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Terms of Service

Effective September 17, 2026

These Terms of Service (“Terms”) govern your access to and use of Shadway’s websites, software, APIs, SDKs, hosted services, agent runtime, managed capabilities, and related products and services (collectively, the “Services”).

These Terms are an agreement between you and Shadway, Inc. (“Shadway,” “we,” “us,” or “our”). If you use the Services on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity to these Terms, and “you” refers to that entity.

By accessing or using the Services, you agree to these Terms.

1. The Services

Shadway provides infrastructure for creating and operating AI-driven agents and long-running tasks.

Depending on the features you configure and your service plan, the Services may allow agents to:

  • use AI models;
  • interact with websites and web applications;
  • call APIs and external software;
  • send and receive email;
  • send and receive text messages;
  • make or participate in telephone calls;
  • access connected accounts or data sources;
  • wait for external events;
  • request human input or approval;
  • store and use information needed to complete a task;
  • coordinate actions across multiple systems;
  • continue executing over extended periods of time; and
  • record actions, approvals, decisions, evidence, and execution history.

We may refer to a long-running unit of delegated work as a “Task,” “Task,” or similar term within the Services.

The specific functionality available to you may depend on your plan, configuration, geographic location, account status, integrations, service limits, and whether a feature is in beta or limited availability.

2. Accounts and Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.

You are responsible for:

  • providing accurate account information;
  • maintaining the security of your account;
  • safeguarding API keys, authentication credentials, and other access mechanisms;
  • controlling who may access your organization;
  • assigning appropriate permissions to your users and agents; and
  • promptly notifying us if you believe your account or credentials have been compromised.

You are responsible for activity occurring through your account unless caused by Shadway’s breach of these Terms.

You may not share credentials in a manner that circumvents account, usage, security, or service limits.

3. Delegated Actions and Your Responsibility

Shadway allows you to delegate actions to software agents.

You control the goals, instructions, permissions, limits, connected systems, approvals, and capabilities made available to those agents.

Shadway may provide technical controls intended to restrict, approve, deny, verify, record, or otherwise govern agent actions. These controls reduce risk but do not guarantee that an agent will always behave as you intended or that an external system will produce the expected result.

You are responsible for determining whether:

  • your instructions are appropriate;
  • an agent should be permitted to take a particular action;
  • a connected account may lawfully be accessed;
  • a recipient may lawfully be contacted;
  • human approval should be required;
  • financial or other limits are appropriate;
  • information supplied to an agent may lawfully be processed;
  • an action requires additional review or professional judgment; and
  • the use of an agent complies with laws, contracts, policies, and obligations applicable to you.

Where the Services ask you to approve an action, your approval authorizes Shadway to cause that action to be submitted to the applicable service or provider.

You should review permissions and limits carefully before allowing autonomous execution.

4. AI Systems and Model Behavior

The Services use artificial intelligence systems supplied by Shadway and/or third-party model providers.

AI systems are probabilistic. They may produce incomplete, inaccurate, unexpected, misleading, or otherwise incorrect outputs or plans.

An agent may misunderstand instructions, interpret ambiguous information incorrectly, encounter inaccurate information on third-party systems, or experience circumstances that were not anticipated when a task began.

You acknowledge that:

  1. AI output should not automatically be assumed to be accurate.
  2. Similar instructions may produce different results.
  3. Guardrails and approval mechanisms reduce but do not eliminate risk.
  4. Some actions may have consequences that cannot be automatically reversed.
  5. You remain responsible for deciding what authority to delegate.

Shadway does not provide legal, medical, financial, accounting, tax, or other professional advice through the Services.

You should not rely on autonomous execution where applicable law or the circumstances require qualified professional judgment or direct human supervision.

5. Connected Services

The Services may interact with third-party products and services, including email providers, telephone networks, messaging providers, browsers, websites, cloud services, AI model providers, identity providers, payment providers, and other applications (“Third-Party Services”).

You authorize Shadway to transmit instructions and data to Third-Party Services as reasonably necessary to provide functionality you enable.

Your use of Third-Party Services may also be governed by agreements between you and those providers.

Shadway does not control Third-Party Services and is not responsible for:

  • their availability;
  • their security;
  • their content;
  • changes to their APIs or policies;
  • actions they take in response to requests;
  • suspension or termination of your third-party accounts;
  • charges imposed by them; or
  • failures, delays, mistakes, or other conduct by those providers.

We may modify, replace, restrict, or discontinue an integration if a third-party provider changes its service or if we determine that continuing the integration presents operational, security, legal, or reliability concerns.

6. Email, SMS, Telephone, and External Communications

If you use Shadway to communicate with another person or organization, you are responsible for ensuring that the communication is lawful.

This includes compliance with applicable laws and rules concerning:

  • consent;
  • telemarketing;
  • automated calls;
  • prerecorded or artificial voices;
  • text messaging;
  • commercial email;
  • spam;
  • calling hours;
  • do-not-call requests;
  • recording or transcribing communications;
  • identification or disclosure requirements; and
  • communications with consumers.

You may not use the Services to send unsolicited bulk communications, conduct unlawful telemarketing, harass people, evade opt-outs, or disguise the origin of communications.

Where required, you are responsible for obtaining permission to record, transcribe, monitor, or analyze telephone calls or other communications.

7. Browser and External-System Actions

Agents may interact with websites and external computer systems on your behalf.

You may use those capabilities only with systems and accounts you are authorized to access.

You may not use Shadway to:

  • gain unauthorized access to systems or accounts;
  • bypass access controls;
  • defeat security protections;
  • scrape or extract information unlawfully;
  • interfere with the operation of another system;
  • exploit vulnerabilities;
  • impersonate another person without authorization; or
  • violate the terms or legal rights of a third party.

Websites and external systems may change while a Task is running. Information visible to an agent may be incomplete, malicious, deceptive, or outdated.

You are responsible for determining whether browser automation is appropriate for your use case.

8. Customer Content

“Customer Content” means information that you or your users submit to, transmit through, connect to, or generate through the Services, including:

  • prompts and instructions;
  • Task configurations;
  • files;
  • messages;
  • email content;
  • connected-account information;
  • API inputs;
  • call or messaging content;
  • agent-generated content;
  • approvals;
  • external events;
  • evidence; and
  • other data processed on your behalf.

As between you and Shadway, you retain your rights in Customer Content.

You grant Shadway a worldwide, non-exclusive, limited license to host, copy, transmit, process, display, and otherwise use Customer Content as reasonably necessary to:

  • provide the Services;
  • execute your instructions;
  • maintain and secure the Services;
  • prevent abuse;
  • troubleshoot failures;
  • provide support; and
  • comply with applicable law.

This license ends when the relevant Customer Content is deleted from our systems, except to the extent retention is reasonably required for backups, security, fraud prevention, dispute resolution, legal compliance, or other legitimate operational purposes.

You represent that you have all rights and permissions necessary for Shadway to process Customer Content as contemplated by these Terms.

9. Protected Information and Credentials

Certain features may allow you to connect credentials, secrets, personal information, payment information, or other sensitive data.

Shadway may use technical controls designed to limit disclosure of such information to AI models or unauthorized destinations.

However, you are responsible for deciding what information to provide to the Services and what systems may receive it.

Do not provide highly sensitive information unless it is reasonably necessary for the Task and the applicable Shadway feature is designed to process that category of information.

Unless Shadway expressly agrees otherwise in writing, the Services are not intended to constitute a system of record subject to specialized regulatory requirements such as HIPAA, PCI DSS storage requirements, classified-information requirements, or government-controlled information regimes.

10. API Keys and Customer Credentials

Shadway may allow you to use credentials issued by third-party providers, including your own AI model provider credentials (“BYOK”).

You authorize Shadway to use those credentials solely to provide the functionality you request.

You are responsible for:

  • maintaining an account with the applicable provider;
  • complying with that provider’s terms;
  • maintaining sufficient limits or credits;
  • charges incurred with the provider; and
  • revoking credentials when they should no longer be used.

Where Shadway supplies a managed provider on your behalf, applicable usage may be subject to Shadway usage limits and fees.

11. Usage Records and Execution History

To operate long-running and recoverable Tasks, Shadway may maintain durable records concerning execution.

These records may include:

  • Task state;
  • requested and executed actions;
  • policy decisions;
  • approvals;
  • denials;
  • external events;
  • timestamps;
  • evidence;
  • status changes;
  • retries;
  • usage measurements;
  • errors;
  • provider responses; and
  • related operational metadata.

These records may be used to provide execution history, reliability, auditing, debugging, security, billing, dispute resolution, and recovery functionality.

12. Fees and Billing

Certain Services may be free, usage-limited, metered, subscription-based, prepaid, invoiced, or otherwise paid.

If you purchase a paid plan, you agree to the prices and billing terms presented when you purchase it or contained in an applicable order form.

Unless otherwise stated:

  • fees are quoted in U.S. dollars;
  • applicable taxes are your responsibility;
  • fees are non-refundable except as required by law or expressly stated otherwise;
  • usage-based charges may vary based on actual use; and
  • you authorize us and our payment processors to charge applicable amounts.

We may impose usage limits, spending limits, credit requirements, deposits, prepaid balances, or other controls.

We will not charge you retroactively for usage that occurred before a pricing or billing mechanism applicable to that usage was in effect.

For enterprise customers, an executed order form or other written agreement may contain different billing terms.

13. Beta and Preview Services

Some or all of the Services may be identified as beta, preview, experimental, early access, limited availability, sandbox, or similar (“Beta Services”).

Beta Services may:

  • contain bugs;
  • change materially;
  • experience downtime;
  • lose or corrupt data;
  • have incomplete functionality;
  • have lower limits;
  • be discontinued; or
  • behave differently from generally available services.

You should not rely on Beta Services for use cases where failure could create material harm unless we expressly agree otherwise in writing.

We may impose additional restrictions on Beta Services, including restrictions on production use.

14. Acceptable Use

You may not use the Services to:

  1. violate applicable law or regulation;
  2. infringe intellectual property, privacy, publicity, confidentiality, or other rights;
  3. facilitate fraud, deception, theft, or identity theft;
  4. distribute malware or malicious code;
  5. conduct unauthorized security testing or system intrusion;
  6. send spam or abusive communications;
  7. harass, threaten, stalk, or exploit another person;
  8. evade sanctions, export controls, or other legal restrictions;
  9. create deceptive impersonations without authorization;
  10. circumvent Shadway security, permissions, quotas, safeguards, or access restrictions;
  11. interfere with or disrupt the Services;
  12. resell access in a manner not permitted by your plan or agreement;
  13. use the Services to develop or operate unlawful surveillance;
  14. cause Shadway or its providers to violate applicable law; or
  15. use an agent to perform an action that you would not lawfully be permitted to perform yourself.

We may maintain additional acceptable-use requirements for particular capabilities.

15. High-Risk Uses

Unless expressly agreed otherwise in writing, you may not rely on the Services as the sole decision-maker or control mechanism for systems where an error is reasonably likely to result in death, bodily injury, significant property damage, deprivation of legal rights, or similarly severe harm.

Examples include emergency response, medical treatment decisions, weapons systems, critical infrastructure controls, and other safety-critical systems.

16. Shadway Intellectual Property

Shadway and its licensors own all rights, title, and interest in the Services, including software, designs, documentation, trademarks, APIs, and other technology, excluding Customer Content.

Subject to these Terms, Shadway grants you a limited, non-exclusive, non-transferable, revocable right to use the Services during the term of your account.

Unless permitted by law or an applicable open-source license, you may not:

  • copy or redistribute proprietary portions of the Services;
  • reverse engineer the Services;
  • access the Services to circumvent usage restrictions;
  • remove proprietary notices; or
  • falsely represent that you created or own Shadway technology.

Publicly released SDKs, libraries, or other materials may be subject to separate licenses.

17. Feedback

If you provide suggestions, ideas, bug reports, or other feedback concerning Shadway, you grant us a perpetual, worldwide, irrevocable, royalty-free license to use that feedback without restriction or compensation.

This does not give us ownership of your Customer Content.

18. Privacy

Our collection and use of personal information is described in the Shadway Privacy Policy.

If you use the Services to process personal information belonging to other individuals, you are responsible for determining whether additional notices, permissions, agreements, or legal bases are required.

Enterprise customers may request a Data Processing Addendum where appropriate.

19. Security

We use technical and organizational measures designed to protect the Services and information processed through them.

However, no system is completely secure.

You are responsible for using reasonable security practices, including protecting credentials, configuring permissions appropriately, limiting unnecessary access, and promptly removing access that is no longer required.

If you discover a potential security vulnerability, please contact us rather than exploiting or publicly disclosing it in a manner that creates additional risk.

20. Suspension

We may restrict or suspend access to the Services if we reasonably believe:

  • your use violates these Terms;
  • your account presents a security risk;
  • your use may cause harm to Shadway, another user, a provider, or a third party;
  • payment is overdue;
  • your use threatens service reliability;
  • we are required to do so by law; or
  • continued service would expose Shadway to material legal or operational risk.

Where reasonably practicable, we will attempt to provide notice and an opportunity to resolve the issue.

We may act immediately where necessary to address security, abuse, legal, or operational risks.

21. Termination

You may stop using the Services at any time.

You may terminate your account through available account controls or by contacting us.

We may terminate these Terms or your account for material breach, unlawful activity, nonpayment, security risk, or discontinuation of the applicable Services.

Upon termination, your right to access the Services ends.

Sections that by their nature should survive termination will survive, including provisions concerning intellectual property, payment obligations, disclaimers, limitations of liability, indemnification, and dispute resolution.

22. Service Changes

We may add, modify, limit, or discontinue features.

Because Shadway depends on AI models and external providers, particular integrations or capabilities may change without substantial notice when required by provider changes, legal requirements, security concerns, or technical limitations.

We will make reasonable efforts to avoid materially disrupting paid Services without notice where practicable.

23. No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

SHADWAY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT.

SHADWAY DOES NOT WARRANT THAT:

  • THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
  • AN AGENT WILL COMPLETE A TASK SUCCESSFULLY;
  • AI OUTPUT WILL BE ACCURATE;
  • EXTERNAL ACTIONS WILL HAVE THE INTENDED RESULT;
  • THIRD-PARTY SERVICES WILL REMAIN AVAILABLE;
  • DATA WILL NEVER BE LOST; OR
  • ALL UNAUTHORIZED OR UNINTENDED ACTIONS CAN BE PREVENTED.

Some jurisdictions do not permit certain warranty exclusions, so some of these exclusions may not apply to you.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHADWAY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHADWAY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

  1. THE AMOUNT YOU PAID SHADWAY FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
  2. USD $100.

These limitations apply regardless of the theory of liability and to the maximum extent permitted by applicable law.

An enterprise agreement or order form may specify a different liability cap.

25. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Shadway and its affiliates, officers, directors, employees, and agents from claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to:

  • your Customer Content;
  • your instructions to agents;
  • actions performed through your account;
  • your use of Third-Party Services;
  • your violation of these Terms;
  • your violation of applicable law; or
  • your infringement or violation of another person’s rights.

This obligation does not apply to the extent a claim was caused by Shadway’s breach of these Terms.

26. Enterprise Agreements

If you and Shadway enter into an order form, master services agreement, data processing agreement, business associate agreement, or other written agreement governing the Services, that agreement will control to the extent it conflicts with these Terms.

27. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Except where applicable law requires otherwise, any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue.

28. Changes to These Terms

We may update these Terms from time to time.

If we make a material change, we will provide notice through the Services, by email, or by another reasonable method.

Changes become effective on the date identified in the updated Terms unless we state otherwise.

Your continued use of the Services after updated Terms become effective constitutes acceptance of those Terms to the extent permitted by law.

29. General Terms

You may not assign these Terms without our written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets.

Shadway may assign these Terms in connection with a corporate transaction or to an affiliate.

If any provision is found unenforceable, the remaining provisions remain in effect.

Failure to enforce a provision is not a waiver.

These Terms, together with incorporated policies and any applicable order form or written agreement, constitute the entire agreement between you and Shadway concerning the Services.

30. Contact

Questions about these Terms may be sent to:

Shadway, Inc.
Email: legal@shadway.com