ShadowCMO Legal Documentation
Master Services Agreement for ShadowCMO
Effective Date: November 13, 2025
Last Updated: November 13, 2025
These Terms and Conditions (the "Terms" or "Agreement") govern your use of the ShadowCMO platform and services. By accessing or using our services, you agree to be bound by these Terms.
1.1 Parties
This Agreement is between: - You (also "Your" or "Customer"): The individual or entity accessing the Services - ISW AI Venture (also "We", "Us", "Our" or the "Company"): A sole proprietorship registered in the Netherlands
Company Registration: Chamber of Commerce (KvK) number 98769723
VAT ID: NL005352781B94
Registered Address: Roosbergsweg 12A, 4854PM Bavel, Netherlands
1.2 Key Definitions
Terms not defined below are defined in Annex A.
2.1 Service Provision
During your Subscription Term, we will provide you with access to the Services as described in the Documentation, subject to these Terms.
2.2 Service Availability
We will use commercially reasonable efforts to make the Services available. However, the Services are provided on an "as-is" basis and we do not guarantee uninterrupted or error-free access.
2.3 Service Modifications
We may modify, update, or discontinue features of the Services at our discretion. We will use reasonable efforts to notify you of material changes that negatively affect functionality you rely on.
3.1 License Grant
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the Subscription Term.
3.2 Acceptable Use
You agree to: - Use the Services only for lawful purposes and in accordance with these Terms - Maintain the security of your account credentials - Promptly notify us of any unauthorised access to your account - Ensure the accuracy and legality of all Customer Data you provide - Obtain all necessary consents to process personal data through the Services - Comply with all applicable laws, including export control, sanctions, privacy, and data protection laws
3.3 Prohibited Activities
You must not: - Use the Services for the benefit of third parties (except authorised contractors working on your behalf) - Upload, transmit, or process unlawful, infringing, threatening, or harmful content - Upload or transmit malware, viruses, or other malicious code - Attempt to reverse engineer, decompile, or disassemble the Services - Use the Services to develop competing products or services - Access or use the Services from embargoed countries or regions (including those subject to U.S., EU, or UN sanctions) - Circumvent security measures or access restrictions - Use the Services in any manner that could damage, disable, or impair our systems
3.4 Export Compliance
The Services and related technology may be subject to export control laws of the United States, the European Union, and other jurisdictions. You agree not to: - Export, re-export, or transfer any part of the Services to prohibited countries, entities, or individuals - Access or use the Services from U.S.-embargoed countries or regions - Permit access by persons or entities subject to applicable sanctions or export restrictions
We may restrict, suspend, or terminate access to comply with export control obligations.
4.1 Third-Party Services
The Platform may integrate with or support third-party applications, APIs, services, or websites ("Third-Party Services"). Your use of Third-Party Services is subject to their respective terms and privacy policies.
4.2 Your Responsibility
You are solely responsible for: - Acquiring all necessary rights and licenses to use Third-Party Services - Maintaining access to Third-Party Services - Compliance with Third-Party Service terms and policies - Any data loss or issues arising from Third-Party Services
4.3 No Warranty for Third-Party Services
We do not warrant, support, or guarantee the availability, performance, or compatibility of Third-Party Services. We are not liable for: - Performance issues or outages of Third-Party Services - Changes to Third-Party Services that affect Platform functionality - Data loss or security incidents involving Third-Party Services
4.4 Right to Discontinue Support
If Third-Party Services cease to be available or compatible, or are offered on unacceptable terms, we may discontinue support without refund or compensation.
5.1 Subscription Plans
Access to the Services requires an active subscription. Your subscription level determines available features, usage limits, and integrations.
For detailed pricing information, please visit our Pricing Page.
5.2 Subscription Fees
You agree to pay all Subscription Fees and applicable Taxes as displayed on the Platform at the time of purchase. All fees are due upfront unless otherwise agreed in writing.
5.3 VAT and Taxes
All prices are exclusive of applicable VAT (BTW). VAT will be added at checkout based on your location and tax status.
5.4 Usage-Based Fees
Some features may incur usage-based fees (e.g., video generation credits, API calls, enrichment processing).
For detailed information about usage-based fees and pricing, please visit our Pricing Page.
5.5 Non-Refundable
Subscription Fees are non-cancelable and non-refundable once Services are ordered, except as expressly provided in Section 10.2 (Exclusive Remedy) or as required by law.
For detailed refund terms, please refer to our Refund Policy.
5.6 Automatic Renewal
UNLESS YOU CANCEL BEFORE YOUR RENEWAL DATE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR THE SAME PERIOD AS YOUR INITIAL SUBSCRIPTION TERM. YOU AUTHORISE US TO CHARGE THE APPLICABLE SUBSCRIPTION FEES AND TAXES TO YOUR PAYMENT METHOD ON FILE.
5.7 Fee Changes
We may update pricing with 30 days advance notice. You may cancel before new fees apply.
5.8 Payment Method Changes
If your payment method is declined, you must provide a valid payment method promptly or you will lose access to the Services. If you provide a new payment method after a failed charge, your renewal date remains unchanged.
5.9 Free Trials and Beta Features
We may offer free trials or access to beta features. When a trial ends, you will automatically move to a paid plan unless you cancel before renewal. Beta features are provided "as-is" without warranties and may be modified or discontinued at any time.
6.1 Our Ownership
We and our licensors own all rights, title, and interest (including all intellectual property rights) in and to: - The Services, Platform, and all related software and technology - All ISW AI Venture Materials - The ShadowCMO trademark and brand
Note: "Our licensors" refers to third-party software libraries and services (e.g., open-source frameworks, Google Fonts) whose components are integrated into the Services. Each licensor retains ownership of their respective contributions.
ShadowCMO is a registered trademark of ISW AI Venture. All rights reserved.
6.2 Your Ownership
You retain all rights, title, and interest in your Customer Data and Customer Materials.
6.3 Limited License to Your Data
You grant us a limited, worldwide, non-exclusive, revocable license to: - Use, host, process, and store Customer Data solely to provide the Services - Transfer Customer Data to our authorised sub-processors as necessary to deliver the Services - Create anonymised, aggregated, or de-identified data derived from Customer Data for service improvement purposes
This license terminates when you delete your data or your subscription ends.
6.4 Intellectual Property in Generated Output
You may own the output generated by the Services (images, videos, copy, campaigns), subject to: - Compliance with these Terms - No violation of third-party rights - No prohibited content
We may use de-identified and aggregated data derived from your use to improve our AI models and Services.
6.5 Feedback
If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback without restriction or compensation. We have no obligation to implement Feedback.
7.1 Use of Artificial Intelligence
The Services include features powered by artificial intelligence, machine learning, and automated decision-making systems ("AI Features"), including but not limited to: - AI-powered content generation (copywriting, headlines, campaign messaging) - AI image generation and enhancement - AI video generation and enrichment - Competitor analysis and market insights - Data analysis, recommendations, and predictive capabilities
7.2 AI-Generated Outputs
Content, recommendations, or outputs generated by AI Features ("AI Outputs") are provided as suggestions or assistance only. AI Outputs: - May contain errors, inaccuracies, or incomplete information - Should be reviewed and verified by you before use - Do not constitute professional advice (legal, financial, medical, or otherwise) - May not be suitable for all purposes or contexts
7.3 Your Responsibility
You are solely responsible for: - Reviewing and validating all AI Outputs before use - Ensuring AI Outputs comply with applicable laws and regulations - Any decisions or actions taken based on AI Outputs - Supervising and controlling how AI Features are used within your organisation
7.4 Training and Improvement
We may use anonymised, de-identified, or aggregated data derived from your use of the Services to improve our AI models and Services, as further described in our Privacy Policy and Data Processing Agreement.
8.1 Confidential Information
Each party agrees to maintain the confidentiality of the other party's Confidential Information, which includes: - Proprietary business information, trade secrets, and technical data - Information marked or identified as confidential - Information that would reasonably be understood as confidential
8.2 Permitted Disclosures
Confidential Information may be disclosed only: - To employees, contractors, or advisors who need to know and are bound by confidentiality obligations - With the disclosing party's written permission - As required by law, after giving notice to the disclosing party (if legally permitted)
8.3 Exclusions
Confidential Information does not include information that: - Is or becomes publicly available through no fault of the receiving party - Was rightfully possessed before disclosure - Is independently developed without reference to Confidential Information - Is received from a third party without confidentiality restrictions
9.1 Privacy Policy
Your use of the Services is subject to our Privacy & Cookie Policy, which explains how we process personal data for our own purposes (as a data controller), including: - What personal data we collect and why - Your rights under GDPR, UK GDPR, CCPA, and other privacy laws - How to exercise your data subject rights - Cookie usage and tracking technologies - International data transfers and safeguards
You should read the Privacy Policy carefully before using the Services.
9.2 Data Processing Agreement
When we process personal data in Customer Data on your behalf (as a data processor), our Data Processing Agreement (DPA) applies. The DPA forms part of these Terms and governs: - Our obligations as a data processor under GDPR Article 28 - Your obligations as a data controller - Security measures, sub-processors, and data transfers - Compliance with GDPR, UK GDPR, and other applicable data protection laws - Data subject rights assistance and breach notification procedures - International data transfer mechanisms (SCCs, DPF, adequacy decisions)
The DPA, Privacy Policy, and these Terms together constitute the complete data protection framework for your use of the Services.
9.3 Your Data Protection Obligations
You represent and warrant that: - You have obtained all necessary consents and authorisations to provide Customer Data to us - You comply with all applicable data protection laws (GDPR, UK GDPR, CCPA, LGPD, PIPEDA, and others) - You have provided all required privacy notices to data subjects - You will not process special category data (sensitive personal data) through the Services unless you have a lawful basis and have notified us in writing
9.4 Data Security
We maintain appropriate technical and organisational security measures to protect Customer Data, as described in the DPA - Annex III (Security Measures).
9.5 Data Export
Customer Data is available for export or download at any time during the Subscription Term through the Platform interface in machine-readable formats (JSON, CSV).
10.1 Limited Warranty (Paying Subscribers Only)
If you are a paying subscriber, we warrant that the Services will substantially perform as described in the Documentation when used in accordance with these Terms during your Subscription Term.
10.2 Exclusive Remedy
If we breach the warranty in Section 10.1, our sole obligation (and your exclusive remedy) is to: - Correct the non-conforming Services, or - Provide a functionally equivalent replacement, or - If neither option is reasonably feasible, refund prepaid fees for the non-conforming Services for the remainder of your Subscription Term and terminate your access to the affected Services
10.3 Disclaimer of Other Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT: - THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE - DEFECTS WILL BE CORRECTED - THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR HARMFUL COMPONENTS - AI OUTPUTS OR RESULTS WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR YOUR PURPOSES
BETA FEATURES: Pre-release features designated as beta, pilot, preview, or limited release are provided "as-is" without any warranties and may be modified or discontinued at any time without notice. We have no obligation to provide support, maintenance, or updates for beta features.
11.1 Exclusion of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE (INCLUDING OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND SUB-PROCESSORS) SHALL NOT BE LIABLE FOR:
a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
b) LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES
c) BUSINESS INTERRUPTION OR SERVICE DELAYS
d) COSTS OF SUBSTITUTE SERVICES OR PROCUREMENT
e) ANY DAMAGES ARISING FROM:
- YOUR USE OR INABILITY TO USE THE SERVICES
- THIRD-PARTY SERVICES OR INTEGRATIONS
- UNAUTHORISED ACCESS TO YOUR DATA
- ERRORS OR INACCURACIES IN AI OUTPUTS OR SERVICE RESULTS
- YOUR RELIANCE ON CONTENT OR SERVICES
11.2 Liability Cap
WHERE EXCLUSION OF LIABILITY IS PROHIBITED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF: - ONE THOUSAND EUROS (EUR €1,000), OR - THE TOTAL SUBSCRIPTION FEES YOU PAID IN THE 12 MONTHS PRECEDING THE CLAIM
THE PARTIES AGREE THIS IS A FAIR AND REASONABLE ALLOCATION OF RISK.
11.3 Third-Party Responsibility
We are not responsible for issues arising from: - Your actions or misuse of the Services - Third-Party Services or integrations - Third-party connectors or applications
11.4 Essential Purpose
These limitations apply even if any remedy fails its essential purpose and regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).
12.1 Termination for Breach
We may terminate your Subscription immediately upon written notice if: - You materially breach these Terms, and - You fail to remedy the breach within thirty (30) days of receiving notice (if the breach is remediable)
12.2 Termination for Convenience
You may terminate your Subscription at any time by canceling through the Platform. Termination takes effect at the end of your current Subscription Term. No refunds will be provided for early termination unless expressly stated in Section 5.5.
12.3 Suspension
We may immediately suspend your access to the Services without notice if: - Your use threatens the security, integrity, or availability of the Services or other users - We reasonably believe suspension is necessary to comply with legal obligations - Your payment method fails or your account is past due
We will provide notice of suspension as soon as reasonably practicable and work with you to resolve the issue.
12.4 Effect of Termination
Upon termination or expiration: - Your access to the Services immediately ceases - You must stop using the Services and delete any copies of our Confidential Information - We will retain Customer Data for up to 30 days for recovery purposes, then delete it within 90 days unless required by law to retain it longer - Sections that by their nature should survive (including ownership, confidentiality, warranties, liability limitations, and dispute resolution) will continue to apply
13.1 Governing Law
These Terms are governed by the laws of The Netherlands, excluding conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.
13.2 Jurisdiction
The parties submit to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands for any disputes arising from these Terms.
13.3 Mandatory Local Law
If mandatory statutory law in your country of domicile conflicts with these Terms, such law shall prevail only to the extent: - The statute directly applies to you and the Services, and - The parties cannot contractually deviate from it
14.1 Sub-Processors and Subcontractors
We may engage subcontractors, sub-processors, and affiliates to perform services on our behalf. A current list of sub-processors is available at www.shadowcmo.com/subprocessors. We remain liable for their performance to the same extent we are liable under these Terms.
14.2 Assignment
You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Any unauthorised assignment is void. We may assign these Terms without restriction.
14.3 Independent Contractors
You and we are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
14.4 Reference Customer
You agree that we may identify you as a customer and use your name and logo on our website and in promotional materials.
14.5 No Third-Party Beneficiaries
These Terms do not create rights for any third parties. Third-party consent is not required to amend or terminate these Terms.
14.6 Entire Agreement
These Terms (including the Privacy Policy and DPA incorporated by reference) constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, representations, and understandings.
14.7 Amendments
We may update these Terms by posting revised Terms at www.shadowcmo.com/terms. Your continued use or renewal of the subscription after changes are posted constitutes acceptance. If you disagree with changes, you must cancel your subscription.
14.8 Severability
If any provision of these Terms is found invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force and effect.
14.9 Waiver
No failure or delay in exercising any right constitutes a waiver of that right. Waivers must be in writing to be effective.
14.10 Notices
Notices must be in writing and are deemed delivered upon: - Personal delivery, or - Two (2) business days after sending by email
Send notices to us at: legal@shadowcmo.com
We will send notices to the email address provided during subscription registration.
14.11 Survival
Provisions that by their nature should survive termination will survive, including ownership, confidentiality, warranties, liability limitations, indemnification, and dispute resolution.
14.12 Language
These Terms are prepared in English. If translated, the English version controls in case of conflicts.
"Affiliate": Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting interests.
"Agreement": These Terms and Conditions, together with the Privacy Policy and Data Processing Agreement incorporated by reference.
"AI Agent": Any system, software, or tool that with minimal human intervention interacts with its environment, processes data, executes tasks, makes recommendations, or takes actions according to preset or adaptive objectives.
"AI Features": Artificial intelligence, machine learning, or automated decision-making capabilities integrated into the Services.
"AI Outputs": Content, recommendations, or outputs generated by AI Features.
"Confidential Information": Information disclosed by one party to the other concerning its business and affairs, including operations, know-how, specifications, processes, plans, product information, pricing, trade secrets, software, and data that is: - Marked as "Confidential" or "Proprietary," or - Identified as confidential at disclosure and confirmed in writing, or - Reasonably understood to be confidential
"Customer Data": Data and information provided by you to us, or input, uploaded, or shared by you to use the Services or facilitate your use, excluding anonymised or aggregated information.
"Customer Materials": Materials, data, information, software, equipment, or resources owned or licensed by you and provided to us, including Customer Data and Output.
"Data Protection Laws": All applicable laws, regulations, and rules relating to privacy, data security, and data protection, including GDPR, UK GDPR, CCPA/CPRA, LGPD, PIPEDA, and implementing regulations.
"Documentation": The current product descriptions, specifications, and user guides for the Services available at www.shadowcmo.com.
"ISW AI Venture Materials": Software, programs, tools, systems, data, connectors, Confidential Information, or other materials provided by us (excluding the Platform itself).
"Malware": Programs or code intended to prevent, impair, or adversely affect computer software, hardware, networks, or services, including viruses, worms, trojans, ransomware, spyware, and similar malicious code.
"Output": Content in the form of files, images, videos, or campaign materials generated by the Services that you export, print, download, or extract during the Subscription Term.
"Personal Data": Data relating to an identified or identifiable living person, as defined under applicable Data Protection Laws.
"Platform": ISW AI Venture's ShadowCMO-branded SaaS platform and related interfaces accessible at www.shadowcmo.com.
"Proprietary Rights": Intellectual property rights including patents, trademarks, service marks, trade names, copyrights, design rights, database rights, trade secrets, know-how, and all applications and registrations thereof, worldwide.
"Services": The ShadowCMO platform, software, tools, features, and related services provided by ISW AI Venture.
"Subscription Term": The period for which you have paid access to the Services, including any renewal periods.
"Taxes": All applicable sales, use, value-added (VAT), goods and services, consumption, and similar taxes and fees.
"Third-Party Services": Third-party applications, APIs, services, or websites that may integrate with or be accessed through the Platform.
For questions or concerns regarding these Terms, please contact:
Email: legal@shadowcmo.com
Website: www.shadowcmo.com
Address: Roosbergsweg 12A, 4854PM Bavel, Netherlands
END OF TERMS AND CONDITIONS