1. Acceptance of these Terms
These Terms of Service ("Terms") form a binding contract between ClaimShielded Inc. ("ClaimShielded") and the entity that signs a ClaimShielded Order Form, or that uses the platform under an executed Master Services Agreement ("Customer", "you"). By signing an Order Form or accessing the platform, you confirm you have authority to bind your organization and that you accept these Terms in full.
2. The services we provide
ClaimShielded provides a software platform and managed operations that classify, defend, intercept and report on payment-network disputes for merchants. The exact scope is described in your Order Form and may include real-time intelligence, pre-dispute alert handling, representment, descriptor and ratio control, refund orchestration, and reporting modules.
We do not move funds, take title to funds, or act as a merchant of record. All financial movements remain executed through your existing processor, gateway and acquirer relationships under credentials you control.
3. Your account and authorized users
You are responsible for keeping access credentials secure, defining roles within the platform, and removing former employees promptly. Authorized users are bound by these Terms when they access the platform on your behalf. We log every authentication event and surface those logs to your administrators in real time.
4. Fees and billing
Fees are set out in the Order Form. Base subscription fees, where applicable, are billed monthly in advance. Success fees are calculated on revenue we recover, intercept or prevent under the methodology defined in your Order Form, billed monthly in arrears, and shown line-by-line in your invoice. Disputed line items must be raised within 30 days of invoice receipt and are not grounds to withhold the undisputed portion.
Taxes (including VAT, GST and applicable US sales tax) are not included in stated fees and will be billed where applicable. Late invoices accrue interest at the lower of 1.5% per month or the maximum allowed by law.
5. Authorization to act on your behalf
You authorize ClaimShielded to submit representment cases and respond to pre-dispute alerts on your behalf, using the OAuth-scoped access you grant during onboarding. We act strictly within the rules of each payment network and the scope you configure in your account.
You remain the merchant of record for every transaction. Nothing in these Terms transfers ownership of customer relationships, payment instruments, refund authority or settlement funds.
6. Intellectual property
The platform, models, datasets, representment templates, documentation and trade marks are owned by ClaimShielded or licensed to us. You receive a non-exclusive, non-transferable, revocable right to use the platform during the term. You retain ownership of your data and any output uniquely tied to your business operations.
7. Warranties and disclaimers
We warrant that we will provide the services with reasonable skill and care and in accordance with our published service-level commitments. Except as expressly stated, the platform is provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.
We do not warrant that every representment will succeed or that every dispute will be intercepted. Our published win rates are aggregate and not a guarantee of outcome on any individual case.
8. Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential or punitive damages, including loss of profits or revenue. Each party's total aggregate liability for any claim arising from these Terms is capped at the amounts paid by Customer to ClaimShielded in the twelve months immediately preceding the event giving rise to the claim.
9. Termination
Either party may terminate for convenience on 30 days' written notice. Either party may terminate for material breach if the breach remains uncured 30 days after written notice. Upon termination we will deliver a complete data export within seven business days and permanently delete production data within 30 days, subject to the retention obligations described in our Privacy Policy.
10. Disputes and governing law
These Terms are governed by the laws of the State of New York, without regard to conflict of laws principles. Any dispute will first be addressed in good-faith negotiation between senior representatives of each party. If unresolved within 60 days, disputes will be submitted to confidential binding arbitration administered by JAMS in New York County, except either party may seek injunctive relief in a competent court of law.
11. General
These Terms, together with the Order Form, DPA and any policies referenced herein, are the complete agreement between the parties. Assignment requires written consent except in connection with a merger, acquisition or sale of substantially all assets. No waiver is effective unless in writing. If any provision is held unenforceable, the remainder remains in full force and effect.
Notices to ClaimShielded must be sent to support@claimshielded.com with a copy by post to 594 Broadway, Suite 701, New York, NY 10012.