These terms of service (the "Terms") govern your use and access to the services, goods, software and Websites (together the "Services") of Blade Global Corporation (“we” or “Blade”), including your access to Shadow®, our cloud-based personal computer service. References in these terms to the “Websites” are to www.shadow.tech, www.blade-group.com, and all other websites of Blade Global and its affiliates.
Some of our Services may from time to time be subject to additional terms and conditions, which you will be asked to accept before those Services are offered to you. These additional terms will supplement and prevail over these Terms with respect to the Services concerned.
Our Services are not intended for, and may not be used by people under the age of 13. By using our Services, you represent and warrant to us that you are at least 13 years of age and are lawfully able to accept these Terms, and purchase and/or use the Services.
Shadow® is a cloud-based personal computer. It works in a similar way to a standard PC. Once your subscription is active, you can install your favorite software and store your data and content. Unless indicated otherwise, it runs on Windows 10 Home.
Shadow® can be accessed from any connected device (PC, tablet, smartphone, smart TV) (each a “Third-Party Device”), provided that Software has been developed for the device’s operating system.
Shadow® may also be accessed using a specific terminal developed by Blade (the "Terminal"), if the Terminal is available for sale and/or rent in your jurisdiction. This Terminal must be connected to a screen and a keyboard and/or a mouse, which are not currently provided by Blade.
Technically, in both cases, your inputs (keystrokes, moving the mouse, etc.) are sent from the Terminal or Third-Party Device to Blade's data center infrastructure. The servers process the information received and send a signal to the Terminal or Third-Party Device which enables it to display the image on the User's screen and play the corresponding sound. For Shadow® to operate, you must, therefore, be connected to the Internet.
You may be offered several subscription periods for Shadow®. Your subscription period will be calculated from the date on which your Shadow® computer is set up and available for use (the "Start Date"). We will send you an e-mail to inform you of that date. The subscription will continue from the Start Date for the term you selected (the "Subscription Period"). (If you decided to rent or purchase a Terminal, the Start Date will not be deferred until the delivery date of the Terminal.)
Your subscription will then automatically renew for successive periods equal to your then-current subscription term, unless no later than the day preceding the end of the then-current term, you have cancelled your subscription or chosen another subscription term. The renewed subscription will be on the same terms as the current subscription, unless we have amended our pricing or other terms before the renewal date (see Subscription fee below).
The cost of the Services is the price that was agreed by you when you purchased your subscription. This price will remain unchanged until the end of your then-current Subscription Period.
We will inform you reasonably in advance of any proposed increase in the price of the Services you have purchased. We will seek your consent to the new price before any such increase becomes effective. However if you have not agreed to the new price by the effective date of the proposed price increase, we may at our discretion cancel your subscription at the end of the then-current Subscription Period, or transition you subscription to the plan which is most similar to your then-current subscription.
If you selected a monthly plan, or a longer plan that involves monthly payments, you will generally be charged a full month at the time of purchase of your subscription. Subsequent monthly payments will be charged on or about the same date in every subsequent month of the Subscription Period (or renewed Subscription Period). If you selected a prepaid plan, you will generally be charged the full amount of the plan at the time of purchase of your subscription.
You are responsible for making timely payments for the Services, including ensuring that any banking information supplied to Blade is accurate at all times. Blade reserves the right to suspend your access to the Service if you default on a payment, and/or charge late payment fees equal to five (5) US dollars per default. We cannot guarantee that access to the Service can be restored immediately when a payment default is cured. In addition, if your access to the Services has been suspended as a result of a payment default, you will not be entitled to any refund in respect of the suspension period, and the full subscription fee shall remain due. If the Service is cancelled by Blade as a result of non-payment (see Termination), the fees for the entire Subscription Period shall be payable to Blade immediately.
Change of subscription term
You may change the term of your Subscription Period online, via your User Account. If you choose a longer term, the change will become effective on the next payment date (and the new Subscription Period will start on that date). If you choose a shorter Subscription Period, the change will become effective at the end of your then-current Subscription Period.
For example, if you purchased a monthly subscription for which the Start Date is June 15, and you decide to change to an annual subscription on July 6, then your monthly subscription will continue until and including July 14, and your annual Subscription Period will start the following day. The annual subscription will run from July 15 until July 14 of the following year.
Change of subscription plan; Purchase of optional Services
You may be offered to purchase one or more optional services, such as additional storage, or change your subscription plan. In general those purchases and changes will be available from your User Account. (If you would like to change the term of your subscription, see Change of subscription period.)
Unless otherwise indicated, your purchase of new options and upgrades in your subscription plan will become effective immediately (subject to any time period required for activation). The option or upgrade will be billed to you on a pro rata basis, from the date of activation until the end of the then-current Subscription Period. The options will be tacitly renewed in the same way as the main offer, and will be billed in addition to the main subscription.
If you would like to change to an inferior subscription plan or cancel one or more options, the change and/or cancellation will take effect on the first day after the end of your then-current Subscription Period. For example, if the Start Date is October 5 for a monthly subscription, and you cancel an option on October 19, the change of plan or cancellation of the option will take effect on November 5.
If you have purchased additional storage, it is your responsibility to ensure that you have freed the optional space prior to the effective date of cancellation of the option. Blade may immediately and permanently delete any Data found on a hard disk which is no longer subscribed to by the User.
Certain services may from time to time be offered on a “pre-order” basis. Those Services include the Shadow® units made available for subscription in the U.S. in January 2018.
“Pre-order basis” means that the Service purchased by the User is not yet fully available, and therefore the time period for delivery of the Service to the User may be greater than usual.
We will keep you regularly informed of the estimated date on which the Service may be accessed, and will strive to meet or beat the announced deadline. We cannot guarantee, however, that a Service offered on a pre-order basis will be available on a particular date.
Billing for Shadow® pre-orders will work in the same way as regular subscriptions: you will be charged the price of one month of subscription at the time of your pre-order, with respect to your first month of access. The next payment will be charged one month after the Start Date of your subscription. Your subscription term will be calculated from the Start Date, and for the period you have selected.
Blade may from time to time offer its Users certain benefits for referring additional Users to us. Information on any such referral programs will be available on the Websites. Unless otherwise specified, access to those programs is subject to compliance with these Terms by both the referring and the referred User.
Some of our Services allow you to download Software. Software includes, for example, the apps we have developed to allow you to access Shadow® from your Third-Party Devices. Software may update automatically.
The Software is licensed and not sold. So long as you comply with these Terms, Blade grants you a worldwide, personal, limited, non-exclusive, non-transferable, non-sub-licensable and revocable license to use the Software, only (i) for private and non-commercial use, (ii) on compatible Third-Party Devices belonging to the User, and (iii) for the sole purpose of enabling the User to access the Services. The license is granted to the User for the duration of the User’s Subscription Period, and will terminate at the end of that period.
This User license includes the right to install and use a copy of the Software on each Third-Party Device.
Blade reserves all other rights to the Software. In particular, you are not authorized to (i) circumvent or avoid the technological protection measures included in or relating to the Software; (ii) disassemble, decompile, decrypt, illegally penetrate, copy, reverse-engineer, use or reconstruct the logic of the Software, unless expressly authorized by copyright regulation; (iii) separate the Software components to use them on different devices; (iv) publish, copy, transfer, rent, sell, export, import, distribute or lend the Software; (v) transfer the Software, Software licenses or any other right to access or use the Software; (vi) make unauthorized use of the Software in a way that could interfere with the use of the Services by third parties; or (vii) attempt to do or assist anyone in doing or attempting to do any of the foregoing.
We will provide you with a license for any Software components offered under an open source license. The terms of any such open source license may prevail over some of these Terms.
Users who wish to access Shadow® from a Third-Party Device are encouraged to verify with Blade that there is Software which can be used to do so. Blade plans to continue developing the Software required to access Shadow® from the largest number of Third-Party Devices as possible, but cannot guarantee that there is a Software for each of them.
Your Shadow® may be linked to most standard peripherals (printers, joysticks, etc.).
However, Users are advised to check with Blade that his or her peripherals are compatible with the Services and/or Terminal and Third-Party Devices that he or she wishes to use. We plan to make further IT developments to ensure that the Service is compatible with as many peripherals as possible, but cannot guarantee that it is or will be compatible with all existing peripherals. In particular, the performance of some peripherals may be affected if the User's Internet connection, e.g. his or her bandwidth, is not enough to ensure use under the best possible conditions.
Blade may use any hardware or service providers it sees fit to ensure the functioning of the Services. Those hardware and service providers may change over time. In particular, we intend to replace the hardware used for the Services regularly, so that our Services continue to be competitive. We are solely responsible for selecting the hardware and service providers we use in connection with the Services, in our discretion. The User therefore acknowledges and agrees that he or she may not make any complaint or demand with respect to Blade's choice of hardware and service providers.
The User further acknowledges and agrees that Shadow® uses an automatic shut down and/or standby mechanism to ensure optimal allocation of our IT resources.
Unless indicated otherwise, Shadow® works with a Windows Home operating system (OS).
Unless otherwise indicated, we will pay for the License on your behalf. Provided that you comply with these Terms we will not ask you to refund the cost of the License to us at any time during your Subscription Period; provided, however, that upon the termination of your Subscription Period for any reason, the return of the License to us will return to us at no cost.
Access to the Services requires a working Internet connection. This connection is not included in our Services. The quality of the Services will depend on the quality of your connection (e.g. in terms of stability, bandwidth, Ping time).
You are responsible for your Internet connection. Accordingly, we cannot be held liable for interruptions or alterations of our Services as a result of interruptions or alterations of your Internet access. We will not offer any refund if your access to the Services has been interrupted or altered as a result of an issue with your Internet access.
In addition, you acknowledge and agree that your use of the Services may result in the transfer of large volumes of data. You will be solely responsible for any costs payable to your Internet access provider in connection with such data transfer.
User names and passwords
To access the Services, you will be required to create a personal account (the “User Account”). A User can only have one User Account, and a User Account can only belong to one User. (A single User may, however, take out a subscription for access to several Shadow® computers.)
We encourage you to safeguard your password to the Services. Please do not share your account credentials or give others access to your User Account. In the event of loss or theft, or misuse of your login details by third parties, please inform us immediately by sending an e-mail to [email protected], stating your name and the details of the situation.
You represent and warrant to us that any information supplied in connection with the creation or update of your User Account is true and accurate, and you agree to update such information in case of change. In particular, you agree to maintain a valid e-mail address that may be used for communication between us. Blade reserves the right to suspend or cancel your User Account and to deny further access to all or part of the Services if the information you have supplied proves inaccurate. Blade will not offer any refund in those circumstances.
We may from time to time ask you to provide a copy of a valid ID. If you do not meet this condition, we may refuse your subscription request, or suspend or cancel your subscription without prior notice, in which case the subscription fee will be due until the date of cancellation.
Code of conduct
The proper functioning of the Services requires that Users use them in a reasonable and responsible way. In particular, Shadow® may only be used as a personal computer, and for the private, personal use of its designated User, excluding any commercial or business purpose.
Without limiting the foregoing, you agree that you will not use the Services in connection with any of the following activities:
We reserve the right to review your conduct and content for compliance with these Terms, and to suspend your access to the Services and/or cancel your subscription, or take such other action as we may in our discretion deem appropriate, in the event that we have reason to believe that you have violated these Terms.
We also reserve the right to monitor, amend and/or remove any content posted on the Websites. However, under no circumstances shall Blade be liable for your content. You are responsible for your content.
Third-Party Services and Applications
We are not responsible for, and disclaim all liability which may arise out of or in connection with, any Third-Party Applications.
User's data and content
When using Shadow® or other similar Services you will send us certain files, content, e-mails, contacts, etc. (the "User Content").
The User Content belongs to you and in no way to Blade. Therefore you only grant Blade the right to use the User Content to the extent required for the proper functioning of the Services you have purchased. These limited rights include, in particular, the right to host, save and share the User Content, for the intended functioning of the User's computer, and to analyse the User Content for encoding, decoding and transmission purposes.
With the exception of these limited rights, these Terms do not grant Blade any other right to the User Content.
You acknowledge and agree that Blade may remove User Content from the Services if you are in violation of these Terms or if we cancel or suspend our Services. We are not liable for deletion of User Content, or accidental loss User Content. We strongly advise users to back up User Content to other locations.
Some of our Services may allow you to share your User Content with third parties. Please think carefully about what you share. You are also responsible for protecting your password or other access credentials, and will be responsible for all activity on your Shadow computer, including any violation of these Terms by a third-party who accesses your Shadow, whether with or without your permission.
Upon termination of your subscription, the information saved on your computer will remain available for downloading over a period of thirty (30) days following the effective date of termination. After this period, Blade may permanently delete the information, including any User Content, which may no longer be accessed by the User.
In addition to the User Content saved on the User's remote computer, Blade collects certain personal data concerning the User. For example, Blade will collect information such as your name, email address, phone number, payment information, physical address, date of birth, and data concerning your purchase of Services. In addition, Blade will collect information related to how and when you use the Services, including any Third-Party Devices used to access the Services, solely with a view to performing or improving its Services, including adjusting the video streaming to the User's Internet connection and allocating its hardware resources based on its Users’ needs.
You hereby authorize us to store, process and use the foregoing data, and communicate such data to our affiliates, in each case for the purposes set forth above.
Availability of the Service
We will strive to ensure the greatest possible continuity in our Services. We may however be required to suspend access to all or part of the Services from time to time, e.g. for maintenance purposes or updates, or any other reasons intended to improve the Services provided to the User.
In the case of planned interruption, we will inform the User in advance, on our Websites or by any other appropriate means.
In the case of a continuous interruption of the Services for more than 24 hours, we will refund you the amount of any subscription fees we charged you for the period in which the Services were not available, unless the interruption is attributable to or in connection with a force majeure event (including a third party’s or the User's fault).
Websites User License
Blade grants the User, subject to compliance with these Terms, a limited, non-exclusive, non-transferable, non-sub-licensable and revocable license for non-commercial, personal, private access, browsing and use of the Websites.
Blade grants the User a non-exclusive and revocable right to create hyperlinks to the home page of the Websites, provided that they do not portray Blade or its Services in a misleading, derogatory or offensive way, or more generally, provided that they do not affect Blade in any way whatsoever.
The reproduction of any documents published on the Websites is only permitted for information purposes, and for personal and private use only. Any commercial use of the documents is strictly prohibited.
All intellectual property associated with the Services and the Software (jointly referred to as the "Blade IP") are proprietary to Blade and/or its affiliates and/or its or their suppliers, and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Blade IP includes, without limitation, any trademarks, logos, trade names, photographs, publications, texts, documents, descriptions, slogans, domain names, patents, know-how, Software, source code, applications, user interfaces, databases, drawings, designs and models, designs, works, images, graphs, illustrations, digital downloads, animated and audio sequences, and all other intellectual works associated with the Services.
You acknowledge that by purchasing the Services you are not acquiring any right in or title to the Blade IP. Except as specifically permitted herein, no portion of the Blade IP may be used or reproduced in any form, or by any means. All intellectual property rights not expressly granted in these Terms are reserved to Blade and its affiliates.
Termination by us
We expect you to comply with these Terms. Blade reserves the right to suspend the Services, without notice, if you breach these Terms (including, in particular, in the event of a payment default or a violation of our Code of Conduct). If a breach has not been cured within eight (8) days from an e-mail notice from us, we may also elect, again by e-mail to you, to terminate your subscription, in which case you will become immediately liable for the price of all the Services included in your then-current Subscription Period.
Termination by you
You may decide to end your subscription at any time, by e-mail to us at [email protected] or by such other means as may be indicated on the Websites or on your User Account from time to time. If you decide to terminate your subscription, the Services and the corresponding payments will continue until the end of the then-current Subscription Period, and will stop at the end of this period. We will not offer any refund. You acknowledge that the termination of your subscription will result in the loss of your User Content.
To identify terminations received, all termination requests must clearly state the User's name and surname.
Shadow® will be accessible in the country in which you purchased it. Access from other geographies may be possible, but it is possible that the distance between the User and our data centers will materially and adversely affect the quality of the Services.
We respect the intellectual property of others and ask our Users to do the same.
If you believe that any content made available on or through our Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a DMCA Notice containing to the Designated Agent identified below:
Blade Legal Department
Blade Global Corporation – 720 University Avenue – Palo Alto, CA 94301
We reserve the right to delete or disable any content alleged to be infringing, and/or terminate the subscription of repeat infringers.
Disclaimer; Liability; Indemnification
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS.
TO THE FULLEST EXTENT PERMITTED BY LAW, (A) BLADE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES; (B) BLADE DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND (C) EXCEPT FOR ANY LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION OR GROSS NEGLIGENCE, IN NO EVENT SHALL BLADE OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD-PARTY FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (2) ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, OR PROFITS, OR THE LOSS OF USER CONTENT, OR (3) ANY DAMAGE TO USER’S HARDWARE OR SOFTWARE, EVEN, IN EACH CASE, IN CIRCUMSTANCES WHERE BLADE WAS WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW, BLADE AND ITS AFFILIATES’ LIABILITY FOR ALL CLAIMS RELATING TO ANY SERVICE WILL BE CAPPED AT THE HIGHER OF $100 OR THE AMOUNTS PAID BY YOU TO BLADE FOR THE SERVICE CONCERNED, DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
FINALLY, YOU WILL DEFEND, INDEMNIFY AND HOLD BLADE, ITS AFFILIATES, AND ITS AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES HARMLESS FROM ANY CLAIM, COST, LIABILITY, LOSS OR SETTLEMENT INCURRED IN CONNECTION WITH A THIRD-PARTY CLAIM ARISING OUT OF OR IN CONNECTION WITH A VIOLATION BY YOU OF ANY OF THESE TERMS.
Amendment of the Conditions
Blade may from time to time amend these Terms. In that case, you will be asked to accept the amended Terms. If you do not accept the amended Terms, the Services will continue in accordance with these Terms, until the end of your then-current Subscription Period. If by that date you have not agreed to the amended Terms, we reserve the right to immediately cancel your subscription.
Unless otherwise stated in these Terms, the User is asked to contact Blade by e-mail at [email protected].
Blade may contact the User by any useful means, including by e-mail or text message sent to the contact details provided by the User in his or her User Account, by the User's Shadow® remote computer or via the Websites.
These Terms constitute the entire agreement between you and Blade with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights.
Blade’s failure to enforce a provision of these Terms shall not be deemed a waiver of its right to do so in the future. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting as closely as possible the intent of the parties. You may not assign any of your rights under these Terms, and any such attempt will be void. Blade may assign its rights to any of its affiliates, or to any successor in interest of any business associated with the Services.
Applicable law; Disputes
These Terms will be governed by California law except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.
The parties shall endeavor to settle any disputes regarding these Terms or the Services amicably before submitting the case to the competent courts.
To that effect, before filing a claim against us, you agree to try to resolve the dispute informally by contacting [email protected]. We will try to resolve the dispute informally. If a dispute is not resolved within fifteen days of submission, you or we may bring a formal proceeding.
Any judicial proceeding to resolve claims relating to these Terms or the Services shall be brought in the federal or state courts of San Francisco County, California, subject to the mandatory arbitration provisions below. Both you and we consent to venue and personal jurisdiction in such courts.
You and we agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator.
You can decline this agreement to arbitrate by submitting an opt-out form within 30 days of first registering your account. The opt out form can be obtained at no charge from Blade by contacting [email protected]. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to. The AAA rules will govern payment of all arbitration fees.
Notwithstanding the foregoing, either you or we may assert claims in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, violation of these Terms, or intellectual property infringement without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are NOt allowed. If this specific paragraph is held unenforceable, then the entirety of this "Mandatory Arbitration Provisions" section will be deemed void.