Terms of Use — Professionals

1. Purpose and acceptance

These terms (the “Terms”) are entered into between Shadow, a simplified joint-stock company (société par actions simplifiée) located at 42 Avenue de la Porte de Clichy, 75017 Paris, registered with the Paris Trade and Companies Register under number 891 586 299 (hereinafter “Shadow”) and the client (hereinafter “Client ”) who subscribes to the Open Models managed inference API (“Open Models”) and the services associated with it, together referred to as the “Services”. The Terms constitute a contract between Shadow and the Client (together, the “Parties”). Acceptance of these Terms, as well as of the Privacy Policy and the Cookie Policy, is a condition of access to the Services and applies from the date of subscription.

2. Definitions

For the understanding and interpretation of the terms contained in these Terms, whether used in the singular or the plural, the Parties agree to refer to the following definitions:

“Intellectual Property Assets” means the works of the mind protected by the provisions of French and international intellectual property law, including the Site, the Software, the APIs, and the Service interfaces.

“Administrator” means the user or users authorized to manage an organizational account, invite Authorized Users, define their access rights, and configure the account settings.

“Third-Party Applications” means third-party software, applications, websites, and services integrated into the Services or accessible through them.

“API Key” means the authentication credentials issued to the Client to access the Services programmatically.

“End Customer” means any third party, distinct from the Client and its Authorized Users, that accesses the Services or their outputs through the products or services developed by the Client by integrating the Services.

“Client Account” means the Client's account, accessible by means of a login and a password.

“Client Content” means all data, files, code, models, model weights, Inputs, and Outputs transmitted by the Client to or through the Services, or stored by means of them.

“Credits” means the prepaid units, denominated in Credits, added to the Client's Wallet and deducted as the Services are consumed.

“Input” means any content provided by the Client to the Services for processing (prompts, files, API requests, function code, model weights).

“Force Majeure” means any unforeseeable and irresistible event resulting from circumstances beyond the Parties' control that makes the normal performance of these Terms impossible, including war, riot, terrorism, natural disasters, a pandemic, the blocking of transport or telecommunications networks, labor disputes, power or telecommunications failures, cyberattacks, malicious acts, as well as legislative or regulatory provisions restricting the subject matter of these Terms and the cases customarily recognized by case law.

“Software” means all software, client libraries, SDKs, and tools made available to the Client by Shadow in connection with the Services.

“Third-Party Model” means any machine learning model made available through the Services, developed or owned by a third party and subject to its own license.

“Privacy Policy” means Shadow's policy describing the collection, use, retention, and disclosure of the personal data that Shadow processes as a data controller, available on the Site and incorporated by reference into these Terms.

“Wallet” means the single prepaid electronic wallet associated with the Client Account, expressed in Credits.

“AI Act” means Regulation (EU) 2024/1689 laying down harmonized rules on artificial intelligence.

“Feedback” means the suggestions, ideas, or feedback provided by the Client to Shadow regarding the Services.

“GDPR” means Regulation (EU) 2016/679 on the protection of personal data.

“Site” means the website dedicated to the Services, on which these Terms and the Privacy Policy are made available, among other things.

“Output” means any content generated or returned by the Services in response to an Input.

“Dashboard” means the online management interface made available to the Client by Shadow, allowing, among other things, access to and configuration of the Services, management of the Client Account and API Keys, funding and tracking of the Wallet and Credits, review of consumption and invoices, and configuration of account options.

“Authorized Users” means the members of the Client's organization invited by the Administrator to use the Services within the limits it defines.

3. Capacity

Where the Client is a legal entity, the natural person who accepts the Terms represents that they have the authority to bind that legal entity. In the case of a Client or Users who are natural persons, access to the Services is reserved for persons who are at least eighteen (18) years old, or of the age of legal majority in the jurisdiction of the Client or the Authorized User.

4. Accounts, administrators, and Authorized Users

The Services allow the creation of individual accounts or organizational accounts. An organizational account is administered by one or more Administrators authorized to invite Authorized Users, define their access rights, and configure the account settings.

Authorized Users may use the Services only within the limits of the configuration defined by the Administrator. The Client and its Administrator are responsible for this configuration, for managing access rights and allocating API Keys, as well as for the acts and omissions of all Authorized Users attached to the account.

The Client undertakes to provide accurate and up-to-date information and to keep its credentials and API Keys confidential. Any use of the Services carried out by means of the Client's credentials or API Keys is deemed to be made under its responsibility. In the event of unauthorized access, the Client informs Shadow without delay at security@shadow.tech.

5. Description of the Services

Shadow makes available to the Client a serverless managed AI inference service accessible via an inference API and a graphical interface, the Dashboard, giving access to a catalog of Third-Party Models. This catalog may include varying degrees of openness, in particular open-weight models and proprietary closed-weight models accessible only via API and covering several modalities (text, vision/OCR, audio, embeddings, reranking, image and video generation). Each Third-Party Model is subject to its own license, the terms of which may vary.

Access to the Services assumes that the Client is connected to the internet, this connection being entirely at its own expense and responsibility. The quality of the Services depends in particular on the quality of this connection (stability, throughput, bandwidth, response time).

Shadow may, in order to ensure the operation of the Services, use the equipment and providers it deems appropriate and change them over time. Except where such a change would result in defective performance of the Services, the Client may not make any claim regarding these choices.

Model Catalog : The catalog of Third-Party Models is published on the Dashboard and accessible via a dedicated API endpoint. Shadow may add, update, deprecate, or remove a Third-Party Model at any time. Shadow provides, as far as possible, at least fourteen (14) days' notice before removing a Third-Party Model used by the Client.

5.1. Capacity modes for consumption of public endpoints

The Client may have access to public endpoints such as Text, Vision/OCR, Embeddings, and Reranking — per million tokens (input and output billed separately); Audio (ASR, TTS) — per minute of audio processed or generated; Image generation — per image generated; Video generation — per second of video generated.

5.2. Capacity modes for consumption of dedicated endpoints

The Client may deploy dedicated endpoints: private model instances responding exclusively to its API Keys, billed per GPU-card-minute (unlimited tokens), according to the available capacity modes (Spot, Reserved, Hybrid). A paused dedicated endpoint incurs no charge; its configuration is retained.

The Services may be provided according to different capacity modes, the availability and pricing of which are indicated on the Dashboard:

Spot (preemptible): lowest price, with instances that may be interrupted and automatically restarted, suited to interruption-tolerant workloads;
Reserved (guaranteed): non-interruptible capacity, highest price, suited to latency-sensitive production workloads;
Hybrid: a guaranteed base of reserved capacity, supplemented by additional Spot capacity, recommended for variable workloads.

Under the Spot capacity mode, it may be interrupted by Shadow at any time, in particular in the event of increased demand or capacity reallocation.

Where it is necessary to interrupt one or more of the Client's Spot instances, in particular due to an increase in resource demand from other clients or a need for Shadow to reclaim capacity, Shadow undertakes, as far as possible, to notify the Client fifteen (15) minutes before the effective interruption of the instances concerned.

The Client acknowledges that, despite this notice, Shadow cannot guarantee the continuity of the Spot Compute Services, which may be subject to interruptions inherent in their operating model. It is the Client's responsibility to design its workloads so as to be tolerant of these interruptions.

Web Search (beta) : Shadow may offer a web-search augmentation feature (currently in beta) that retrieves and injects real-time web data into model responses. This feature is provided “as is”, without any warranty as to the accuracy, completeness, or timeliness of the results. It is priced separately, billed separately from inference, and can be viewed in the “Tools” category of the Dashboard. The availability, pricing, and behavior of beta features may change without notice.

Rate and quota limits : Shadow may apply rate limits and usage quotas per Client Account, per API Key, or per Model in order to ensure fair access and platform stability. The applicable limits are published in the documentation and may be adjusted at any time. A Client wishing to have higher limits may contact Shadow with a view to a custom quota agreement.

6. Financial terms

6.1 Price of the Services

The price of the Services is indicated to the Client on the Dashboard and on the Site at the time of subscription. Prices are expressed in euros (EUR) or in any other currency indicated by Shadow at the subscription stage. For prices in EUR, a US dollar (USD) equivalent, where applicable together with an estimate of the applicable VAT, may be displayed for information purposes. Prices are exclusive of tax, the applicable taxes (in particular VAT) being additional and payable by the Client, with the exception of taxes based on Shadow's net income. Value-added tax is calculated and applied on each top-up of the Wallet.

Shadow may, where applicable, apply service fees, the amount of which will be communicated to the Client before any commitment.

Shadow determines the prices of the Services alone, which do not constitute subscriptions. A business client may, however, agree specific rates with Shadow by means of a specific purchase order, which then prevail over the published rates.

Given the usage-based billing model, the price applicable to each action is displayed to the Client at the time it initiates that action, by display on the Dashboard or by being made available via the API. Initiating the action and consuming the corresponding Credits constitute acceptance of the displayed price, which is the one in force at that time. Shadow may modify its rates at any time, any modification applying to actions initiated after it takes effect.

For Services performed on a continuous or persistent basis for which the Client is not able to accept the price for each action, Shadow informs the Client of any price increase with reasonable notice and, in any event, at least thirty (30) days before it takes effect. This information may in particular be brought to the Client's attention by a message on its first login following the adoption of the new rates. A Client that does not accept the new rates may stop using the Services concerned. In that case, Shadow may, at its choice, (i) maintain the previous rates for that Client, or (ii) stop providing the Services concerned at the end of the notice period.

6.2 Electronic wallet and prepaid consumption

Each Client Account is associated with a single prepaid electronic Wallet, denominated in Credits, the unit of account being the Credit. The billing model is fully prepaid: the Client first credits its Wallet, then consumes the Services by charging against the available balance. In the absence of a sufficient balance, consumption of the Services is blocked. Access to the Services is suspended until the Wallet is topped up.

The Client funds its Wallet by purchasing Credits via the Service Dashboard. Payment is processed at the time of purchase through Shadow's payment provider, which issues the corresponding invoices and makes them available to the Client via the Dashboard. Each purchase of Credits is subject to a minimum amount and a maximum amount per transaction, indicated on the Dashboard and subject to change. For information purposes, these amounts are between ten (10) and five hundred (500) EUR.

Consumption of the Services is deducted from the Wallet balance in near real time, at the rates in force at the time each request is processed, the remaining balance being calculated through a consumption-measurement provider. The Client acknowledges that a slight update delay may occur following an action, so that the displayed balance may not be updated to the exact second. This delay does not constitute a billing error.

The Client may, optionally and according to its needs, enable automatic top-up via the payment interface: when the balance falls below a threshold that the Client defines, Shadow automatically charges the registered payment method for the chosen top-up amount and credits the Wallet accordingly. An email is sent to the Client when each automatic top-up is triggered. The Client may disable this option at any time, with no effect on charges already initiated.

Purchased Credits are non-refundable, non-transferable, and cannot be exchanged for cash. Each addition of Credits to the Wallet constitutes a tranche of Credits (the “Tranche”) with its own expiration date indicated to the Client at the time of the addition. Consumption of the Services is charged first against the Credits eligible for the action concerned whose expiration date is the closest. For purchased Credits, this period is, unless otherwise indicated, 365 days from the date of the corresponding top-up. Promotional, complimentary, or specific Credits may have a shorter validity period, indicated to the Client at the time of their allocation. The Credits of a Tranche that have not been consumed by its expiration date are permanently lost and cease to be available in the Wallet. Certain Credits may be subject to particular conditions or usage restrictions, in particular a limitation to certain Services or Third-Party Models indicated to the Client at the time of purchase or allocation of the Credits concerned.

Where the duration of a Tranche is at least three (3) months, Shadow informs the Client by email at least thirty (30) days before its expiration. For Tranches with a shorter validity period, the expiration date communicated to the Client at the time of purchase or allocation of the Credits serves as this information.

The Wallet balance, the transaction history, and the top-up settings are accessible at any time via the Dashboard during the period of use and until the expiration or deletion of the Account.

6.3 Methods of settlement and payment

Settlement is made online, by payment card or any other method indicated on the Site. In accordance with Article L.132-2 of the French Monetary and Financial Code, the undertaking to pay given by means of a payment card is irrevocable. By providing its card information, the Client authorizes Shadow to charge it the amount corresponding to the Credits subscribed, and confirms that it is the holder of the card used or is duly authorized to use it.

It is the Client's responsibility to ensure that the registered payment method is valid, authorizes the required charges, and has sufficient funds. In the event of a rejected charge, Shadow informs the Client so that it can regularize its situation.

The Company may under no circumstances be held liable in the event that the Client makes payment of the sums due by means other than those officially accepted by Shadow, it being understood that the payment would then not be discharging and would have to be made again using one of the payment methods made available to the Client for this purpose.

6.4 Measurement of usage

Shadow's information systems constitute the reference source for measuring consumption of the Services (compute time, tokens processed, storage used, API calls made). Shadow makes the consumption data available to the Client via the Dashboard. If the Client considers that a measurement is inaccurate, it must inform Shadow within fifteen (15) days following the consumption concerned. Failing that, the measurement is deemed accepted. Shadow examines any dispute in good faith.

6.5 Late-payment penalty

In accordance with Article L.441-10 of the French Commercial Code, any sum due and unpaid on its due date gives rise, automatically and without a reminder, to late-payment penalties at a rate of three (3) times the legal interest rate in force in France, as well as to a fixed recovery indemnity of forty (40) EUR, without prejudice to any other justified recovery costs. For recovery, Shadow may re-present the payment on the registered payment method, set off the sums due against any subsequent funding, and/or suspend and then close the account, without prejudice to its other rights.

6.7 Refund

Where a refund is due from Shadow, it is made to the payment method used by the Client. If this method is no longer valid, the Client must inform Shadow before any refund. Payment made by Shadow to the credit of the payment method provided discharges it from its obligation.

6.8 Billing of public endpoints

Use of the Services is billed per unit of consumption, which varies according to the modality: Text, Vision/OCR, Embeddings, and Reranking — per million tokens (input and output billed separately); Audio (ASR, TTS) — per minute of audio processed or generated; Image generation — per image generated; Video generation — per second of video generated.

6.8.1 Dynamic Pricing

The Client acknowledges and understands that the price of each Service provided via a public endpoint is based on a reference price displayed on the Dashboard. For certain models, this reference price applies as it stands (hereinafter ‘Fixed Pricing’). For others, it is adjusted according to the time of day (hereinafter ‘Dynamic Pricing’).

Where Dynamic Pricing is applied, the price may change dynamically over time. Each request may therefore have its own price. The current price, that is, the dynamically updated price, is displayed and visible to the Customer (for information purposes only). The requests in question are always successful; however, they may experience higher latency or reduced priority during peak periods.

6.9 Billing of dedicated endpoints

Use of the Services is billed per unit of time, according to the type of GPU selected by the Client. The applicable rate is determined based on the GPU type and the actual duration of its use. Any unit of time started may be billed in accordance with the pricing terms applicable to the GPU concerned. The rates in force are those communicated to the Client at the time of subscription or use of the Services, unless otherwise agreed between the Parties.

Hybrid billing is based on reserved compute capacity, the level of which is defined by the Client according to its needs. This capacity constitutes the base of resources made available to it in connection with the Services. Where workload needs exceed the reserved capacity, in particular due to the autoscaling mechanism, “Spot”-type resources may be automatically mobilized to supplement the reserved capacity and respond to the additional demand. The use of these Spot resources is billed according to the rates and terms applicable to those resources at the time of their use. In Spot capacity mode, dedicated endpoints are preemptible: requests, tasks, or executions may not succeed in the event of preemption. For consumption billed by time, the Client is informed of preemption via a dedicated endpoint, subject to a preemption notice period announced at the time of use of the Service (for information purposes and subject to change, this period is fifteen (15) minutes).

7. Third-Party Models

The Services may give access to Third-Party Models developed, trained, hosted, or provided by entities other than Shadow. Shadow acts as a technical intermediary enabling access to the Third-Party Models and their Outputs. Shadow does not develop, control, or validate the Third-Party Models or their Outputs. This provision does not constitute any warranty whatsoever on Shadow's part.

The use of each Third-Party Model is subject to its own license and to the terms specific to the provider of the Third-Party Model concerned, which it is the Client's responsibility to review, comply with, and ensure compliance with by its own users and recipients of the Outputs. Shadow is not a party to any Third-Party Model license and neither acquires nor confers any rights in the Third-Party Models. In the event of a conflict, the Third-Party Model license prevails with respect to the use of that model. Shadow may add, modify, or remove a Third-Party Model at any time, with reasonable notice where possible.

The Third-Party Models and the Outputs are provided “as is” and “as available”. To the extent permitted by applicable law, Shadow excludes any warranty relating to the Third-Party Models and the Outputs, in particular as to their availability, continuity, quality, suitability for a particular purpose, absence of bias or error, and absence of infringement of third-party rights.

8. Software, API Keys, and SDKs

Certain Services allow the Client to download Software (client libraries, SDKs). This Software is licensed, not sold. Subject to compliance with these Terms, Shadow grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software, for the sole purpose of accessing the Services, for the duration of use of the Services.

The Client is solely responsible for safeguarding its API Keys. It undertakes to keep them secret and not to share them with third parties outside its organization. The Client is responsible for any use of the Services carried out by means of its API Keys. In the event of loss, theft, or misappropriation, the Client notifies Shadow without delay at security@shadow.tech.

The Client is not authorized to (i) circumvent the technological protection measures of the Software or the Services; (ii) disassemble, decompile, or reverse-engineer the logic of any non-open-source component; (iii) resell, rent, sublicense, or redistribute access to the Services; (iv) circumvent access controls, rate limits, or quotas. Components offered under an open-source license remain governed by that license, which may prevail over certain of these Terms.

9. Integration into the Client's products and end users

Where the Client integrates the Services into its own products or services, or gives access to them to its Authorized Users or its End Customers, it undertakes to ensure their compliance with all the relevant provisions of these Terms, in particular the Code of Conduct, the AI-specific Obligations, the restrictions relating to Third-Party Models, and the licenses and terms applicable to them.

The Client remains solely responsible for the acts and omissions of its Authorized Users and its End Customers as if they were its own, including any breach of the Third-Party Model licenses. The Client indemnifies Shadow against any claim, action, or judgment resulting from the use of the Services by its Authorized Users or its End Customers, under the conditions set out in Article 17 “Liability”.

10. Code of Conduct

The proper functioning of the Services assumes that the Client makes responsible and reasonable use of them. The Client shall not, and shall not assist or allow a third party to, in connection with its use of the Services:

Breach any applicable law or regulation;
Reverse-engineer, disassemble, decompile, or attempt to extract the source code of any non-open-source component of the Services;
Resell, sublicense, rent, or redistribute access to the Services, in particular by sharing API Keys with third parties outside its organization, or develop a product or service competing with the Services;
Disrupt, impede, or place an unreasonable load on the Services, their infrastructure, or the servers and networks connected to them;
Circumvent, disable, or force any security or authentication measure, any access control, any rate limit, or any usage quota;
Transmit any malware, virus, worm, spyware, or code designed to disrupt, damage, or gain unauthorized access to a system, or carry out intrusions or attacks (DDoS, DoS, scanning, spamming, brute force, etc.);
Probe, scan, or test the vulnerability of any system or network (so-called “pentesting” tests), except in the context of a vulnerability research program expressly authorized by Shadow;
Access, use, or modify non-public or shared areas of any system, network, or service, including the Services, that the Client is not authorized to access, or view accounts other than its own;
Create accounts in bulk or use automated extraction techniques (“scraping”) outside the public interfaces provided for this purpose;
Carry out cryptocurrency mining or proof-of-work computations, or use the compute power of the Services to break encryption keys;
Collect the personal data of other users without their consent, impersonate a person or entity, misrepresent its affiliation, or send unsolicited communications (spam, phishing);
Provide Shadow with false or inaccurate information.

Nor may the Client use the Services to generate, store, process, or distribute content that:

Constitutes, depicts, or facilitates child sexual abuse material (CSAM), with Shadow reporting any such content to the competent authorities;
Promotes or facilitates terrorism, violence, or the development of weapons (nuclear, chemical, biological, or radiological);
Constitutes non-consensual intimate images;
Aims to harass, threaten, defame, or incite hatred against individuals or groups on the basis of protected characteristics;
Constitutes disinformation intended to manipulate public opinion or electoral processes;
Infringes an intellectual property right, privacy, or any other right of a third party.

Nor may the Client use the Services to process: (a) payment card data subject to the PCI DSS standard, the Services not being PCI certified; (b) protected health information (PHI) subject to HIPAA regulations or equivalent regulations, except by separate written agreement; (c) information classified or restricted by a government.

It is understood that the above list is not exhaustive. The applicable laws and regulations may be understood in particular as those applicable to the geographic location of Shadow's servers and infrastructure, those applicable to the geographic location of the Client when it uses the Services, as well as those of the country in which the Client subscribed to the Services.

Shadow reserves, in particular, the right to suspend or terminate any use of the Services that would disrupt the proper functioning of Shadow's IT infrastructure and equipment or the general proper functioning of the Services, or in the event of use of the Services contrary to this Code of Conduct.

11. AI-specific Obligations

The Client acknowledges that, by using the Services to generate, distribute, or integrate content produced by Third-Party Models, it acts as a deployer within the meaning of the AI Act and, as such, undertakes to:

(a) Inform natural persons when they interact directly with an AI system, except where this is obvious;

(b) Clearly and recognizably indicate that content (text, image, audio, or video) has been generated or manipulated by an AI where the law requires it, in particular in the case of a deepfake or of text published for the purpose of informing the public on matters of public interest;

(d) Not remove, alter, or circumvent the markings, watermarks, metadata, or other provenance indicators that make it possible to detect that content has been generated or modified by an AI, where they are applied by the Third-Party Models or the Services.

The Client acknowledges that the obligation to mark outputs in a machine-readable format falls in principle on the provider of the Third-Party Model concerned, and that it is the Client's responsibility to verify, for each Third-Party Model, the availability and terms of such marking.

The Client remains solely responsible for the compliance with the AI Act of the content it generates, distributes, or integrates, and indemnifies Shadow against any claim, penalty, or judgment resulting from a breach of these obligations.

12. Client content and data

The Client retains all rights, title, and interest in its Client Content, including the Inputs and Outputs. Shadow claims no ownership right in the Client Content.

The Client grants Shadow a limited, worldwide, royalty-free, and non-exclusive license to host, reproduce, and process the Client Content, solely to the extent necessary to provide and maintain the Services. This license ends when the Client deletes the Content concerned or when the Account is deleted, except where the law requires otherwise.

Shadow will not use the Client Content to train, improve, or fine-tune its own models or those of third parties, except with the Client's prior, explicit, written consent for a specific purpose.

For inference requests processed via Open Models, Shadow may retain the Inputs and Outputs in pseudonymized form, solely for the purposes of providing, billing, monitoring, securing, and improving the Service. This data is in no case used to train or fine-tune Shadow's models or those of third parties.

It is the Client's responsibility to make regular backups of its data on a medium external to the Services. Shadow may permanently delete the Client Content after deletion of the Client Account, under the conditions set out in Article 16 “Deletion of the Client Account”.

13. Personal data

In connection with the Services, Shadow processes personal data in two distinct capacities.

Shadow acts as a data controller for the personal data collected from the Client for the purposes of creating and managing the Client Account, billing, identity verification, fraud prevention, security, and monitoring the contractual relationship, in particular the contact details and information relating to the Client's representative and the Authorized Users. This processing is described in the Privacy Policy, to which the Client adheres in all its provisions by accepting these Terms.

Shadow acts as a processor, on behalf of the Client as controller, with respect to the personal data that may be contained in the Inputs, the Outputs, and, more generally, the Client Content processed via the Services. This processing is governed by the Privacy Policy, incorporated by reference into these Terms.

The Client alone determines the nature of the personal data it transmits to the Services and remains the custodian of the data thus transmitted. It is its responsibility to have an appropriate legal basis, to transmit only data for which it holds the necessary rights and, where applicable, to inform the data subjects and obtain their consent. In particular, if the Client transmits personal data to the Services and then exploits it by means of third-party websites, software, or applications, it remains solely responsible for it, except possibly with respect to the third parties to whom it has disclosed such data.

The Client Content, including the personal data it contains, is processed and stored exclusively within the European Union. Shadow does not transfer the Client Content to servers located outside the European Union. You may consult the Data Protection Act.

14. Availability of the Services

Shadow endeavors to ensure permanent access to the Services. However, on an exceptional basis, Shadow may suspend access to all or part of the Services, in particular for maintenance, updating, or improvement of the Services delivered to the Client, as well as due to the vagaries of the internet network. Except in cases justified by urgency or by force majeure, Shadow will notify the Client of such a suspension, on the Site or by any other useful means.

Shadow does not guarantee that the Services will operate in an uninterrupted, regular, secure, or error-free manner; its liability in this respect is understood as a best-efforts obligation. Given the nature of the internet network, the Client acknowledges and accepts that Shadow cannot be held liable for interruptions or alterations of access to the Services resulting from the network itself or from the means of connection used by the Client.

15. Intellectual property

The Site, the Software, the APIs, the documentation, the trademarks, and the design of the Services constitute Intellectual Property Assets, protected by French and international intellectual property law worldwide. The Intellectual Property Assets and all the elements that make them up (such as trademarks, logos, photographs, texts, documents, descriptions, slogans, domain names, patents, know-how, software, source code, applications, interfaces, databases, designs and models, designs, images, graphics, illustrations, digital downloads, and animated or sound sequences) are the exclusive property of Shadow or of the third parties that have authorized it to use them, whether taken together or separately. The trademarks appearing on the Intellectual Property Assets are registered trademarks.

The use granted to the Client under these Terms neither implies nor includes, expressly or implicitly, any transfer to it, of any nature whatsoever, of any intellectual property right in the elements used; all rights remain, unless otherwise specifically, separately, expressly, and unequivocally agreed in writing, the exclusive property of Shadow or of the third parties that have authorized it. Nothing in these Terms authorizes the Client to use Shadow's trademarks, logos, or brand elements without prior written agreement.

If the Client transmits to Shadow suggestions or Feedback on the Services, it assigns to Shadow all the intellectual property rights relating thereto, which Shadow may use without restriction or compensation.

16. Deletion of the Client Account

18.1 At Shadow's initiative

SHADOW reserves the right to suspend the Services automatically and without notice, in the event of a breach by the Client of its legal obligations or of these Terms, in particular in the event of a breach of the Code of Conduct. SHADOW further reserves the right to suspend the Services in the event of late payment.

Once the Service has been suspended and after a formal notice sent to the Client by email that has remained without effect for seven (7) days, SHADOW will be entitled to suspend the Client Account, by email.

By way of exception, in the event of a serious breach by the Client of its legal obligations or of these Terms, in particular a serious breach of the Code of Conduct, Shadow reserves the right to delete the Client Account automatically and without notice. The seriousness of the breach is determined by Shadow in its sole discretion and may in particular result from the repetition of the breach, the number of breaches, the effect of the breach on the proper functioning of Shadow's IT infrastructure and equipment or on the general proper functioning of the Services, or from the liability borne by Shadow as a result of the Client's breach.

Shadow will delete or anonymize any Client account whose Wallet has a zero balance and has remained inactive for a period of twenty-four (24) months, fifteen (15) days after prior notice to the Client by email and absent any reactivation on its part.

In the event of deletion of the Client Account at Shadow's initiative following a payment default or a breach by the Client, any sum due to Shadow becomes immediately payable on the date of deletion of the Client Account and may be recovered using the payment method registered by the Client or by any other means.

18.2 At the Client's initiative

The Client may request the deletion of its Client Account at any time by written request addressed to Shadow, in particular by message to the Support service or, where this feature is available, via the Dashboard. In order to identify and authenticate the request, it must specify at least the Client's name and the identifier of its Client Account. Upon deletion, Shadow deletes the data associated with the Client Account, subject to the information it is required to retain under a legal obligation and to data retained in anonymized form. Unless a mandatory legal provision provides otherwise, unused purchased Credits are not refunded and promotional Credits are lost.

18.3 Consequences of the deletion of the Client Account

Upon deletion of the Client Account, whatever the cause, access to the Services ceases immediately, any sum due becomes immediately payable, and the Credits remaining in the Wallet are lost. Shadow will delete the Client Content within sixty (60) days, unless there is a legal retention obligation or a pending dispute. During the thirty (30) days following the deletion of the Client Account, Shadow will make commercially reasonable efforts to allow the Client to export its Client Content upon written request. It is the Client's responsibility to retrieve its data before the deadline, the deletion of the Client Account ultimately entailing the irreversible loss of the Client Content. In the event of deletion of the Client Account by Shadow for breach of the Code of Conduct or for payment default, Shadow may carry out this deletion without delay.

The Client acknowledges that, in the event of a subsequent new subscription, even from the same Client Account, it will not be able to obtain the restoration of the previously deleted Client Content.

17. Liability

Shadow is responsible for the proper performance of its contractual obligations and ensures the availability, security, and integrity of the Services to the best of its abilities. The Client acknowledges, however, that Shadow's liability regarding the availability, security, and integrity of the Services is understood as a best-efforts obligation.

Apart from the statutory warranties from which the Client benefits, the Services are provided “as is”, “with all faults”, and “as available”, without any warranty as to their proper functioning or their suitability for the Client's needs, even if the latter communicated its needs to Shadow prior to the acceptance of these Terms. The Client acknowledges and accepts that IT and telecommunications systems are not free of defects and that interruptions may occasionally occur; Shadow does not guarantee that the Services will operate in an uninterrupted, regular, secure, or error-free manner.

Thus, unless a mandatory legal provision provides otherwise, Shadow will not be liable for (a) indirect, special, incidental, or punitive damages, or (b) loss of use, loss of data, business interruption, loss of profit, or loss of goodwill. It is the Client's responsibility to make regular backups of its Client Content on a medium external to the Services.

Shadow's liability cannot be incurred if the non-performance or improper performance of its obligations is attributable either to the Client (use not in accordance with Shadow's instructions or with these Terms), or to the unforeseeable and irresistible act of a third party (including any contractor of Shadow), or to a case of force majeure. Neither Shadow nor the Client will be held liable, or considered to have breached its obligations, for any delay or non-performance resulting from a case of force majeure or a fortuitous event customarily recognized by case law. Given the nature of the internet network, the Client acknowledges that Shadow cannot be held liable for interruptions or alterations of access to the Services resulting from the network itself or from the means of connection used by the Client.

In any event, except in the case of gross negligence or willful misconduct by Shadow, Shadow's total liability under these Terms will not exceed the total amount of the sums paid by the Client to Shadow during the twelve (12) months preceding the event giving rise to liability; furthermore, Shadow's liability cannot be incurred for any loss corresponding to commercial losses, loss of data, loss of profits, or any other indirect damage or damage unforeseeable at the time of subscription. Any liability action must be brought within twelve (12) months of the event giving rise to it.

The Client is solely responsible for the use of its Client Account and its secure access to the Site and the Services. It is solely responsible for any harm caused to Shadow or to third parties as a result of its use of the Services, and it is its responsibility to protect its own data and software against viruses, worms, or intrusions circulating on the internet. As Shadow exercises no control over the nature or lawfulness of the Client's content and activities, the Client is solely responsible for its use of the Services and for the Client Content it processes or stores through them; Shadow may in no case be held liable for the Client's activities, content, or data.

These limitations do not apply to confidentiality obligations, to breaches of the Code of Conduct, to payment obligations, or to liability that cannot be limited by law (in particular gross negligence or willful misconduct).

18. Force majeure

Shadow will not be liable for the non-performance of its obligations in the event of the occurrence of a case of Force Majeure. If, as a result of a case of Force Majeure, Shadow were led to interrupt its services, the performance of these Terms would be suspended for the time during which Shadow is unable to fulfill its obligations. If the case of Force Majeure persists for more than thirty (30) days, either Party may terminate automatically, without compensation.

19. Evidence agreement

For the purposes of these Terms, the Parties agree that a writing in electronic form is admitted as evidentiary support on the same basis as a writing on paper, in accordance with Article 1366 of the French Civil Code. The Parties agree to retain the computer records and paper copies of the messages or orders they exchange for the performance of this contract, in such a way that they may constitute faithful and durable copies within the meaning of Article 1379 of the French Civil Code.

Pursuant to Articles 1363 et seq. of the French Civil Code, the information provided by the Site is authoritative between the Parties. Elements such as the time of receipt or issuance of the subscription to the Services, the measurement of consumption of the Services, as well as the quality of the data received, will be authoritative as a matter of priority as they appear on Shadow's information systems, or as authenticated by Shadow's computerized procedures, unless proof to the contrary is provided by the Client. The evidential weight of the information provided by Shadow's information systems is that granted to an original within the meaning of a document written on paper.

20. Modification of the Terms

Shadow may make modifications to these Terms.

Where the modifications are made in order to reflect (a) legislative changes, (b) new regulatory requirements, or (c) changes made to the Services that do not adversely affect the Client's rights or the Services to which it has subscribed, the modifications made by Shadow will take effect on the date indicated in the notification regarding these changes, or immediately in the absence of an indicated date.

Where the modifications are made in order to reflect changes made to the Services that adversely affect the Client's rights or the Services to which it has subscribed, the Client will be invited to accept the modified Terms. Failing acceptance, the Client will be free to stop using the Services and to close its Client Account for a period of thirty (30) days following the notification regarding these changes. In the event that the Client has not closed its Client Account within thirty (30) days of receipt of the notification, the modified Terms will take effect on the date indicated in the notification, and at the earliest thirty (30) days after that notification.

21. Communications

Unless otherwise provided in these Terms, the Client is invited to communicate with Shadow by sending a message to Shadow's Support service through the Client Account. Legal notices are sent to Shadow at legal@shadow.tech.

Shadow may communicate with the Client by any useful means, in particular by email or SMS sent to the contact details provided by the Client within its Client Account, through the Services Dashboard, or through the Site. Notices are deemed received when they are delivered by email to the address provided in the Client Account.

22. Miscellaneous

Any tolerance, accommodation, or waiver relating to the clauses and conditions set out herein, whatever its frequency and duration, may under no circumstances be regarded as making a modification or a deletion of the clauses, or as giving rise to any right, either Party always being able to put an end to it.

If one or more provisions of these Terms are held invalid or declared null pursuant to a law, a regulation, or following a final decision of a competent court, the other provisions will retain their full force and effect.

In any event, the Parties then agree to replace the clause declared null and invalid with a clause that most closely approximates, in terms of its content, the clause initially agreed and the intention of the Parties.

In the event of a divergence of interpretation between any of the titles and the provisions of the clauses it represents, the titles will be declared non-existent.

23. Governing law; disputes

These Terms are governed by French law. Before bringing any matter before the courts, the Parties will endeavor to settle amicably any dispute relating to the interpretation or performance of these Terms; to this end, the Client is required to first resort to a mediation procedure, through a mediator appointed by mutual agreement, for a period of sixty (60) days from the written notification of the dispute.

Failing an amicable resolution, exclusive jurisdiction is granted to the Paris Economic Affairs Court (Tribunal des affaires économiques de Paris), notwithstanding multiple defendants or third-party proceedings, including for urgent, protective, summary, or ex parte measures.

These Terms are drawn up in the French language. If a translation is made, only its French-language version has contractual value.

Last update : 09/23/2026