Lexa Shield – Terms and Conditions of Use

1. APPLICABILITY

These general terms and conditions (the “Terms”) set forth the provisions applicable (i) to the use of the Lexa Shield platform and its features (the “Services,” “Service,” “Lexa Shield,” or the “platform”) offered by Elyon Labs LLC (“Elyon,” “we,” or “our”), in accordance with the applicable order form (the “Order Form”), and (ii) to all information (regardless of its form or type) that is sent, posted, disclosed, forwarded, or otherwise transferred to or through the Services by you or on your behalf (the “Material”). In these Terms, “you” or “your” means the legal entity that executed the Order Form. The Terms and the Order Form (together, the “Agreement”) apply to all agreements between you and Elyon relating to the Services. If any provision of the Terms conflicts with any provision of the Order Form, the provisions of the Order Form shall prevail. By accepting, you agree that your rights and obligations regarding the Services are governed by these Terms and you undertake to comply with them.

By using Lexa Shield, you fully adhere to the provisions set out in these Terms and in the:

(i) Privacy Policy;
(ii) Legal Notices; and
(iii) Cookie Policy.

We make clear that the Services are not intended for minors under 18. Accounts identified as belonging to minors may be terminated immediately at Elyon’s sole discretion.

2. SCOPE OF SERVICES

The Services are provided as Software as a Service (SaaS), with scope defined in the Order Form. Elyon reserves the right to periodically change the structure, appearance, and content of the Services without prior notice. You are responsible for maintaining compatible hardware, software, and Internet access that are, from time to time, required to use the Services.
Please note the platform is designed to analyze corporate contracts, internal HR manuals, ISO standards, internal policies, governance documents, and marketing and compliance materials, and we do not guarantee the effectiveness of Lexa Shield on documents that do not strictly fall within this list.

The platform is provided “as is,” and we do not warrant any merchantability, fitness for a particular purpose, or continuous performance.

3. ACCESS TO THE SERVICES

The Services must be used only by you and your authorized representatives. The Services must be used in accordance with the Agreement, applicable law, and any specific instructions that may be provided by Elyon. Any attempt to access the source code of any software included in the Services—such as by disassembly, hacking, or any similar measure—is strictly prohibited.

You are solely responsible for protecting your password(s) so that no one can access your Lexa Shield online account. This includes the duty to (i) protect computers and other data media where the password is stored or used, (ii) choose a password that is not easy to guess, and (iii) keep the password secret and not record it in a way or place where it can be associated with the account and used by third parties. You must immediately notify Elyon if you suspect any unauthorized person has gained access to your password or account. Elyon reserves the right, at any time, to suspend your access to the Services if Elyon considers, or has reasonable grounds to suspect, that you have violated these Terms or that there is a security risk, without any compensation being due.

Access to the Service is provided exclusively through a supported identity provider (Auth0), including email with MFA, Google, Microsoft, and corporate SSO options. For contractual purposes, the user’s effective profiles and permissions are those defined by Lexa Shield’s internal records (backend), which prevail over any attributes received from the IdP. Any discrepancies between IdP information and effective permissions may be logged for audit and security purposes.

4. USE OF CONTENT

By sending, posting, disclosing, sharing, or otherwise transferring to Lexa Shield, for the purpose of providing the Services, files of any kind, writings, images, audio, and the like (“Content”), you warrant that you have the right to take such actions regarding the Content (or parts thereof) and that you hold the necessary third-party consents, including that Lexa Shield’s use of the Content in accordance with the Agreement does not violate any agreement, law, or third-party rights—for example, intellectual property rights and data protection laws. By sending, posting, disclosing, sharing, or otherwise transferring Content to or through the Services, you also grant Elyon a non-exclusive, transferable, sublicensable, fully paid license to use the Content (or parts thereof) so that Elyon may fulfill its obligations under the Agreement and improve the Services. By accepting these Terms, you acknowledge that you are solely responsible for all losses and damages and/or claims made by third parties arising from your use of the Content. You shall also indemnify and hold Elyon harmless from all third-party claims related to the use of the Content.

We reserve the right to delete any and all content reported as illegal or infringing third-party rights or human rights and, if this occurs, we may immediately terminate the Agreement.

5. INTERRUPTIONS, ERRORS, ETC.

You acknowledge that maintenance, updates, bugs, and other planned or unplanned causes or circumstances may lead to interruptions or errors in the Services and accept that your use of the Services may be subject to such interruptions and errors. You also agree that the content of the Services is built together with its users and that, like most Internet-based services, the Services are exposed to different security risks. We actively work and take reasonable measures to keep our services available, secure, and error-free. Our system and database are hosted on Amazon Web Services (AWS) and are protected by AWS’s certified infrastructure (ISO/IEC 27001, ISO/IEC 27017, ISO/IEC 27018, SOC 1/2/3, PCI DSS, and FedRAMP). The IT security of the Services is further covered by additional layers implemented by Lexa Shield, including multi-factor authentication (Auth0), firewall and malware monitoring (Wordfence Security), and TLS/SSL encryption, or other IT security that may be periodically communicated. Except as expressly set forth in these Terms, no warranties are provided regarding the Services.

The platform may apply technical limits per account and per period—including restrictions on number of uploads, data volume, simultaneous sessions, and request rate—to preserve Service stability and security. These limits may be adjusted proportionally to usage, without contractual amendment, upon notice we will send you. Lexa Shield may also block or suspend access that constitutes unauthorized automation, scraping, API abuse, attempts to bypass technical controls, or any use contrary to these Terms. In the event of a violation, measures may be immediate, when necessary, to mitigate operational or security risk, without prejudice to other contractual remedies.

6. TERM, TERMINATION, AND REFUNDS

The Services begin on the date indicated in the Order Form and continue until the term indicated in the Order Form. If neither party gives written notice of termination to the other at least 30 days before the end of the term, the Agreement term will automatically renew for a period equal to the initial term, unless otherwise agreed in writing by the parties.

You may request early termination of your access to Lexa Shield only within the first 30 days of the term; after this period, no refunds will be available except as described below.

You will receive a proportional refund for months paid in advance or cancellation of future installments, less the “Startup Costs” indicated in the Order Form. Startup Costs cover our expenses for the sales process, your profile setup, training, and platform integration, and therefore are non-refundable.

If termination of your access to Lexa Shield is due to a service failure—i.e., failure to meet 99.5% uptime—we will grant credits of up to 10% of the monthly fee and, in the event of a serious failure, you will be entitled to a proportional refund.

Service availability can be monitored through independent uptime-monitoring tools and, when enabled, periodic reports and/or a public status page may be made available to you. Such reports serve solely to objectively verify service levels and, when applicable, to calculate credits, which remain your sole and exclusive remedy under this clause.

In addition to the above, Elyon may terminate the Agreement immediately and without any charge or right to refund if you: (i) materially breach the Agreement or repeatedly breach your obligations under the Agreement and, where applicable, fail to cure such breach within 30 calendar days after our written notice; (ii) are declared insolvent, commence composition negotiations, suspend payments, file for corporate reorganization, or otherwise may be deemed at risk of insolvency; or (iii) send, post, disclose, share, or otherwise transfer to Lexa Shield pornography, child exploitation, data or documents deemed to originate from illicit markets, materials that infringe third-party intellectual property, hate/discrimination content, third-party personal data without authorization, or any other unlawful content.

You also agree not to send to Lexa Shield any sensitive data such as health, biometric, religious, political opinions, financial information, government identifiers (CPF, SSN, passport), or third-party trade secrets. As stated above, it is strictly and absolutely prohibited to upload to the platform content directly or indirectly related to unlawful acts, malware, phishing, spam, illegal political campaigns, child pornography, terrorism, or any material that violates third-party copyrights. If such data is sent, we may block the upload and, in situations duly flagged as unintentional, such files will be automatically deleted within 24 hours. Failure to observe these conditions will result in measures to be taken by Elyon at its sole discretion, including but not limited to full revocation of your access to Lexa Shield, without any right to refund or other compensation.

Elyon has no obligation to export or otherwise make available any Content or any other information after the Agreement expires.

7. INDEMNIFICATION AND LIABILITY

You shall indemnify and hold Elyon harmless from any liability and from all claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) that Elyon incurs or suffers as a result of (i) your breach of these Terms or (ii) third-party claims arising from the Content.

By using Lexa Shield, you understand that you are not receiving consulting or legal advisory services, nor any activity reserved to duly qualified attorneys registered with a competent body. For best use of the Services, validation by a qualified professional is recommended. Accordingly, Elyon shall never be responsible for any damage suffered by you or third parties due to information extracted from or expressly provided by Lexa Shield.

Except as otherwise provided in these Terms, Elyon shall not be liable for indemnities or damages exceeding the total amount paid in the last 12 months of the Agreement term. Elyon shall also have no liability for loss of income, loss of profits, lack of savings, loss of use, loss of production, loss of contracts, loss of goodwill, loss of data or other information, third-party claims, or indirect or consequential losses. Elyon assumes no responsibility for the Services being available at all times or provided without interruption.

The foregoing limitation shall not apply in the event of proven willful misconduct or gross negligence by Elyon.

If Elyon is implicated in any type of action due to your use of Lexa Shield, you shall seek Elyon’s dismissal from the claim and cover all costs incurred by Elyon including, but not limited to, (i) adverse judgments/costs, (ii) attorneys’ fees, and (iii) administrative or criminal fines.

8. FEES AND PAYMENT

By ordering the Service, you agree to pay the amount indicated in the Order Form. Any applicable taxes are not listed in the Order Form and shall be borne by the responsible parties in accordance with applicable local law.

Payment must be made pursuant to the invoice issued by Elyon within a maximum of twenty (20) days. Access to the platform will only be granted after effective confirmation of receipt of payment in Elyon’s bank account.

In case of delay or default, Elyon shall have the right to charge a late fee of ten percent (10%) on the outstanding amount, plus default interest of one percent (1%) per month, pro rata die.

9. FORCE MAJEURE

Neither party is liable for failures or delays in performing its obligations to the extent such failure or delay is due to a cause or circumstance beyond the party’s control, including, without limitation, interruptions or failures of the Internet or networks, telecommunications, power supply, or other infrastructure related to the platform and not under Lexa Shield’s responsibility, and if there are changes to any API rules that affect data retrieval.

Lexa Shield uses third-party services such as AWS (hosting), Stripe (payments), Auth0 (login), and Resend (emails). Any failures of these systems cannot be attributed to Lexa Shield or Elyon. Any interruptions by these providers, although impacting the experience, will not entitle you to a refund or compensation.

10. INTELLECTUAL PROPERTY RIGHTS

All content in the Services provided by Elyon—such as text, graphics, designs, logos, trademarks (including, without limitation, Lexa Shield), software, source code and object code, API, etc.—or developed by Elyon in connection with the Services (“Intellectual Property Rights”) is owned or licensed by us. You may not copy, alter, modify, reverse engineer, develop, and further distribute, publish, pirate, or otherwise access the Intellectual Property Rights (or parts thereof) without our prior written approval, under penalty of liability for direct and indirect losses and damages. Nothing in this Agreement shall be interpreted as a transfer of any rights, except as expressly set forth.

The Services are licensed to you, not sold. During the term of the Agreement, you are granted a time-limited, non-exclusive, personal right to use the Services upon payment. We retain ownership of all parts of the Services, even if certain programs or parts of the Services are installed on your computer or other device. You shall not and have no right to transfer, sublicense, or otherwise dispose of this license or your rights (or any part thereof) under the Agreement to any third party. The Services may include third-party products or components, which are licensed to you under their respective terms. Any such license terms will be communicated.

For the avoidance of doubt, you shall not, under any circumstances, with respect to Lexa Shield: hack, reverse engineer, copy, modify, pirate, or exploit vulnerabilities; sell, sublicense, redistribute, or share credentials; rebrand, white-label, or mask the platform as another service; publish Lexa Shield outputs to public repositories without authorization; use reports to train competing AI models; perform mass scraping; manipulate or defraud metrics; use the service for harassment, defamation, or spam; exploit flaws to gain unauthorized access to third-party data; or engage in any other unauthorized or unlawful practices that harm the integrity of the service, Elyon’s property rights, or the image of Lexa Shield or Elyon.

11. THIRD-PARTY CONTENT AND SERVICES

Your access to the Services may depend on services provided by third parties (e.g., Internet connectivity, APIs, and mobile services). Elyon is not responsible and assumes no liability for such services or any consequences of errors or delays in those services, nor for any changes in third-party API rules that affect data collection. Elyon also assumes no responsibility for content on your website, platform, or service, such as comment fields or similar user features related to the Content.

12. CONFIDENTIALITY

Both we and you undertake to keep confidential any information that may be considered the other party’s trade or industrial secrets (whether oral or written, electronic, or in any other form), unless the disclosing party has given its written consent. This means that neither you nor we shall disclose such information to third parties or use such information for purposes other than performing or executing the Agreement. Both parties shall also ensure that their employees, consultants, representatives, and others to whom we or you disclose such information comply with this commitment. The confidentiality obligation hereunder shall survive for 3 years after termination of the Services.

We emphasize that we will always respect the relevant legislation. This includes the possibility of mandatory cooperation with regulatory authorities such as the ANPD (Brazil), EU DPAs, and the FTC (USA). If we are served by any regulatory authority, we shall have the right and obligation to cooperate by providing any data and information requested.

13. NOTICES AND CLAIMS

Any notices regarding the Agreement must be made in writing. Messages to Elyon shall be sent by email to support@elyonlabs.ai. Messages to you will be sent to the registered email address, or the email address you have indicated or used in communications with Elyon. To avoid losing your right to make any claims under the Agreement, any claim must be made by you no later than 2 months after you discovered (or should have discovered) the grounds for the claim.

14. CHANGES TO THE TERMS

We may change the Terms for our Services at any time and will notify you when this happens. Changes will take effect 30 days after such notice. You have the right not to accept modifications and to terminate the Agreement.

15. ASSIGNMENT OF SERVICES

This Agreement or the Services may not be transferred, assigned, or sublicensed (in whole or in part) without the prior written consent of the other party. Elyon may, however, transfer or assign the Services and the Agreement in whole or in part to another company. All rights and obligations applicable between you and Elyon will then apply between you and the company that assumes the Services.

16. MARKETING REFERENCES

By entering into this Agreement, you acknowledge and approve that we may use, for example, your corporate name, logo, or trademark in our marketing, including on our website. However, if we have reason to assume that you would object to such reference, we will seek your prior consent before such use.

If you wish, you may opt out of receiving marketing campaigns, newsletters, or event invitations by notifying us of your preference.

17. GOVERNING LAW AND DISPUTES

The Agreement and the relationship between you and Elyon shall be interpreted and enforced in accordance with the law of the United States of America, without regard to any rules of private international law. To resolve disputes arising from the Agreement or the relationship between you and Elyon, proceedings shall be brought before an arbitral tribunal to be held in the county of Delaware, with an express waiver of jury trial. In the event of an adverse ruling against Elyon, liability shall be limited to the amount paid in the last 12 months of the Agreement term.

18. GENERAL PROVISIONS

Any and all amendments to the Agreement must be formalized by a contract addendum signed by both Parties. Verbal arrangements shall have no effect.

You acknowledge that use of the Services by individuals or companies located in embargoed countries or listed on international sanctions is expressly prohibited. By using Lexa Shield, you represent and warrant that you do not fall into such category and, in case of non-compliance, you shall indemnify Elyon, assuming full legal and financial responsibility.

If any clause of these Terms is declared null or unenforceable in any situation or to any extent, the remaining portion of the clause and of this instrument, or the application of that portion or clause in a different situation or extent, shall remain valid and enforceable to the maximum extent permitted by law.

The Parties mutually represent and warrant that: (i) they have all powers and authority and have taken all necessary measures to execute this instrument and fulfill the obligations set forth herein, as well as to consummate the transactions contemplated herein; (ii) the execution and performance of this instrument and all documents to be executed and performed as set forth herein do not and will not violate any third-party rights, applicable law or regulation, or constitute a breach, default, or non-performance of any contract, instrument, or document to which it is a party or by which any of its properties are bound and/or affected, nor require any authorization under any contract, instrument, or document to which it is a party or by which any of its properties are bound and/or affected; and (iii) this instrument constitutes a legal, valid, binding, and enforceable obligation in accordance with its terms.

The Parties are independent, and this Agreement does not imply any other form of association, consortium, or joint liability between the Parties, and neither may represent the other before third parties without express written authorization to do so. Under no circumstances shall it be interpreted as a relationship of principal and agent, an association of legal entities, an association of a legal entity and an individual, a partnership of any kind, an employer-employee relationship, or any other form other than that set forth herein.

19. ACKNOWLEDGMENT & ACCEPTANCE

By accessing or using the Lexa Shield platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms and the Agreement as a whole. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

These Terms govern the use of Lexa Shield, a platform operated by Elyon Labs LLC. For any questions or support requests regarding the Services, please contact us at:
📧 support@lexashield.com

Effective Date: September 30th, 2025
Last Updated: September 30th, 2025