Terms of Service for ShawTech, LLC

1. Definitions

For these Terms:

• “Services” means ShawTech website features and all offered service paths, including PGH Core, PGH Core+, and BRIDGE.
• “PGH Services” means PGH Core and PGH Core+ portals, agents, dashboards, and related reporting.
• “BRIDGE” means ShawTech's readiness review services, scoping, on-site review activities, deliverables, and walkthroughs as defined in the applicable scope or agreement.
• “Customer Data” means data, system information, documents, and materials you provide or authorize us to process through the Services.
• “Order Form / SOW” means a quote, order form, proposal acceptance, statement of work, or similar written agreement describing purchased services and scope.

2. Acceptance and authority

By accessing our website, creating an account, purchasing services, installing agents, participating in a BRIDGE engagement, or using ShawTech reports or portals, you agree to these Terms.

If you use the Services on behalf of a company or organization, you represent and warrant that you have authority to bind that organization, and “you” includes that organization.

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

3. Eligibility and business use

The Services are intended for business and organizational use. You must be at least 18 years old and legally able to enter binding agreements. The Services are not intended for personal, household, or child-directed use.

4. Service scope and important limitations

A. PGH Core and PGH Core+

PGH Services provide monitoring, visibility, reporting, and related platform functions. PGH Services are designed to help you understand system health, updates, and risk-related signals. They are not a substitute for all IT operations, backups, security controls, or business continuity planning.

PGH Core+ includes enhanced reporting features compared to PGH Core, but neither tier is a guarantee of threat detection, prevention, or loss avoidance.

B. BRIDGE

BRIDGE is a readiness-focused review and planning service. BRIDGE is not a formal audit, certification, attestation, legal determination, or penetration test. BRIDGE deliverables are intended to support planning, prioritization, and readiness conversations.

BRIDGE does not include hands-on remediation, implementation, or ongoing managed services unless those services are specifically described in a separate signed writing.

C. No guarantee of outcome

• We do not guarantee that all vulnerabilities, threats, incidents, or failures will be identified or prevented.
• We do not guarantee regulatory, audit, insurance, or contractual outcomes.
• We do not guarantee uninterrupted service availability, report generation, or third-party system availability.

You remain responsible for your systems, business decisions, backups, access controls, vendor management, and how you respond to information we provide.

5. Customer responsibilities and permissions

You agree that you will:

• Provide accurate information reasonably needed to deliver the Services.
• Maintain the security of your accounts, credentials, tokens, and administrator access.
• Install agents and connect tools only on systems you own or are authorized to manage.
• Obtain required permissions, notices, and approvals before asking us to process Customer Data.
• Review and act on reports, alerts, and deliverables using appropriate internal or external personnel.
• Maintain backups and recovery capabilities appropriate for your business.
• Promptly notify us of suspected unauthorized use of the Services or compromise of ShawTech credentials.

You are solely responsible for remediation, implementation timing, and operational decisions made based on Service outputs.

6. Acceptable use and prohibited conduct

You may not use the Services to:

• Break the law, violate privacy rights, or infringe intellectual property rights.
• Access, monitor, or collect data from systems you are not authorized to manage.
• Interfere with the operation, security, or integrity of ShawTech systems or other customers' use of the Services.
• Upload malware, malicious code, or content intended to disrupt or damage systems.
• Attempt to reverse engineer, bypass security, or misuse APIs, agents, or portal features beyond authorized use.
• Resell, sublicense, or provide the Services to third parties except as expressly authorized in writing.

We may investigate suspected misuse and may suspend or terminate access to protect the Services, customers, or third parties.

7. Accounts, access control, and security actions

You are responsible for managing user access within your organization and for promptly removing access when staff or contractors no longer need it. We may require password resets, temporarily restrict access, or take other security actions if we reasonably believe there is misuse, compromise, fraud, or a threat to service integrity.

When practical and appropriate, we will notify you of significant account security actions. We may withhold details where disclosure would increase risk, hinder an investigation, or violate law.

8. Orders, pricing, billing, and taxes

Pricing, service levels, and billing terms are set in the applicable plan page, Order Form, SOW, or checkout flow. If there is a conflict, the signed Order Form or SOW controls for the purchased services.

• Fees are due as stated in your plan or invoice and are non-refundable except where required by law or expressly stated in writing.
• Late or missed payment may result in suspension, restricted access, delayed deliverables, or termination.
• You are responsible for applicable taxes, duties, or governmental charges, except taxes based on ShawTech's net income.
• We may change pricing for future terms with advance notice as described in your plan or applicable law.

Promotional pricing, credits, and discounts (if any) are subject to their stated terms and may be changed or ended for future purchases at any time.

9. Plan limits, device counts, and service adjustments

Some PGH plans include device-count or feature limits (for example, maximum devices for a tier). You are responsible for selecting a plan that matches your environment.

If usage exceeds plan limits, we may require an upgrade, adjust features, restrict additional devices, or suspend affected functionality until the account is brought into scope. We will generally attempt to notify you before taking action when reasonable, but may act sooner if needed to protect service stability, billing accuracy, or security.

10. Customer Data, privacy, and confidentiality

Our Privacy Policy explains how we collect and use information. By using the Services, you acknowledge the Privacy Policy and agree to the practices described there, subject to any superseding signed agreement.

As between the parties, you retain rights in your Customer Data. ShawTech may access, use, process, transmit, and store Customer Data only as needed to provide, secure, support, and improve the Services, comply with law, enforce our agreements, and as otherwise authorized by you in writing.

We treat Customer Data as confidential and will not sell it. Confidentiality obligations do not apply to information that is publicly available through no fault of ShawTech, was rightfully known to ShawTech without confidentiality obligations, was independently developed without use of your confidential information, or was lawfully received from a third party without confidentiality restrictions.

11. Third-party services and dependencies

The Services may rely on third-party providers for hosting, infrastructure, monitoring, payments, email delivery, ticketing, scanning, or other support functions. Third-party outages, API changes, service restrictions, or failures may affect the Services. ShawTech is not responsible for third-party services outside our reasonable control.

Where third-party tools are used in connection with BRIDGE or PGH reporting, outputs may reflect the limitations, data quality, or timing of those tools.

12. Intellectual property and permitted use

ShawTech and its licensors own all rights, title, and interest in the Services, software, portal interfaces, report formats, branding, and related content, excluding your Customer Data and any third-party components.

Subject to these Terms and payment of fees, ShawTech grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to use the Services for your internal business purposes during the applicable service term.

You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, or create derivative works from the Services except where explicitly permitted by law and only after prior written notice to ShawTech where legally allowed.

13. BRIDGE and PGH outputs are decision-support information

Reports, dashboards, findings, readiness plans, and other outputs are provided as decision-support information for business and technical review. They do not constitute legal advice, financial advice, insurance advice, audit opinions, or compliance certification.

You are responsible for independent evaluation and for consulting qualified professionals (including legal counsel, auditors, insurers, or technical specialists) when needed.

14. Suspension and termination

We may suspend or terminate access immediately, with or without prior notice, if we reasonably believe you have violated these Terms, failed to pay amounts due, created security or abuse risk, or if continued service would expose ShawTech, other customers, or third parties to harm.

Either party may end a service relationship as described in the applicable plan, Order Form, or SOW. If no written term is stated, either party may terminate on reasonable written notice, subject to payment obligations and any minimum billing period already started.

Upon termination, your access rights end, but sections that reasonably should survive (including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute terms) will survive.

15. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless ShawTech, LLC and its owners, officers, employees, contractors, and agents from and against claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Services.
• Your breach of these Terms or any applicable law.
• Your Customer Data, including claims that you lacked rights or authority to provide it.
• Your remediation decisions, implementation work, or failure to act on identified issues.

16. Disclaimers and warranties

To the fullest extent permitted by law, the Services are provided “as is” and “as available.” ShawTech disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

ShawTech does not warrant that the Services will be uninterrupted, error-free, timely, perfectly secure, or compatible with every environment, tool, or device.

17. Limitation of liability

To the fullest extent permitted by law, ShawTech will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost savings, loss of goodwill, loss of data, business interruption, replacement costs, or procurement of substitute services, arising out of or related to the Services, even if advised of the possibility of such damages.

To the fullest extent permitted by law, ShawTech's total aggregate liability arising out of or related to the Services, whether in contract, tort (including negligence), statute, or otherwise, will not exceed the greater of (a) the amounts paid by you to ShawTech for the specific Service giving rise to the claim during the six (6) months before the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100).

Nothing in these Terms limits liability that cannot be limited under applicable law.

18. Force majeure

ShawTech is not liable for delay or failure to perform caused by events beyond our reasonable control, including internet or utility outages, cloud provider failures, labor disputes, acts of government, civil unrest, natural disasters, or widespread cyber events affecting infrastructure providers.

19. Changes to services and these Terms

We may update the Services to improve security, reliability, and functionality, and may update these Terms from time to time. We may also discontinue features or plans, subject to applicable contract commitments.

When we make material changes to these Terms, we will update the “Last updated” date and may provide additional notice by website, portal, or email. Continued use of the Services after the effective date of updated Terms means you accept the updated Terms, to the extent permitted by law.

20. Governing law, venue, and dispute process

These Terms are governed by the laws of the Commonwealth of Pennsylvania and applicable U.S. federal law, without regard to conflict of law rules.

Before filing a claim, the parties agree to first attempt in good faith to resolve the dispute by written notice and a business discussion within thirty (30) days, unless urgent injunctive relief is needed.

Unless otherwise agreed in writing, any dispute not resolved informally will be brought exclusively in state or federal courts located in Pennsylvania, and each party consents to personal jurisdiction and venue in those courts.

21. Miscellaneous

• Entire agreement: These Terms, the Privacy Policy, and applicable Order Forms/SOWs are the complete agreement for the Services they cover.
• Order of precedence: A signed Order Form or SOW controls over these Terms for conflicting commercial or scope terms for that engagement.
• Severability: If any provision is unenforceable, the remaining provisions remain in effect to the fullest extent allowed by law.
• Waiver: Failure to enforce a provision is not a waiver of future enforcement.
• Assignment: You may not assign these Terms without our prior written consent. ShawTech may assign these Terms in connection with a merger, sale, or reorganization.
• Electronic communications: You agree that electronic notices, records, and signatures may be used where legally permitted.