Information to third parties without consent
- Return or destroy Confidential Information upon request
8.3 Exceptions
Confidentiality obligations do not apply to information that:
- Is or becomes publicly available without breach
- Was known to the receiving party before disclosure
- Is independently developed without use of Confidential Information
- Is required to be disclosed by law
9. Warranties and Disclaimers
9.1 SharpShield Warranties
SharpShield warrants that:
- The Services will perform materially as described in the documentation
- We will provide the Services with reasonable skill and care
- We have the right to grant the licenses in these Terms
- The Services will comply with applicable laws
9.2 Customer Warranties
Customer warrants that:
- Customer has authority to enter into these Terms
- Customer's use of the Services will comply with applicable laws
- Customer has necessary rights to submit Customer Data
- Customer Data does not infringe third-party rights
9.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SHARPSHIELD DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT:
- THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE
- ALL ERRORS WILL BE CORRECTED
- THE SERVICES WILL MEET ALL CUSTOMER REQUIREMENTS
- RISK ASSESSMENTS WILL BE 100% ACCURATE
10. Limitation of Liability
10.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING:
- LOSS OF PROFITS OR REVENUE
- LOSS OF DATA OR USE
- BUSINESS INTERRUPTION
- COST OF SUBSTITUTE SERVICES
10.2 Liability Cap
SHARPSHIELD'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3 Exceptions
The limitations in this section do not apply to:
- Breach of confidentiality obligations
- Infringement of Intellectual Property Rights
- Willful misconduct or gross negligence
- Customer's payment obligations
11. Indemnification
11.1 SharpShield Indemnification
SharpShield will defend, indemnify, and hold harmless Customer from claims alleging that the Services infringe any third-party Intellectual Property Rights, provided that:
- Customer promptly notifies us of the claim
- We have sole control of the defense
- Customer provides reasonable cooperation
11.2 Customer Indemnification
Customer will defend, indemnify, and hold harmless SharpShield from claims arising from:
- Customer's breach of these Terms
- Customer's violation of applicable laws
- Customer Data infringing third-party rights
- Customer's gambling operations
12. Term and Termination
12.1 Term
These Terms commence on the date Customer first accesses the Services and continue until terminated.
12.2 Subscription Term
Each Subscription Term is specified in the applicable Order Form. Subscriptions automatically renew for successive periods unless either party provides 30 days' written notice of non-renewal.
12.3 Termination for Convenience
Either party may terminate with 30 days' written notice at the end of any Subscription Term.
12.4 Termination for Cause
Either party may terminate immediately if:
- The other party materially breaches these Terms and fails to cure within 30 days of notice
- The other party becomes insolvent or files for bankruptcy
12.5 Effect of Termination
Upon termination:
- Customer's access to the Services will cease
- Customer must pay all outstanding fees
- Each party will return Confidential Information
- Customer Data will be deleted within 30 days
- Provisions that should survive will survive (Sections 7, 8, 9, 10, 11)
13. General Provisions
13.1 Governing Law
These Terms are governed by the laws of Estonia, without regard to conflict of law principles.
13.2 Dispute Resolution
Any disputes shall be resolved by binding arbitration under the rules of the Estonian Chamber of Commerce. The arbitration shall be conducted in English in Tallinn, Estonia. Each party may seek injunctive relief in any court of competent jurisdiction.
13.3 Force Majeure
Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, war, terrorism, strikes, government actions, or internet failures.
13.4 Assignment
Customer may not assign these Terms without our written consent. We may assign these Terms in connection with a merger or acquisition.
13.5 Notices
Notices must be in writing and sent to:
- SharpShield: legal@sharpshield.io
- Customer: The email address on file
13.6 Modifications
We may modify these Terms with 30 days' notice. Continued use after modifications constitutes acceptance. Material changes require affirmative consent.
13.7 Severability
If any provision is found unenforceable, the remaining provisions will continue in effect.
13.8 Entire Agreement
These Terms, together with the DPA, SLA, and Order Forms, constitute the entire agreement between the parties.
13.9 Waiver
Failure to enforce any provision does not constitute a waiver of that provision.
14. Contact Information
SharpShield
- Legal: legal@sharpshield.io
- Support: support@sharpshield.io
- Sales: sales@sharpshield.io
- Website: sharpshield.io
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