Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("you", "Customer", or "User") and AmIUp LLC, a Texas limited liability company with offices at 5473 Blair Rd Ste 100 PMB 458263, Dallas, TX 75231 ("AmIUp", "we", "us", or "our"), regarding your access to and use of ShellYard, including the desktop application, websites at shellyard.com and related subdomains, APIs, and related services (collectively, the "Service").

By creating an account, downloading the application, clicking "I agree," or otherwise using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" includes both you and that organization.

If you do not agree to these Terms, do not use the Service.

1. Definitions

• "Account" means the user account you create to access the Service.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with AmIUp, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
• "Customer Data" means any data, content, information, credentials, configurations, queries, documents, or other materials that you submit to, upload to, or transmit through the Service.
• "Documentation" means user guides, technical specifications, and other documentation provided by AmIUp regarding the Service.
• "Personal Data" has the meaning given in applicable data protection laws.
• "Service" means ShellYard, including the desktop application, web properties, APIs, and all related features and functionality.
• "Subscription" means a paid subscription plan (Pro, Team, or Enterprise) you purchase.
• "Third-Party Services" means services or content provided by parties other than AmIUp.

2. Account Registration and Eligibility

2.1 Eligibility. You must be at least 16 years old to use the Service. If you are under 18, you must have parental or guardian consent and use the Service only in jurisdictions where this is permitted. The Service is intended for business and professional use.

2.2 Account Information. You agree to provide accurate, complete, and current information when creating an Account and to keep this information updated. You are responsible for all activity that occurs under your Account.

2.3 Account Security. You are responsible for maintaining the security of your Account credentials, API keys, encryption passphrases, and any other authentication mechanisms. You must notify AmIUp immediately at security@shellyard.com of any unauthorized access or suspected security breach. AmIUp is not liable for losses resulting from unauthorized use of your Account due to your failure to maintain credential security.

2.4 No Account Sharing. Each Account is intended for a single user or organization. You may not share Account credentials with multiple individuals. For team access, use the appropriate seat-based subscription plan.

2.5 Free Tier. Use of the Service without an Account, including the Free tier, is also subject to these Terms.

3. License and Permitted Use

3.1 Service License. Subject to your compliance with these Terms and payment of applicable fees, AmIUp grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your Account or Subscription.

3.2 Desktop Application License. The ShellYard desktop application is licensed, not sold. AmIUp grants you a limited license to install and use the desktop application on devices you own or control, solely in connection with the Service. You may install the application on multiple devices for your personal or organizational use, subject to applicable subscription limits.

3.3 Reservation of Rights. AmIUp and its licensors retain all right, title, and interest in and to the Service, including all intellectual property rights. No rights are granted to you except as expressly stated in these Terms.

3.4 Feedback. If you provide AmIUp with feedback, suggestions, or recommendations about the Service ("Feedback"), you grant AmIUp a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Service or other products without compensation or attribution.

3.5 Open-Source Components. The Service includes open-source software components that are licensed under their respective licenses. Acknowledgments and license notices for these components are available within the desktop application's About panel and on request to legal@shellyard.com. Those licenses continue to govern your use of the open-source components notwithstanding these Terms.

4. Acceptable Use

4.1 General Restrictions. You agree not to:

1. access systems, networks, hosts, or data you do not own or have explicit written permission to access;
2. use the Service to violate any applicable law, regulation, court order, or third-party right;
3. reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Service, except to the extent applicable law expressly permits such activity notwithstanding this restriction;
4. resell, rent, lease, sublicense, or otherwise commercially exploit the Service except as expressly permitted by your Subscription;
5. probe, scan, or test the vulnerability of AmIUp's infrastructure or that of its third-party providers without prior written authorization;
6. bypass tier limits, rate limits, access controls, billing requirements, or technical limitations;
7. share Account credentials, API keys, or seats between unauthorized users;
8. use the Service to send spam, phishing, malware, ransomware, or other malicious content;
9. violate United States export control laws or sanctions, including those administered by the Office of Foreign Assets Control (OFAC) or the Bureau of Industry and Security (BIS);
10. store, transmit, or process content that infringes intellectual property rights, depicts minors in sexual situations, constitutes hate speech, or violates applicable law;
11. interfere with or disrupt the integrity or performance of the Service;
12. attempt to gain unauthorized access to any portion of the Service, other Accounts, or AmIUp's systems;
13. use the Service to develop a competitive product or to benchmark for competitive purposes;
14. remove, alter, or obscure any proprietary notices in the Service.

4.2 Network and Infrastructure Tools. The Service includes tools for network diagnostics, packet capture, port scanning, and similar functions. You represent and warrant that you will use these tools only on networks, systems, and infrastructure you own or have explicit authorization to access. You acknowledge that misuse of such tools may violate applicable laws including the Computer Fraud and Abuse Act and similar legislation in other jurisdictions.

4.3 Credential Management. You are solely responsible for credentials, secrets, API keys, certificates, and other authentication materials you store, manage, or transmit through the Service. AmIUp is not liable for any unauthorized use, disclosure, or compromise of credentials resulting from your actions or failures to act.

4.4 AI-Generated Content. You are solely responsible for reviewing, validating, and approving any AI-generated content, commands, scripts, or suggestions produced by the Magellan AI assistant before executing or relying on them. AmIUp makes no warranty regarding the accuracy, completeness, or safety of AI-generated output.

4.5 Prohibited Data. You agree not to store, process, or transmit through the Service:

1. Protected Health Information ("PHI") as defined by the Health Insurance Portability and Accountability Act ("HIPAA");
2. cardholder data subject to the Payment Card Industry Data Security Standard ("PCI DSS");
3. classified or Controlled Unclassified Information ("CUI");
4. data subject to export-control restrictions (ITAR, EAR) without a prior written agreement with AmIUp;
5. any other data category requiring specialized compliance certifications that AmIUp has not specifically attested to.

AmIUp is not a HIPAA Business Associate and has not executed a Business Associate Agreement (BAA). If your use case requires HIPAA-compliant, PCI-attested, or comparably regulated infrastructure, ShellYard is not appropriate for that use unless a separately negotiated written agreement is in place.

4.6 Suspension for Violations. AmIUp may suspend or terminate your Account immediately and without notice if AmIUp reasonably believes you have violated this Section 4.

5. Customer Data

5.1 Ownership. You retain all rights, title, and interest in Customer Data. AmIUp does not claim ownership of Customer Data.

5.2 License to Process. You grant AmIUp a non-exclusive, worldwide, royalty-free license to access, process, store, transmit, and display Customer Data solely as necessary to:

1. provide and operate the Service;
2. provide customer support;
3. prevent or address service, security, or technical issues;
4. comply with legal obligations.

When you create a public document share link or otherwise designate Customer Data for public access through features of the Service, you additionally grant AmIUp the right to sublicense display of that Customer Data to the viewers of the share link, solely as necessary to provide the public sharing functionality you have enabled.

5.3 No AI Training on Customer Data. AmIUp does not use Customer Data to train, fine-tune, evaluate, or otherwise improve AI models — whether AmIUp's own models, third-party provider models, or any derivative model. Prompts and responses sent through the Magellan AI feature flow directly between your device and the third-party AI provider you select using API keys you supply; AmIUp does not access, store, log, or process the content of those prompts or responses. Customer Data is processed solely to deliver the Service to you and is not used to develop new features for resale, build training datasets, or for any purpose beyond providing the Service.

5.4 Data Storage and Processing.

1. Local-First Architecture. ShellYard is a desktop application. Most Customer Data, including credentials, queries, command history, and tool output, is stored locally on your device.
2. Cloud Sync (Pro and Above). Subscribers to Pro or higher plans may opt into cloud synchronization. Cloud-stored Customer Data is encrypted using AWS Key Management Service (KMS) with per-Space customer-managed keys.
3. Magellan AI. Prompts and responses for the Magellan AI assistant pass directly between your device and the third-party AI provider you select using API keys you supply. AmIUp does not store, process, or have access to your AI prompts or responses.
4. Audit Logs. The Service maintains audit logs of certain activities. Local audit logs are controlled by you. Cloud audit data, where applicable, is retained for the duration of your Subscription plus a reasonable period for compliance and dispute resolution (typically 12 months for Team, 36 months for Enterprise) and then automatically deleted.

5.5 Customer-Managed Encryption Keys. Team and Enterprise tiers include per-Space customer-managed KMS keys ("CMKs"). You acknowledge and agree that:

1. CMKs are designed to give you cryptographic control over encrypted data;
2. if you delete, lose access to, schedule for deletion, or otherwise render unavailable a CMK, AmIUp cannot recover the data encrypted under that key;
3. this irreversible erasure is a feature of the Service's security model, not a defect;
4. you are solely responsible for managing CMK lifecycle, including backup, rotation, and deletion decisions;
5. AmIUp is not liable for data loss resulting from CMK unavailability due to your action, inaction, or third-party (including AWS) actions outside AmIUp's reasonable control.

5.6 Data Export. You may export Customer Data using the Service's built-in export functionality (the .shellyard-space.zip archive format) at any time during your Subscription.

5.7 Data Deletion. Upon Account termination or your written request, AmIUp will delete cloud-stored Customer Data within 30 days, except for: (a) audit logs required for compliance, (b) information necessary for legal proceedings or regulatory obligations, (c) backups that are deleted in accordance with our backup retention schedule (typically within 90 days), and (d) aggregated, anonymized data that cannot be re-associated with you.

5.8 Confidentiality. AmIUp will treat Customer Data as confidential and will not access, use, or disclose Customer Data except as expressly permitted by these Terms or required by law.

6. Subscriptions and Payments

6.1 Subscription Plans and Pricing. Paid Subscriptions are offered at the rates listed at shellyard.com/pricing. All prices are in U.S. Dollars (USD) unless otherwise specified at checkout. Paddle may convert prices into your local currency at then-current exchange rates at the point of sale. Subscription tiers and features may be modified by AmIUp with reasonable notice as described in Sections 6.5 and 8.3.

6.2 Payment Processing — Paddle as Merchant of Record. Paddle.com Market Limited ("Paddle") acts as the merchant of record for paid Subscriptions purchased through shellyard.com. Paddle handles payment processing, tax calculation and remittance (including VAT, GST, and U.S. sales tax based on your billing location), invoicing, currency conversion, chargeback handling, and fraud screening on AmIUp's behalf. Your contract for payment is with Paddle; your contract for the underlying Service is with AmIUp. By subscribing, you also agree to Paddle's Buyer Terms and acknowledge that Paddle's processing of your personal and payment data is governed by Paddle's Privacy Policy.

6.3 Refunds and Cancellations. Paid plans renew until cancelled. Cancel anytime from the account dashboard or via the Paddle customer portal; you keep access through the end of the paid period. All fees are non-refundable except as expressly stated in our Refund Policy. Approved refunds are processed by Paddle and typically appear on your statement within 5–10 business days, depending on your card issuer.

6.4 Auto-Renewal. Paid Subscriptions automatically renew at the end of each billing period at the then-current rate. You may cancel auto-renewal at any time through the account dashboard or Paddle customer portal. Cancellation takes effect at the end of the current paid period, and you retain access to the Service through that period.

6.5 Price Changes. AmIUp reserves the right to change Subscription prices. Price changes will be communicated at least 30 days in advance and will apply to subsequent renewal periods. Continued use of the Service after the effective date constitutes acceptance of the new pricing.

6.6 Taxes. Subscription fees displayed at shellyard.com/pricing are exclusive of applicable taxes. Paddle calculates and collects all applicable VAT, GST, sales tax, and other transaction taxes based on your billing location at checkout, and remits them to the appropriate tax authorities. Tax-exempt purchasers may submit exemption documentation through Paddle's checkout flow.

6.7 Late Payment. If payment fails or is reversed, AmIUp may suspend or terminate your Account. Reactivation may require payment of outstanding amounts and a reactivation fee.

6.8 Trials and Trial Conversion. Free trial periods are offered at AmIUp's discretion. Trials automatically convert to paid Subscriptions at the end of the trial period unless cancelled before the trial ends. Cancellation during the trial does not incur charges. Where required by law (including California Business and Professions Code § 17602), AmIUp will email you a reminder a reasonable time before the trial converts so you have an opportunity to cancel without being charged.

6.9 Free Tier — Free Forever Policy. AmIUp commits to maintaining a meaningful Free tier of ShellYard as a permanent offering, and we will not deprecate existing Free-tier features to force upgrades to paid plans. AmIUp may add new capabilities to paid tiers (Pro, Team, Enterprise) over time, but features that are part of the Free tier on the effective date of these Terms remain in the Free tier. AmIUp may modify Free-tier mechanics (for example, fair-use limits or technical implementation details) where necessary to preserve service integrity; any material reduction in Free-tier functionality will be communicated at least 60 days in advance via in-app notice or email to allow you to export your data or move to a paid plan.

6.10 Recurring Billing Authorization. By starting a Subscription, you authorize Paddle to charge your selected payment method on a recurring basis for the Subscription fee plus applicable taxes at the start of each billing period (monthly or annually as selected at signup) until cancelled in accordance with Section 6.4. You are responsible for ensuring your payment method remains valid. If a payment fails, Paddle may attempt to retry the charge in accordance with its standard retry schedule.

6.11 Chargebacks. If you have a billing dispute, you agree to contact AmIUp at support@shellyard.com or Paddle through the customer portal before initiating a chargeback or payment reversal with your card issuer. Initiating a chargeback without first contacting us may result in immediate suspension or termination of your Account under Section 16. Disputes covered by our Refund Policy will be addressed through the refund process described in Section 6.3.

6.12 EU/UK Right of Withdrawal. Customers located in the European Union, European Economic Area, or United Kingdom have a statutory right under Directive 2011/83/EU (and equivalent UK law) to withdraw from a Subscription within 14 days of purchase without giving any reason. However, by accepting these Terms and starting your Subscription, you expressly request that the Service be made available to you immediately and acknowledge that you lose the right of withdrawal once the digital content has been made available and you have begun using it. For the desktop application and cloud features delivered immediately at the start of a Subscription, the right of withdrawal is therefore waived upon first use.

6.13 Receipts and Invoices. Paddle issues a payment receipt by email after each successful charge. You may access full payment history, download invoices, update your payment method, and manage your Subscription through the Paddle customer portal linked from the receipt and from your ShellYard account dashboard.

6.14 Fraud Screening. All payments are screened by Paddle's anti-fraud systems. Paddle may decline, hold, or reverse transactions it identifies as suspicious. AmIUp may suspend or terminate Accounts associated with payments flagged as fraudulent or with confirmed chargebacks, in accordance with Section 16.

7. Third-Party Services

7.1 Integrations. The Service integrates with Third-Party Services, including:

• Payment processing: Paddle.com Market Limited
• Identity and authentication: Amazon Cognito (AWS)
• Cloud infrastructure: Amazon Web Services
• Email delivery: ZeptoMail (Zoho Corporation)
• AI providers: Anthropic, OpenAI, Google Gemini, and any OpenAI-compatible endpoint you select (including Ollama, LM Studio, vLLM, OpenRouter, or similar self-hosted or third-party services)
• Code signing: Microsoft Trusted Signing, Apple Developer Program

7.2 Third-Party Terms. Your use of Third-Party Services through ShellYard is subject to those providers' terms of service and privacy policies. AmIUp is not responsible for Third-Party Services or their availability, performance, content, or compliance.

7.3 AI Provider API Keys. You must supply your own API keys for AI providers you wish to use with the Magellan AI assistant. You are responsible for compliance with your AI provider's terms of service and acceptable use policies, and for any costs they charge for API usage. AmIUp does not store, view, or have access to your AI prompts, responses, or generated content.

8. Service Availability and Modifications

8.1 Desktop Application. The ShellYard desktop application operates locally on your device. Local functionality does not require continuous internet connectivity.

8.2 Cloud Features. Cloud features such as Shared Space synchronization, credential cloud storage, audit log export, and document sharing depend on internet connectivity and AmIUp's cloud infrastructure. AmIUp does not guarantee uptime or availability for cloud features unless expressly stated in a separately negotiated Service Level Agreement (SLA) with Enterprise customers.

8.3 Service Modifications. AmIUp reserves the right to modify, suspend, add to, or discontinue any feature or aspect of the Service at any time. Material changes to paid plan features will be communicated at least 30 days in advance. Discontinued features will, where practical, include migration paths or alternative solutions. Free-tier feature continuity is additionally governed by Section 6.9.

8.4 Beta Features. AmIUp may make features available labeled as "beta," "preview," "experimental," "early access," or similar designations. Such features are provided for testing and feedback purposes only, may be modified or discontinued at any time, and are provided AS-IS with no warranties. Production use of beta features is not recommended and is at your own risk.

8.5 Maintenance. AmIUp may perform scheduled or emergency maintenance affecting cloud features. AmIUp will provide reasonable notice of scheduled maintenance where feasible.

8.6 Telemetry and Crash Reporting. The Service may transmit limited telemetry, diagnostic, and crash-report information to AmIUp to operate, maintain, and improve the Service. The categories of data collected, your choices regarding telemetry, and our retention practices are described in the Privacy Policy.

9. Shared Spaces and Multi-Tenant Use

9.1 Spaces. The Service allows you to organize work into "Spaces" that may be Personal (private to one user) or Shared (accessible to multiple users on Pro, Team, or Enterprise plans).

9.2 Space Administration. Each Shared Space has an owner with administrative rights. The owner is responsible for managing access, permissions, and the data within that Space.

9.3 Seat Management. Team and Enterprise plans are seat-based. Each user with access to Team-owned or Enterprise-owned Shared Spaces consumes a paid seat. Seat limits are enforced at the platform level.

9.4 Guest Access. Pro plans may include limited guest seats as described at shellyard.com/pricing. Guests have restricted access and consume the Pro plan owner's allocated guest slots.

9.5 Member Removal. Removal of a member from a Shared Space or organization revokes that member's access to Shared Space resources, credentials, and audit data.

9.6 Owner Responsibilities. Organization and Space owners are responsible for compliance with applicable laws and AmIUp's terms in their use of the Service, including the actions of users they invite.

10. AI Features and Magellan

10.1 Magellan Overview. The Service includes "Magellan," an AI assistant feature that uses third-party AI provider APIs (Anthropic, OpenAI, Google Gemini, or any OpenAI-compatible endpoint) with API keys you supply.

10.2 BYO API Key Model. You acknowledge that:

1. prompts and responses pass directly between your device and your chosen AI provider;
2. AmIUp does not store, process, monitor, or have access to your AI prompts or responses, and does not use them to train any model;
3. you are responsible for compliance with your AI provider's terms of service;
4. you are responsible for any costs charged by your AI provider for API usage;
5. AmIUp makes no warranty regarding AI provider availability, output accuracy, or quality;
6. you are solely responsible for reviewing AI-generated content before acting on it;
7. AmIUp is not liable for any actions taken based on AI-generated suggestions, including command execution, configuration changes, or data modifications.

10.3 Stage-Gated Execution. The Service implements a stage-gated AI workflow with technical safeguards designed to prevent autonomous execution of commands; you must affirmatively approve any command, query, or change Magellan drafts before it is executed against any system. You remain solely responsible for any commands you authorize the Service to execute on your behalf.

11. Privacy and Data Protection

11.1 Privacy Policy. Our Privacy Policy describes how we collect, use, and protect Personal Data. By using the Service, you agree to the Privacy Policy.

11.2 Data Processing Agreement. If you are a business customer subject to GDPR, UK GDPR, CCPA/CPRA, or similar laws, a Data Processing Agreement (DPA) is available upon request to legal@shellyard.com. AmIUp intends to pre-publish its standard DPA at /dpa/ and incorporate it by reference into these Terms; until that page is live the request-based path applies.

11.3 Personal Data of Others. If you submit Personal Data of third parties through the Service (e.g., as part of your Customer Data), you represent that you have legal authority to do so and have provided required notices and obtained required consents.

12. Confidentiality

12.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other, whether in oral, written, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential.

12.2 Obligations. Each party shall: (a) use Confidential Information only as necessary to perform under these Terms; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar nature (but no less than reasonable care); and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors with a legitimate need to know who are bound by confidentiality obligations no less restrictive than these.

12.3 Exceptions. The obligations in this Section 12 do not apply to information that: (a) was known to the receiving party before disclosure; (b) becomes publicly available through no breach of these Terms; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation.

12.4 Required Disclosure. A receiving party may disclose Confidential Information if required by law or court order, provided it gives the disclosing party reasonable advance notice (where legally permissible) and cooperates with efforts to seek confidential treatment.

13. Disclaimer of Warranties

13.1 AS-IS Service. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

13.2 Disclaimer. AMIUP DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

1. IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
2. WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
3. WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR MEET YOUR REQUIREMENTS;
4. WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA AVAILABLE THROUGH THE SERVICE;
5. WARRANTIES REGARDING THIRD-PARTY SERVICES, AI PROVIDER OUTPUT, OR PAYMENT-PROCESSOR OUTPUT.

13.3 No Reliance. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS.

13.4 Jurisdictional Variations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Limitation of Liability

14.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMIUP'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF:

1. THE TOTAL AMOUNTS PAID BY YOU TO AMIUP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
2. ONE HUNDRED U.S. DOLLARS ($100).

14.2 Excluded Damages. IN NO EVENT SHALL AMIUP BE LIABLE FOR:

1. INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
2. LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE PRODUCTS;
3. DAMAGES ARISING FROM YOUR INABILITY TO ACCESS OR USE THE SERVICE;
4. DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR ACCOUNT;
5. DAMAGES ARISING FROM YOUR RELIANCE ON AI-GENERATED CONTENT;
6. DAMAGES ARISING FROM ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING AI PROVIDERS AND PAYMENT PROCESSORS;

EVEN IF AMIUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Essential Purpose. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 14 ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.4 Jurisdictional Variations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, AMIUP'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

15. Indemnification

15.1 By You. You agree to indemnify, defend, and hold harmless AmIUp, its officers, directors, employees, agents, and Affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

1. your use of the Service;
2. your violation of these Terms;
3. your violation of applicable law;
4. your infringement of any third-party right, including intellectual property, privacy, or publicity rights;
5. any Customer Data you submit, store, or transmit through the Service;
6. your use of network diagnostic tools or credentials in violation of Section 4;
7. any actions taken by you or on your behalf based on AI-generated content;
8. any breach of representations or warranties you make in these Terms.

15.2 IP Indemnification by AmIUp. Subject to the limitations in Section 14, AmIUp will defend you against any third-party claim alleging that the Service, as provided by AmIUp and used by you in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded against you (or amounts paid in settlement approved by AmIUp). If such a claim is made or appears likely, AmIUp may, at its option: (a) modify the Service so it is non-infringing while substantially preserving functionality; (b) procure for you the right to continue using the Service; or (c) terminate the affected portion of the Service and refund any prepaid fees for the unused portion of the Subscription term. AmIUp has no obligation under this Section 15.2 to the extent a claim arises from: (i) modifications to the Service by you or third parties; (ii) combination of the Service with non-AmIUp products; (iii) Customer Data; (iv) use of the Service in violation of these Terms; or (v) your failure to use updated or modified versions of the Service that would have avoided the claim. This Section 15.2 states AmIUp's sole liability and your sole remedy for third-party infringement claims related to the Service.

15.3 Indemnification Procedure. The indemnified party will provide prompt written notice of any claim subject to indemnification. The indemnifying party will have sole control of the defense and settlement of the claim, provided that any settlement that imposes obligations on the indemnified party requires that party's prior written consent (not to be unreasonably withheld). The indemnified party may participate in the defense at its own expense.

16. Term and Termination

16.1 Term. These Terms remain in effect from the date you first access the Service until terminated as provided herein.

16.2 Termination by You. You may terminate these Terms at any time by deleting your Account through the account dashboard or by contacting support@shellyard.com.

16.3 Termination by AmIUp. AmIUp may terminate or suspend your Account or these Terms:

1. immediately and without notice for material breach of these Terms;
2. immediately and without notice for non-payment after 14 days past due;
3. immediately for legal or regulatory reasons;
4. for any reason with 30 days' written notice.

16.4 Effect of Termination. Upon termination:

1. your license to use the Service ends immediately;
2. AmIUp may delete cloud-stored Customer Data after 30 days as described in Section 5.7;
3. you remain responsible for any outstanding fees;
4. AmIUp's right to retain audit data and aggregated/anonymized data is unaffected;
5. provisions of these Terms that by their nature should survive termination will survive, including Sections 4 (Acceptable Use), 5 (Customer Data), 6.3 (Refunds and cancellations — regarding non-refundability), 10 (AI Features, regarding outputs you received), 12 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (this Section), 17 (Governing Law), 18 (Dispute Resolution), 19 (General), 20 (DMCA / Copyright Complaints), and 21 (California Residents).

16.5 Cryptographic Erasure. For Enterprise customers, deletion of a Shared Space's customer-managed key results in cryptographic erasure of cloud-stored encrypted data for that Space, in accordance with AWS Key Management Service scheduling policies. The disclaimers and acknowledgments in Section 5.5 also apply to terminations.

17. Governing Law

17.1 Governing Law. These Terms are governed by the laws of the State of Texas, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Subject to Section 18 (Arbitration), any judicial proceeding arising from or related to these Terms shall be brought exclusively in the state or federal courts located in Dallas County, Texas. You consent to personal jurisdiction in such courts and waive any objection to venue.

18. Dispute Resolution and Arbitration

18.1 Informal Resolution. Before initiating any formal proceeding, you agree to first contact AmIUp at legal@shellyard.com and attempt to resolve the dispute informally. AmIUp and you agree to make good faith efforts to resolve disputes through informal discussions for at least 30 days before initiating arbitration or litigation.

18.2 Binding Arbitration. Except for disputes that qualify for small claims court or claims for injunctive relief related to intellectual property, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

18.3 Arbitration Location and Procedure. The arbitration shall be conducted in Dallas, Texas, by a single arbitrator selected in accordance with AAA rules. The arbitration shall be conducted in English. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

18.4 Class Action Waiver. YOU AND AMIUP AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

18.5 Opt-Out Right. You have the right to opt out of binding arbitration within 30 days of accepting these Terms by sending written notice to legal@shellyard.com with the subject line "Arbitration Opt-Out." Opting out does not affect any other provisions of these Terms.

18.6 Severability of Arbitration Provisions. If any provision of this Section 18 is found unenforceable, that provision shall be severed and the remaining provisions shall continue in full force.

19. General Provisions

19.1 Entire Agreement. These Terms, together with the Privacy Policy, Refund Policy, and any separately negotiated agreements (such as Enterprise contracts or DPAs), constitute the entire agreement between you and AmIUp regarding the Service and supersede all prior agreements and communications.

19.2 Modifications to Terms. AmIUp may modify these Terms from time to time. Material changes will be communicated by:

1. email to the address associated with your Account; or
2. prominent notice on shellyard.com; or
3. in-app notification.

Material changes take effect 30 days after notice. Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must stop using the Service before the effective date. Non-material changes (such as clarifications or corrections) may take effect immediately upon posting.

19.3 Assignment. You may not assign or transfer these Terms or any rights hereunder without AmIUp's prior written consent. Any attempted assignment without consent is void. AmIUp may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, or otherwise with notice to you.

19.4 Waiver. No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party. Failure to enforce any provision shall not constitute a waiver of that provision or any other.

19.5 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

19.6 Force Majeure. Neither party shall be liable for failure or delay in performance caused by circumstances beyond reasonable control, including natural disasters, acts of war or terrorism, government actions, labor disputes, internet outages, power failures, denial-of-service attacks, or third-party service provider failures (including AI providers, payment processors, and cloud infrastructure providers).

19.7 Export Compliance. You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to United States embargoes (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) you are not listed on any U.S. government list of restricted or denied parties (including OFAC's Specially Designated Nationals list); and (c) you will not use the Service in connection with weapons of mass destruction or activities prohibited under U.S. export controls.

19.8 No Agency. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and AmIUp.

19.9 No Third-Party Beneficiaries. Except as expressly stated, these Terms do not create any third-party beneficiary rights.

19.10 Notices. Notices to AmIUp shall be sent to legal@shellyard.com with copies as may be required for specific matters (privacy@shellyard.com, security@shellyard.com, support@shellyard.com, dmca@shellyard.com). Notices to you will be sent to the email address associated with your Account or posted within the Service.

19.11 Headings. Section headings are for convenience only and do not affect interpretation.

19.12 Construction. These Terms shall be construed according to their fair meaning and not strictly for or against either party. Any ambiguity shall not be construed against the drafter.

19.13 Counterparts and Electronic Acceptance. These Terms may be accepted electronically. Electronic acceptance has the same legal effect as a physical signature. Records of acceptance, including timestamps, IP addresses, and Account details, may be used as evidence of agreement.

19.14 Language. These Terms are provided in English. Translations, if any, are for convenience only; in any conflict between an English version and a translation, the English version controls.

19.15 Promotional Reference. Unless you opt out by emailing legal@shellyard.com, you grant AmIUp the right to identify you as a customer of the Service and to display your name and logo (used in accordance with any brand guidelines you provide) on AmIUp's website and in customer lists. This grant does not include any implied endorsement, testimonial, or quotation, which require your separate written consent.

19.16 Responsible Disclosure / Safe Harbor. AmIUp welcomes good-faith security research. If you discover a vulnerability in the Service, please report it to security@shellyard.com and give us a reasonable opportunity to remediate before public disclosure. AmIUp will not pursue civil or criminal action against researchers who: (a) act in good faith; (b) avoid privacy violations, destruction of data, and degradation of service; (c) do not exfiltrate Customer Data beyond what is minimally necessary to demonstrate the vulnerability; and (d) comply with applicable law.

20. DMCA / Copyright Complaints

AmIUp respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act ("DMCA"). If you believe that content available through ShellYard (including public document share links or Shared Space content) infringes your copyright, you may submit a takedown notice to our designated agent:

Your notice must include:

1. a physical or electronic signature of the copyright owner or person authorized to act on their behalf;
2. identification of the copyrighted work claimed to be infringed;
3. identification of the allegedly infringing material with sufficient detail for us to locate it (e.g., the share-link URL or Space identifier);
4. your contact information, including address, telephone number, and email;
5. a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law;
6. a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

We will respond to valid DMCA notices in accordance with the law. AmIUp may, in appropriate circumstances and at its discretion, terminate Accounts of users who are determined to be repeat infringers.

Counter-notice. If you believe content you posted was removed in error or by misidentification, you may submit a counter-notice to the same address that complies with 17 U.S.C. § 512(g)(3).

21. California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer-rights notice: if you have a question or complaint regarding the Service, please contact AmIUp at legal@shellyard.com. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

California residents have additional rights under the California Consumer Privacy Act ("CCPA") and the California Privacy Rights Act ("CPRA"), including the right to know, the right to delete, the right to correct, and the right to opt out of certain data processing. See our Privacy Policy for details on exercising these rights.

22. Contact Information

For questions or notices regarding these Terms:

By using ShellYard, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.