Terms of Service

1. Services

Sherlock provides blockchain and software security services and related technology. Depending on the applicable engagement, the Services may include security reviews or audits, audit contests, bug bounty programs, AI-assisted or automated security review services, vulnerability analysis, security research, and related services.

The specific scope, timing, deliverables, fees, and other engagement-specific terms may be set forth in an Engagement Agreement or otherwise agreed between Sherlock and the Client. Sherlock may use employees, independent security researchers, contractors, consultants, service providers, and software or AI-based tools and systems in providing or supporting the Services, as appropriate for the applicable engagement and subject to applicable contractual obligations.

2. Client Responsibilities

You agree to provide Sherlock with the information, materials, access, code, repositories, documentation, personnel availability, and other cooperation reasonably required to perform the Services. You are responsible for ensuring that you have all rights and permissions necessary to provide such materials and access to Sherlock, and that your use of the Services complies with applicable laws, sanctions, export-control requirements, and third-party rights.

You agree to communicate in a timely manner during an engagement and to notify Sherlock of material changes that could affect the scope or performance of the Services.

3. Security Review Limitations and Assumption of Risk

Security reviews, audits, bug bounty programs, automated analyses, and other security services are intended to identify potential vulnerabilities and security risks, but no security review can identify every vulnerability or guarantee that software, systems, smart contracts, protocols, or other technology are secure, error-free, or suitable for any particular purpose.

The Services do not constitute a warranty regarding the security, functionality, economic design, business logic, or future performance of any code, protocol, system, product, or service.

You acknowledge that blockchain-based software, smart contracts, digital assets, cryptographic systems, and related technologies involve inherent risks, including vulnerabilities that may not be known or discoverable at the time Services are performed. You remain responsible for decisions concerning deployment, remediation, operation, and use of your systems and technology.

4. Fees and Payment

Fees and payment terms for Services will be specified in the applicable Engagement Agreement or otherwise agreed in writing. You are responsible for paying all amounts when due in accordance with the applicable terms.

5. Confidentiality

Where Sherlock and the Client have entered into a separate confidentiality or nondisclosure agreement, that agreement governs the treatment of Confidential Information. Otherwise, each party will use commercially reasonable measures to protect non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Sherlock may disclose Client information to personnel, independent security researchers, contractors, consultants, professional advisers, service providers, and software or AI-based tools and systems to the extent reasonably necessary to provide or support the Services. Sherlock will require recipients of Confidential Information under its control to be subject to confidentiality and security obligations appropriate to their role and the nature of the information, subject to the terms of the applicable Engagement Agreement.

6. Intellectual Property

Each party retains ownership of intellectual property, technology, materials, methodologies, tools, know-how, software, documentation, and other materials owned or developed by that party independently of an engagement.

Ownership and permitted use of engagement-specific deliverables, findings, reports, Client materials, and other work product will be governed by the applicable Engagement Agreement. Nothing in these Terms transfers ownership of a party’s pre-existing intellectual property except as expressly agreed in writing.

7. Privacy and Data

Sherlock’s handling of personal information is subject to the Sherlock Customer Privacy Policy, as made publicly available by Sherlock from time to time, and any additional data-protection terms agreed with the Client. You represent that you have the necessary authority and permissions to provide any personal information or other data supplied to Sherlock in connection with the Services.

8. Publication and Disclosure

Publication rights relating to security findings, audit reports, contest results, benchmarks, vulnerabilities, or other engagement-specific information will be governed by the applicable Engagement Agreement. Neither these Terms nor use of the Services grants either party a right to disclose the other party’s Confidential Information except as expressly permitted by an applicable agreement or law.

9. Indemnification

You will defend, indemnify, and hold harmless Sherlock and its officers, directors, employees, agents, and affiliates from third-party claims to the extent arising from (a) your material breach of these Terms, (b) your violation of applicable law in connection with the Services, or (c) materials or access you provide to Sherlock without sufficient rights or authorization, except to the extent such claim arises from Sherlock’s breach of its obligations, gross negligence, willful misconduct, or fraud.

Any different or additional indemnification obligations contained in an Engagement Agreement will govern the applicable engagement.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT FOR WARRANTIES EXPRESSLY SET FORTH IN AN ENGAGEMENT AGREEMENT, SHERLOCK DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Sherlock does not warrant that the Services will identify all vulnerabilities or defects or that any audited, reviewed, or analyzed code, protocol, product, or system will be secure or free from exploitation.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT TO THE EXTENT AN APPLICABLE ENGAGEMENT AGREEMENT EXPRESSLY PROVIDES OTHERWISE, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, DIGITAL ASSETS, TOKENS, CRYPTOCURRENCY, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

UNLESS AN APPLICABLE ENGAGEMENT AGREEMENT EXPRESSLY PROVIDES OTHERWISE, SHERLOCK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR ENGAGEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO SHERLOCK FOR THE SERVICES GIVING RISE TO THE CLAIM. THIS CAP APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, BUT DOES NOT LIMIT LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE LIMITED.

12. Term and Termination

These Terms remain effective while you use or receive the Services. Either party may terminate an engagement as permitted by the applicable Engagement Agreement. Termination does not affect accrued payment obligations or provisions that by their nature are intended to survive termination.

Sherlock may suspend or terminate access to Services where reasonably necessary to address material breach, unlawful activity, security risk, or non-payment, subject to any applicable Engagement Agreement.

13. Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, joint-employer, or similar relationship between the parties. Neither party has authority to bind the other except as expressly agreed in writing.

14. Changes to These Terms

Sherlock may update these Terms from time to time. The current version will be identified by the “Last Updated” date above. Material changes will apply prospectively and will not modify the terms governing Services already subject to an executed Engagement Agreement unless the parties expressly agree otherwise in writing.

15. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be enforced to the maximum extent permitted by law.

16. Survival

Provisions that by their nature should survive termination or expiration, including provisions concerning confidentiality, intellectual property, payment obligations, disclaimers, limitation of liability, indemnification, and dispute-related obligations, will survive.

17. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the Republic of Panama, without regard to its conflict-of-laws principles. The parties will first attempt in good faith to resolve any dispute through discussions between authorized representatives. If a dispute is not resolved through such discussions, it will be finally resolved by binding arbitration in Panama City, Republic of Panama, in the English language, administered by the Center for Conciliation and Arbitration of Panama (CECAP) in accordance with its then-applicable arbitration rules. The arbitral tribunal will consist of one arbitrator unless the applicable Engagement Agreement provides otherwise. The arbitration, submissions, evidence, and award will be confidential except to the extent disclosure is required by law or reasonably necessary to enforce the award. The arbitrator may award any remedy available under applicable law, including injunctive or equitable relief. Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to protect Confidential Information or intellectual property pending constitution of the tribunal. Judgment on the arbitral award may be entered and enforced in any court of competent jurisdiction.

18. Force Majeure

Neither party will be liable for delay or failure to perform its obligations, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, failures of utilities or telecommunications networks, widespread internet or blockchain network disruptions, or similar events. The affected party will use commercially reasonable efforts to mitigate the effects of the event and resume performance.

19. No Third-Party Beneficiaries

Except as expressly stated in an applicable Engagement Agreement, these Terms are for the benefit of the parties only and do not create rights enforceable by any third party.

20. Compliance with Laws; Sanctions and Export Controls

Each party will comply with laws applicable to its performance under these Terms. You may not use the Services in violation of applicable sanctions, export-control, anti-money-laundering, anti-bribery, or other applicable laws or regulations. You represent that you are not prohibited by applicable law from receiving the Services. Sherlock may suspend or decline Services where reasonably necessary to comply with applicable law or binding governmental requirements, subject to any applicable Engagement Agreement.

21. Assignment

Neither party may assign these Terms or an Engagement Agreement without the other party’s prior written consent, except that either party may assign them without consent in connection with a merger, reorganization, change of control, or sale of all or substantially all of the assets or business to which the applicable agreement relates, provided that the assignee assumes the assigning party’s obligations. Any attempted assignment in violation of this section is void.

22. Notices

Notices under these Terms must be in writing and may be delivered by email to the address used by the applicable party in connection with the Services or to another address designated in writing. A notice sent by email will be deemed received on the first business day after transmission unless the sender receives a delivery-failure notice. Notices concerning an Engagement Agreement may also be given in any manner specified in that agreement.

23. Waiver; Entire Agreement; Order of Precedence

A failure or delay in exercising a right under these Terms does not waive that right. No amendment, waiver, or modification of an executed Engagement Agreement is effective unless made in accordance with that agreement or otherwise agreed in writing by authorized representatives of the parties. These Terms, together with any applicable Engagement Agreement and any documents expressly incorporated into them, constitute the agreement between the parties concerning the applicable Services and supersede prior or contemporaneous communications concerning the same subject matter. In the event of a conflict, the applicable Engagement Agreement will control over these Terms. Any negotiated or signed terms specific to an engagement will control over inconsistent provisions of these public Terms. Headings are for convenience only and do not affect interpretation. These Terms may be accepted electronically and electronic records and signatures will have the same effect as originals to the extent permitted by applicable law.

24. Contact

Questions regarding these Terms may be directed to:

Sherlock Protocol, Inc.
Email: contact@sherlock.xyz

A mailing address may be provided upon request.