Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and [ShiftGraph operating entity, to be finalized at incorporation] (“ShiftGraph,” “we,” “us”), governing your access to and use of the ShiftGraph website, applications, APIs, command-line tools, and hosted platform (together, the “Service”). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it, and “you” means that organization.

The Service is offered for business and professional use. It is not directed to consumers, and you must be at least 18 years old and able to form a binding contract to use it.

1. The Service

ShiftGraph is a monitoring and intelligence product. It profiles how the third-party APIs, SDKs, and tools your software depends on behave, detects sustained change in their structural contract, and reports it with evidence. ShiftGraph reports what it observes using conservative language (observed, associated, never caused), and the absence of a detected change is not a guarantee that a dependency is unchanged, correct, available, or safe to use. You remain solely responsible for your own systems, deployments, and engineering decisions. ShiftGraph is not a substitute for your own testing, monitoring, or diligence, and it is not an uptime, status, security, or first-party API-testing service.

2. Accounts and security

You are responsible for your account, your users, and all activity under them, and for keeping credentials and API keys confidential. ShiftGraph requires a second authentication factor for every account. Notify us promptly at security@shiftgraph.dev of any suspected unauthorized access. You are responsible for your users’ compliance with these Terms.

3. Plans, trials, fees, and renewal

Paid plans, their limits, and prices are described on our pricing page and in your order. The value metric is the number of monitored third-party dependencies; discovery is never billed, and every plan includes unlimited seats. Trials, where offered, are time-limited and convert to a paid plan only if you choose one; at trial end the workspace becomes read-only, your data is retained, and nothing is charged without your action.

Billing and auto-renewal

Fees are billed in advance for the subscription term and are non-refundable except as expressly stated. Payment is processed by our payment processor; ShiftGraph never receives or stores your full card details. Subscriptions renew automatically for successive terms of the same length at the then-current price, unless you cancel before the renewal date. You may cancel at any time from the billing settings in the Service, effective at the end of the then- current term (or immediately, at your election, without a pro-rata refund). We will send a renewal reminder where required by applicable law. You are responsible for taxes, excluding taxes on our net income.

4. Your data and the value-free model

ShiftGraph is engineered to process only value-free structural metadata about your dependencies: types, keys, nullability, response-shape signatures, and behavioral statistics. Values, request and response bodies, headers, cookies, and secret-like fields are stripped in your own environment by our client software and rejected at our ingest edge. You retain all rights in your data. You grant ShiftGraph a worldwide, non-exclusive license to process the structural metadata you submit solely to provide, secure, and improve the Service, including contributing anonymized, aggregated structural signals to the cross-company early- warning network as described in our Privacy Policy (which you may disable). To the extent you transmit any personal data despite the value-free design, our Data Processing Addendum governs it and is incorporated into these Terms.

5. Acceptable use and your authorization to observe traffic

Your use of the Service is subject to our Acceptable Use Policy, incorporated here. In addition, because the Service observes the third-party traffic of your own software, you represent, warrant, and covenant that:

• you have all rights and authorizations necessary to observe, capture, and analyze the API and SDK traffic you direct the Service to observe, and you are a party to, or have the consent of a party to, that traffic;
• you will not use the Service to intercept, access, capture, or exfiltrate communications or data you are not authorized to access, or to which you are not a party, under any applicable law (including electronic-communications, wiretapping, and computer-fraud laws); and
• you will comply with the terms of service and API terms of the third-party providers whose interfaces you observe through the Service.

You are solely responsible for ensuring the lawfulness of the traffic you observe, and you will indemnify ShiftGraph for claims arising from a breach of this Section (see Section 10).

6. Intellectual property; open-source components

ShiftGraph and its licensors own the Service, the software, the models, the cross-company corpus, and all related intellectual property. We grant you a limited, non-exclusive, non- transferable, revocable right to use the hosted Service during your subscription, subject to these Terms. Our open-source recorder, SDK, and command-line tools are licensed separately under their published open-source licenses, which govern your use of those components. You may provide feedback, and you grant us a perpetual, royalty-free license to use it. You may not resell the Service or the intelligence, or attempt to re-identify anonymized observations.

7. Confidentiality

Each party may access the other’s non-public information. Each party will protect the other’s confidential information with reasonable care, use it only to perform under these Terms, and disclose it only to those who need it and are bound by confidentiality. This does not apply to information that is public, independently developed, or rightfully received from another source, or as required by law (with notice where lawful).

8. Warranties and disclaimer

Each party represents that it has the authority to enter these Terms. You are responsible for your compliance with laws applicable to your use of the Service.

Except as expressly stated in these Terms, the Service and all related software, tools, data, and intelligence are provided “as is” and “as available,” and ShiftGraph disclaims all warranties, whether express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty of accuracy, completeness, uninterrupted or error-free operation, or that the Service will detect every change, prevent any harm, or meet your requirements. Some jurisdictions do not allow certain exclusions; to that extent, this disclaimer applies to the maximum extent permitted by law.

9. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to these Terms or the Service, even if advised of the possibility. Except for the excluded claims below, each party’s total aggregate liability arising out of or relating to these Terms or the Service will not exceed the fees you paid to ShiftGraph for the Service in the twelve (12) months before the event giving rise to the liability.

These limitations and exclusions apply regardless of the theory of liability and shall remain in full force and effect, and are independent of and shall survive, even if any limited or exclusive remedy in these Terms is found to fail of its essential purpose.

Excluded claims. The cap and the exclusion of consequential damages do not apply to: (a) your payment obligations; (b) either party’s indemnification obligations under Section 10; (c) your breach of Section 5 (acceptable use and authorization) or Section 6 (intellectual property); (d) either party’s breach of its confidentiality obligations; or (e) a party’s fraud, willful misconduct, or gross negligence. Nothing in these Terms limits liability that cannot be limited by law.

10. Indemnification

By ShiftGraph. We will defend you against any third-party claim alleging that the hosted Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual-property rights, and we will indemnify you for amounts finally awarded or agreed in settlement. If the Service is or may be enjoined, we may, at our option, procure the right to continue using it, modify or replace it to be non-infringing, or terminate the affected Service and refund pre-paid, unused fees. This does not apply to claims arising from your data, your combinations with non-ShiftGraph products, your modifications, use contrary to the documentation, or continued use after we provide a non-infringing update. This Section states our entire liability, and your exclusive remedy, for intellectual-property infringement.

By you. You will defend and indemnify ShiftGraph against any third-party claim arising from your data, your use of the Service in breach of these Terms or the Acceptable Use Policy, your breach of Section 5 (including any claim that your observation of traffic was unauthorized or unlawful), or your violation of law.

Procedure. The indemnified party will promptly notify the indemnifying party of the claim (a delay excuses the indemnifier only to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement, and reasonably cooperate at the indemnifying party’s expense. The indemnifying party will not settle a claim in a way that imposes a non-monetary obligation on, or admits fault of, the indemnified party without its prior written consent, not to be unreasonably withheld.

11. Term, suspension, and termination

These Terms apply while you use the Service. We may suspend access immediately to address a material security risk, a violation of the Acceptable Use Policy, or a legal requirement, and will restore access once the cause is resolved where feasible. Either party may terminate for the other’s material breach not cured within 30 days of notice; you may terminate for convenience per Section 3. On termination, your right to use the Service ends; we retain your data in read-only form for 30 days so you can export it, then delete it in the ordinary course subject to our Privacy Policy and any legal retention obligation. Sections that by their nature should survive (including 4, 6, 7, 8, 9, 10, 12, and 13) survive termination.

12. Changes to these Terms

We may update these Terms. For material changes, we will give reasonable advance notice, by email or in the Service, before they take effect, and, where the change is material, we will ask you to accept the updated Terms; continued use after the effective date, following notice, constitutes acceptance. The version and effective date are shown at the top of this page, and we keep prior versions on request. We will not apply a materially adverse change retroactively.

13. Governing law, venue, and dispute resolution

These Terms are governed by the laws of the Commonwealth of Virginia, United States (excluding its conflict-of-laws rules). The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the Commonwealth of Virginia, and waive any objection to that venue. Before filing, the parties will attempt in good faith to resolve any dispute through their designated contacts for 30 days. Either party may seek injunctive or equitable relief for actual or threatened infringement or misuse of its intellectual property or confidential information in any court of competent jurisdiction.

To the maximum extent permitted by law, each party waives any right to a jury trial, and each party waives any right to bring or participate in a class, collective, or representative action; disputes must be brought in an individual capacity.

14. General

You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control (force majeure). If any provision is unenforceable, the rest remains in effect and the provision is limited to the minimum extent necessary. These Terms, together with the incorporated policies and your order, are the entire agreement and supersede prior understandings on this subject. Our failure to enforce a provision is not a waiver. Notices to ShiftGraph go to legal@shiftgraph.dev; notices to you go to your account contact. You will comply with applicable export-control and sanctions laws and will not use the Service where prohibited. If you are a U.S. government user, the Service is “commercial computer software” provided with only the rights in these Terms.