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AgeShield

Terms and Conditions

Last Updated: July 30, 2026
AgeShield LLC (“AgeShield,” “we,” “our,” or “us”)

1. Introduction and Acceptance

These Terms and Conditions (“Agreement”) govern your access to and use of the products and services provided by AgeShield LLC (“AgeShield”), including our mobile application, web-based administration portal, website (https://ageshield.bar), and all related software, features, and services (collectively, the “Service”).

By creating an account, subscribing to the Service, accessing or using the Service, or clicking “I agree” (or similar acknowledgment), you (“Customer,” “you,” or “your”) agree to be bound by this Agreement, our Privacy Policy, and any additional terms referenced herein.

If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and “Customer” refers to that entity.

This Agreement is effective as of the date you first accept it or first access or use the Service, whichever occurs first (“Effective Date”).

2. Definitions

  • “Authorized Users” means the individuals — such as Customer's employees, contractors, and agents — whom Customer permits to use the Service under this Agreement and for whom access has been provisioned through Customer's account.
  • “Client Data” means all data and content that Customer, or anyone acting on Customer's behalf, provides to or generates through the Service — whether scanned, uploaded, or entered — including data extracted from government-issued identification documents, photographs of identification documents, verification results, scan metadata, and any other information relating to Customer's patrons or operations.
  • “Confidential Information” means non-public information that one party makes available to the other and that is either marked as confidential or would be understood by a reasonable person to be confidential in view of its nature or the manner of its disclosure. Confidential Information includes, for example, technology, trade secrets, business and product plans, customer information, and pricing.
  • “Documentation” means any user guides, manuals, help articles, or other materials that AgeShield provides or makes available describing the functionality, features, configuration, or operation of the Service.
  • “Fees” means the subscription fees and any other charges payable by Customer for access to and use of the Service, as set forth in the applicable subscription plan.
  • “Personal Data” means any Client Data that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household.
  • “Service” has the meaning set forth in Section 1.
  • “Subscription Plan” means the specific tier, features, usage limits, device allowances, and pricing applicable to Customer's subscription, as selected by Customer through the Service or as otherwise agreed in writing.
  • “Term” means the life of this Agreement: it starts on the Effective Date and ends when this Agreement is terminated as provided in Section 12.

3. The Service

3.1 License Grant

Provided Customer complies with this Agreement, AgeShield grants Customer — for the duration of the Term — a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service for Customer's own internal business operations, within the limits of the applicable Subscription Plan and consistent with the Documentation. Customer receives a right of use only; the Service itself is not sold.

3.2 Ownership

AgeShield owns and retains all right, title, and interest in and to the Service, including all software, algorithms, designs, features, trademarks, logos, and other intellectual property contained therein. Nothing in this Agreement transfers any ownership rights to Customer. Customer retains all right, title, and interest in Client Data, subject to the rights granted to AgeShield in this Agreement.

3.3 Changes to the Service

AgeShield reserves the right to modify, update, or enhance the Service at any time to maintain or improve quality, performance, security, or compliance with applicable law. AgeShield will use reasonable efforts to provide advance notice of material changes that may adversely affect Customer's use of the Service.

3.4 Third-Party Services

The Service may integrate with or rely upon third-party technologies, services, or platforms. Customer's use of any third-party services is subject to the applicable third party's terms and conditions. AgeShield is not responsible for the availability, accuracy, or performance of any third-party services.

3.5 Service Availability by Jurisdiction

The Service is available in all US states except New Hampshire, where state law prohibits the electronic recording and storage of personal information from driver's licenses in connection with alcohol and tobacco sales (RSA 179:8, III; RSA 263:12, X). AgeShield reserves the right to restrict or modify Service availability in additional jurisdictions where local law would prevent the Service from operating in compliance with applicable requirements. Customer is solely responsible for determining whether the use of the Service is lawful in Customer's jurisdiction.

3.6 Feedback

If Customer provides suggestions, enhancement requests, recommendations, or other feedback relating to the Service, Customer grants AgeShield a worldwide, perpetual, irrevocable, royalty-free license to use, incorporate, and otherwise exploit such feedback for any purpose without obligation to Customer.

4. Customer Accounts and Authorized Users

4.1 Account Registration

To access the Service, Customer must register and maintain an account with accurate, current, and complete information. Customer is responsible for maintaining the confidentiality and security of all account credentials and for all activity occurring under Customer's account.

4.2 Authorized Users

Customer may grant access to Authorized Users in accordance with the applicable Subscription Plan. Customer is responsible for ensuring that all Authorized Users comply with this Agreement and for all actions taken by Authorized Users within the Service. Customer shall not share account credentials with unauthorized persons and shall promptly notify AgeShield of any suspected unauthorized access.

4.3 Device Limits

The number of devices that may concurrently access the Service under Customer's account is determined by the applicable Subscription Plan. Customer shall not exceed the device limits specified in its Subscription Plan. If Customer exceeds applicable device limits, AgeShield may charge additional fees for excess devices or suspend access until Customer's usage conforms to the applicable limits.

5. Customer Obligations and Responsibilities

5.1 Compliance with Laws

Customer is solely responsible for ensuring that its use of the Service complies with all applicable federal, state, and local laws, rules, and regulations in the jurisdictions where Customer operates. This obligation includes, without limitation:

  • (a) Laws governing the scanning, collection, storage, and retention of information from government-issued identification documents, including any state or local laws that restrict which data fields may be captured, stored, or retained, and for how long;
  • (b) Biometric information privacy laws, including the Illinois Biometric Information Privacy Act (740 ILCS 14/1, et seq.) and similar laws in other jurisdictions, to the extent Customer's use of the Service involves the collection, storage, or processing of biometric identifiers or biometric information;
  • (c) Laws requiring notice to or consent from patrons or other individuals whose identification documents are scanned, including any requirements for written or electronic consent, posted signage, or disclosure of data practices;
  • (d) Data retention and destruction requirements, including configuring the Service's data retention settings in a manner that complies with applicable maximum retention periods and deletion obligations; and
  • (e) Age verification and alcohol service regulations applicable to Customer's venue and jurisdiction.

AgeShield provides configurable tools within the Service to support Customer's compliance efforts, but AgeShield does not provide legal advice. The availability of any feature within the Service does not constitute a representation by AgeShield that use of that feature is lawful in any particular jurisdiction. Customer acknowledges that applicable laws vary by jurisdiction and that Customer bears sole responsibility for determining the legal requirements applicable to its operations.

5.2 Data Controller Status

Customer acknowledges and agrees that, with respect to Client Data — including Personal Data of patrons whose identification documents are scanned using the Service — Customer acts as the data controller (or “business” under the California Consumer Privacy Act). Customer determines the purposes and means of collecting and processing Client Data. AgeShield acts as a service provider (data processor) with respect to Client Data and processes such data solely on Customer's behalf and in accordance with this Agreement.

5.3 Customer Representations and Warranties

Customer represents and warrants that:

  • (a) Customer has obtained all rights, permissions, notices, and consents required under applicable law to collect, use, and store Client Data and to permit AgeShield to process Client Data in accordance with this Agreement and the Privacy Policy;
  • (b) To the extent Customer's use of the Service involves the collection or storage of biometric identifiers or biometric information (as defined under applicable law), Customer has provided all legally required notices and disclosures, obtained all required written or electronic consents, and established a publicly available retention and destruction policy, as required by applicable biometric privacy laws;
  • (c) Customer's instructions to AgeShield regarding the processing of Client Data will not cause AgeShield to violate any applicable law;
  • (d) All information provided by Customer to AgeShield, including account registration information, is accurate, current, and complete; and
  • (e) Customer has the legal authority to enter into this Agreement and to bind any entity on whose behalf Customer is acting.

5.4 Data Retention Configuration

Customer is solely responsible for selecting and maintaining data retention settings within the Service that comply with all applicable laws and regulations in the jurisdictions where Customer operates. AgeShield facilitates automatic deletion of Client Data in accordance with the retention periods configured by Customer. AgeShield does not independently verify the legal adequacy of Customer's chosen retention settings and assumes no liability for Customer's retention configuration choices.

5.5 Acceptable Use

Customer shall not, and shall not permit any Authorized User or third party to:

  • (a) Copy, modify, create derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
  • (b) Rent, lease, lend, sell, sublicense, assign, distribute, or otherwise make the Service available to any third party;
  • (c) Bypass or breach any security measure or access control used by the Service;
  • (d) Use the Service to transmit any harmful code, including viruses, worms, or malware;
  • (e) Use the Service in any manner that interferes with or disrupts AgeShield's provision of the Service to other customers;
  • (f) Use the Service for competitive analysis, benchmarking, or to develop a competing product or service;
  • (g) Use Client Data for any purpose other than those directly related to age verification, identity verification, fraud prevention, and the lawful operation of Customer's business;
  • (h) Use the Service or Client Data for marketing, advertising, or profiling purposes unrelated to Customer's verification operations;
  • (i) Sell Client Data, or share Client Data with third parties for cross-context behavioral advertising or targeted advertising purposes (the Service provides no features for such use); or
  • (j) Use the Service in violation of any applicable law or in any manner not authorized by this Agreement.

5.6 Use of Verification Results

The Service provides descriptive verification outputs designed to assist Customer's internal decision-making. Verification results describe what the Service's technology observed (for example, a barcode security check result, a data mismatch, or an unrecognized document template) and are not definitive determinations of document authenticity or the identity, character, or legal status of any individual.

Customer acknowledges and agrees that:

  • (a) Verification results are provided as internal decisioning tools for Customer's authorized staff and are not intended to be communicated, displayed, or disclosed to patrons or other individuals whose identification documents are scanned;
  • (b) Customer shall not, and shall instruct all Authorized Users not to, verbally or visually communicate verification results to patrons, including characterizing an identification document as “fake,” “forged,” “counterfeit,” “fraudulent,” or using any similar declarative language based on the Service's output;
  • (c) Customer is solely responsible for any entry or service decisions made based on verification results, and such decisions should incorporate human judgment and not rely solely on the Service's automated output;
  • (d) Customer shall train all Authorized Users on the appropriate use and interpretation of verification results, including the limitations described in this Section and in the Documentation; and
  • (e) Customer is solely responsible for all statements made by its employees, contractors, and agents to patrons or third parties regarding identification documents or the results of any verification performed using the Service, including any claims arising from defamation, false accusation, or similar torts.

5.7 Photograph and Visual Data Capture Features; Patron Consent Screen

The Service offers optional configurable photograph and visual data capture features, which may include capture of identification document images, extraction of portrait photographs from identification documents, photographs of patrons, and other visual data capture capabilities. These features may be enabled or disabled by Customer through the Service's configuration settings.

The Service also offers an optional patron consent screen that Customer may enable on a per-venue basis as a compliance tool. When enabled, the consent screen is displayed on the scanning device and discloses to the patron the categories of data collected, the purposes of collection, applicable retention periods, and the identity of the service provider, based on the venue's actual configuration, and requests the patron's electronic consent before the identification document is scanned. If the patron consents, the identification document is scanned and the resulting scan record (including any photographs captured under Customer's enabled features) is stored in accordance with Customer's settings. If the patron declines, the identification document is not scanned and no information about the patron is stored.

Customer acknowledges and agrees that:

  • (a) Customer is solely responsible for determining whether the laws of its jurisdiction require patron notice, consent, or other disclosures in connection with identification scanning or photograph capture, and for configuring the Service accordingly, including enabling the patron consent screen where required. The consent screen is provided as a compliance tool; neither its availability nor its configuration constitutes a representation by AgeShield that any particular configuration satisfies the laws of any jurisdiction. Where the consent screen is enabled, Customer shall not bypass, disable, or circumvent the consent mechanism with respect to individual patrons;
  • (b) Where the consent screen is enabled and a patron declines consent, the Service does not scan the patron's identification document and stores no information about the patron; any resulting entry, service, or alternative age-verification decision is solely Customer's responsibility and must be made in accordance with applicable law;
  • (c) Customer is solely responsible for ensuring that photograph and visual data capture features are configured in compliance with all applicable laws in Customer's jurisdiction, including biometric information privacy laws that may require additional notice, written or electronic consent, or publicly available retention policies;
  • (d) AgeShield may implement jurisdiction-specific retention limits or safeguards within the Service based on AgeShield's understanding of applicable law. Such limits are provided as an operational safeguard and do not constitute legal advice or a guarantee of compliance with any particular jurisdiction's requirements. Customer remains solely responsible for configuring retention settings that comply with all applicable laws, including any biometric data retention limits;
  • (e) Where a patron is placed on Customer's restricted entry list, associated photographs, visual data, and other identifying information reasonably necessary to maintain and enforce the list may be retained for as long as the individual remains on Customer's restricted entry list, notwithstanding Customer's standard retention settings; Customer is responsible for maintaining its restricted entry list in accordance with applicable law, including removing individuals when continued listing is no longer justified; and
  • (f) Customer shall ensure that all Authorized Users are trained on the proper use of photograph and visual data capture features and, where enabled, the patron consent screen, including the requirement to respect patron refusals.

6. Data Processing

6.1 Processing on Behalf of Customer

AgeShield processes Client Data solely on behalf of Customer and in accordance with Customer's instructions as set forth in this Agreement. AgeShield will not sell, share, retain, use, or disclose Client Data for any purpose other than performing the Service as specified in this Agreement, except as otherwise permitted by applicable law.

6.2 CCPA Service Provider Obligations

To the extent the California Consumer Privacy Act (“CCPA”) applies:

  • (a) AgeShield certifies that it understands and will comply with the restrictions applicable to service providers under the CCPA;
  • (b) AgeShield will not sell or share (as those terms are defined under the CCPA) Client Data;
  • (c) AgeShield will not retain, use, or disclose Client Data for any purpose other than performing the Service or as otherwise permitted of a service provider under the CCPA;
  • (d) AgeShield will not retain, use, or disclose Client Data outside of the direct business relationship between AgeShield and Customer;
  • (e) AgeShield will not combine Client Data with personal information it receives from or on behalf of another customer or collects from its own interactions with consumers, except as permitted by the CCPA for service providers; and
  • (f) AgeShield will notify Customer if it determines that it can no longer meet its obligations as a service provider under the CCPA.

6.3 De-Identification and Product Improvement

Customer authorizes AgeShield to derive aggregated, de-identified, or anonymized datasets from Client Data, and to use such datasets for AgeShield's lawful business purposes, including improving the Service, enhancing verification algorithms, analyzing usage trends, and sharing anonymized data with identity verification technology providers for the purpose of improving document recognition and fraud detection, including developing, training, and improving machine-learning models used for those purposes. Where AgeShield de-identifies data, it will maintain and use the data in de-identified form and will not attempt to re-identify it. For the avoidance of doubt, AgeShield's use of de-identified data under this Section is authorized by Customer as a permitted business purpose under the CCPA. AgeShield will apply technical and organizational measures to ensure that de-identified data cannot reasonably be used to infer information about, or otherwise be linked to, a particular individual or household.

6.4 Unsupported ID Submissions

Customer authorizes Authorized Users to submit photographs of identification documents that the Service does not automatically recognize (for example, when a barcode fails to scan) for the purpose of product improvement and system debugging. AgeShield acts as a data controller with respect to these submissions and will retain them for no longer than thirty (30) days or until they are no longer needed for their intended diagnostic purpose, whichever occurs first. Customer represents and warrants that it has provided any notice or obtained any consent required under applicable law to permit such submissions.

6.5 Security

AgeShield implements and maintains reasonable administrative, technical, and organizational security measures designed to protect Client Data from unauthorized access, disclosure, alteration, and destruction, including encryption of data in transit and at rest, access controls, and secure cloud infrastructure. AgeShield may update these measures from time to time to reflect evolving security standards and threats.

6.6 Security Incident Notification

In the event of an accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Data in AgeShield's possession or control (“Security Incident”), AgeShield will notify Customer without undue delay after becoming aware of the Security Incident. AgeShield will make reasonable efforts to identify the cause and take steps it deems necessary and reasonable to remediate the cause to the extent within AgeShield's reasonable control.

6.7 Customer Security Obligations

Before Client Data reaches the Service, and whenever it is under Customer's control, protecting it is Customer's responsibility: Customer must keep its devices, account credentials, and network environment secure through appropriate safeguards. If Customer becomes aware of unauthorized access to or use of its account, Customer must notify AgeShield without delay.

6.8 Data Return and Deletion

Customer may export Client Data using the Service's standard export functionality at any time during the Term and for thirty (30) days after this Agreement ends. Once that thirty (30) day window closes, AgeShield may delete all Client Data and has no further obligation to keep, restore, or provide access to it, unless applicable law or another provision of this Agreement requires otherwise.

6.9 Backups

Maintaining independent backups of Client Data is Customer's responsibility alone. Beyond the Service's standard functionality, AgeShield makes no commitment that Client Data will remain available or recoverable.

6.10 US State Privacy Laws

To the extent a US state comprehensive privacy law other than the CCPA — including, without limitation, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Texas Data Privacy and Security Act, and similar laws in other states — applies to Client Data processed by AgeShield on Customer's behalf, the parties acknowledge that Customer is the “controller” and AgeShield is the “processor” of such Client Data, and AgeShield will:

  • (a) process Client Data only in accordance with this Agreement and Customer's documented lawful instructions, and for no other purpose;
  • (b) ensure that each person authorized to process Client Data is subject to a duty of confidentiality with respect to such data;
  • (c) taking into account the nature of the processing and the information available to AgeShield, provide reasonable assistance to Customer in responding to verifiable consumer rights requests, meeting Customer's security and breach-notification obligations, and conducting data protection assessments;
  • (d) engage subcontractors to process Client Data only pursuant to a written contract that imposes obligations materially equivalent to those in this Section 6, and make a current list of such subcontractors available to Customer upon written request;
  • (e) upon termination of this Agreement, delete or return Client Data as provided in Section 6.8, except as retention is required by applicable law; and
  • (f) upon Customer's reasonable written request (no more than once annually), make available information reasonably necessary to demonstrate AgeShield's compliance with its obligations under this Section, and allow for and cooperate with reasonable assessments by Customer or Customer's designated assessor, which AgeShield may satisfy by providing a report of an independent assessment conducted against an accepted control standard.

7. Subscription, Fees, and Payment

7.1 Subscription Plans

Access to the Service requires the purchase of a Subscription Plan. The features, usage limits, device allowances, and pricing applicable to each Subscription Plan are as described on the AgeShield website or as otherwise agreed in writing. Customer may upgrade or downgrade its Subscription Plan through the Service, subject to applicable pricing adjustments.

7.2 Fees and Payment

Customer shall pay all Fees associated with its Subscription Plan. Fees are billed in advance on a monthly or annual basis, depending on the billing cycle selected by Customer. All payments are processed through our third-party payment processor. Customer authorizes AgeShield to charge the payment method on file for all applicable Fees.

Customer is responsible for providing complete and accurate billing information and for promptly updating such information as needed. All Fees are stated in US dollars unless otherwise specified.

7.3 Taxes

All Fees are exclusive of applicable taxes, duties, and governmental assessments. Customer is responsible for all sales, use, excise, and similar taxes imposed by any federal, state, or local authority on amounts payable under this Agreement, other than taxes imposed on AgeShield's income.

7.4 Auto-Renewal

Subscriptions automatically renew at the end of each billing cycle (monthly or annual, as applicable) unless Customer cancels the subscription before the start of the next billing cycle. For annual subscriptions, Customer may cancel at any time before the renewal date, and the cancellation will take effect at the end of the current annual term. For monthly subscriptions, Customer may cancel at any time before the next monthly billing date, and the cancellation will take effect at the end of the current monthly period.

7.5 Cancellation and Refunds

Customer may cancel its subscription at any time through the Service or by contacting AgeShield. Cancellation will take effect at the end of the then-current billing period. Pre-paid Fees are non-refundable, except where required by applicable law or as expressly provided in this Agreement. Upon cancellation, Customer will retain access to the Service through the end of the paid billing period.

7.6 Late Payment

Any Fees not paid when due will accrue interest at the rate of one percent (1%) per month, or the maximum rate permitted by law, whichever is lower. AgeShield may suspend or terminate Customer's access to the Service if any Fees remain unpaid for more than fifteen (15) days past the due date, upon written notice to Customer.

7.7 Fee Changes

AgeShield may change its Fees at any time by providing Customer with at least thirty (30) days' written notice prior to the start of the next billing cycle. If Customer does not agree to the revised Fees, Customer may cancel its subscription before the new Fees take effect. Continued use of the Service after the revised Fees take effect constitutes acceptance of the revised Fees.

7.8 Promotional Offers

AgeShield may from time to time offer promotional access to the Service, including free trials or discounted rates, at its sole discretion. Such promotional access will be subject to any additional terms communicated at the time of the offer and may be modified or discontinued at any time without notice. Unless otherwise stated, promotional access will automatically convert to a paid subscription at the end of the promotional period unless canceled by Customer.

8. Confidentiality

8.1 Obligations

A party receiving Confidential Information (the “Receiving Party”) from the other party (the “Disclosing Party”) may use it only as needed to perform under this Agreement. The Receiving Party must safeguard it with at least reasonable care — and never with less care than it applies to its own comparable confidential information — and may give access only to those of its employees, contractors, and agents who need the information for purposes of this Agreement and who are bound by confidentiality duties no weaker than those in this Section.

8.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party without restriction prior to disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

8.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, it gives the Disclosing Party prompt written notice and reasonably cooperates with efforts to limit the scope of such disclosure.

9. Representations and Warranties

9.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) the acceptance of this Agreement has been duly authorized and constitutes a valid and binding obligation.

9.2 AgeShield Warranty

AgeShield warrants that, throughout the Term, the Service will perform in all material respects as described in the applicable Documentation. Customer's sole remedy for breach of this warranty is, at AgeShield's option, repair or replacement of the non-conforming Service, or a pro-rata refund of pre-paid Fees for the affected period. AgeShield does not warrant that the Service will be compatible with all devices, operating systems, or configurations, and availability of the Service through third-party app stores is subject to the policies and decisions of those app store operators.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” AGESHIELD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. AGESHIELD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE FROM HARMFUL COMPONENTS. AGESHIELD DOES NOT WARRANT THE ACCURACY OF ANY VERIFICATION RESULTS AND DOES NOT GUARANTEE THAT THE SERVICE WILL DETECT ALL FRAUDULENT OR INVALID IDENTIFICATION DOCUMENTS. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS A TOOL TO ASSIST WITH IDENTITY AND AGE VERIFICATION AND IS NOT A SUBSTITUTE FOR HUMAN JUDGMENT OR LEGAL COMPLIANCE MEASURES. AGESHIELD DOES NOT GUARANTEE THAT USE OF THE SERVICE WILL SATISFY CUSTOMER'S REGULATORY OR COMPLIANCE OBLIGATIONS, AND CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS.

9.4 No Legal Advice

Nothing in the Service, the Documentation, or any communication from AgeShield constitutes legal advice. AgeShield does not provide guidance on the legality of ID scanning, data retention, biometric data collection, or related practices in any jurisdiction. Customer should consult qualified legal counsel regarding the legal requirements applicable to its operations.

10. Indemnification

10.1 Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless AgeShield and its officers, directors, employees, agents, and licensors from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • (a) Customer's or any Authorized User's breach or alleged breach of this Agreement, including any breach of Customer's representations, warranties, or obligations under Section 5;
  • (b) Customer's or any Authorized User's use or misuse of the Service, including any failure to comply with applicable laws governing the scanning, collection, storage, or retention of identification document data or biometric information;
  • (c) Any claim by a patron, individual, or third party arising from or related to Client Data collected, stored, or processed by or on behalf of Customer through the Service;
  • (d) Customer's failure to provide required notices, obtain required consents, or maintain required policies under applicable data protection, biometric privacy, or identification scanning laws;
  • (e) Any claim of defamation, false accusation, false arrest, discrimination, or similar tort arising from statements made by Customer's employees, contractors, or agents to patrons or third parties regarding identification documents or verification results, or from entry or service decisions made based on the Service's output; and
  • (f) Customer's or any Authorized User's violation of any applicable law in connection with the Service.

10.2 AgeShield Indemnification

AgeShield agrees to defend, indemnify, and hold harmless Customer from and against any third-party claim that the Service, as provided by AgeShield and used by Customer in accordance with this Agreement, infringes a United States patent, copyright, or trademark. AgeShield's obligations under this Section do not apply to claims arising from or related to: (a) modifications to the Service made by Customer or any third party; (b) use of the Service in combination with products, services, or technologies not provided by AgeShield, where the infringement would not have occurred but for such combination; (c) use of the Service outside the scope of the rights granted in this Agreement or in a manner not contemplated by the Documentation; (d) Customer's continued use of a version of the Service after AgeShield has made available a non-infringing update or replacement; or (e) Client Data or any content provided by Customer. If the Service becomes the subject of an infringement claim, AgeShield may, at its sole option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify or replace the Service to make it non-infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate this Agreement and refund Customer any pre-paid, unearned Fees.

10.3 Indemnification Process

AgeShield will promptly notify Customer of any claim subject to indemnification under Section 10.1 and will reasonably cooperate with Customer's defense. Customer will promptly notify AgeShield of any claim subject to indemnification under Section 10.2 and will reasonably cooperate with AgeShield's defense. The indemnifying party reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification. The indemnified party shall not settle any claim without the indemnifying party's prior written consent.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGESHIELD OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF AGESHIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGESHIELD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO AGESHIELD IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Basis of the Bargain

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM. THE SERVICE WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

12. Term and Termination

12.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Subscription periods renew automatically in accordance with Section 7.4 unless canceled by Customer or terminated by either party.

12.2 Termination by Customer

Customer may cancel its subscription and terminate this Agreement at any time in accordance with Section 7.5. Termination takes effect at the end of the then-current billing period.

12.3 Termination by AgeShield

AgeShield may terminate this Agreement or suspend Customer's access to the Service, effective immediately upon written notice, if:

  • (a) Customer fails to pay any Fees when due and such failure continues for more than fifteen (15) days after notice;
  • (b) Customer breaches any material term of this Agreement and, if such breach is capable of cure, fails to cure it within fifteen (15) days of receiving written notice;
  • (c) Customer or any Authorized User engages in conduct that AgeShield reasonably believes poses a threat to the security, integrity, or availability of the Service or to other AgeShield customers;
  • (d) AgeShield is required to do so by applicable law, court order, or governmental request; or
  • (e) Customer becomes subject to bankruptcy, insolvency, receivership, or similar proceedings.

No refund of pre-paid Fees is due on any termination or suspension under this Section 12.3, or on a restriction of Service availability under Section 3.5; a termination for convenience by AgeShield is governed separately by Section 12.4.

12.4 Termination for Convenience by AgeShield

AgeShield may discontinue the Service or terminate this Agreement for any reason upon thirty (30) days' written notice to Customer. In such event, AgeShield will refund Customer any pre-paid, unearned Fees covering the period after the effective date of termination.

12.5 Effect of Termination

Upon termination or expiration of this Agreement:

  • (a) All rights and licenses granted to Customer under this Agreement will immediately terminate, and Customer shall cease all use of the Service;
  • (b) AgeShield will make Client Data available for export for thirty (30) days following termination, in accordance with Section 6.8;
  • (c) Customer shall promptly return or destroy any Confidential Information of AgeShield in its possession and, upon request, certify such return or destruction in writing;
  • (d) Customer remains liable for all Fees accrued prior to the effective date of termination; and
  • (e) Sections that by their nature should survive termination will survive, including Sections 2, 3.2, 5.2, 5.3, 6.3, 6.4, 8, 9.3, 9.4, 10, 11, 13, and 14.

13. Dispute Resolution

13.1 Informal Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation. Each party shall designate a representative with authority to resolve the dispute, and such representatives shall engage in negotiations for a period of not less than thirty (30) days following written notice of the dispute.

13.2 Binding Arbitration

Should negotiation fail to resolve the dispute within thirty (30) days — or sooner, where waiting would allow a limitations period to lapse or where interim relief is needed — either party may refer the dispute to final and binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, seated in Boston, Massachusetts. The arbitrator must be an attorney admitted to practice and has no authority to award punitive or exemplary damages unless a statute expressly mandates them. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. Unless the arbitrator shifts fees and costs to the prevailing party, each party pays its own costs and attorneys' fees and the parties split the arbitrator's fees equally.

13.3 Class Action Waiver

EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13.4 Jury Trial Waiver

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN RESPECT OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.5 Equitable Relief

Notwithstanding the foregoing, either party may go to any court of competent jurisdiction for injunctive or other equitable relief against an actual or threatened breach of confidentiality obligations or infringement of intellectual property rights, and need not post a bond or prove actual damages to do so. For clarity, AgeShield may bring claims of intellectual property infringement, including for injunctive relief, in any court of competent jurisdiction without regard to the arbitration provisions of this Section.

14. General Provisions

14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision or rule.

14.2 Entire Agreement

This Agreement, together with the Privacy Policy and any other documents expressly incorporated by reference, constitutes the sole and entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties. In the event of any conflict between this Agreement and the Privacy Policy, the provisions of this Agreement shall control.

14.3 Modifications

AgeShield may update this Agreement from time to time. Notice of an updated Agreement may be given by posting it on the AgeShield website or by email to the address associated with Customer's account, and — unless the notice states otherwise — the update takes effect thirty (30) days later. By continuing to access or use the Service after that effective date, Customer accepts the updated Agreement; a Customer who does not accept it must cancel its subscription before the update takes effect, which is Customer's sole remedy. Notwithstanding the foregoing, material modifications to Section 5 (Customer Obligations), Section 6 (Data Processing), Section 10 (Indemnification), or Section 11 (Limitation of Liability) will not apply to Customer's then-current subscription period and will take effect only upon the next renewal of Customer's subscription.

14.4 Assignment

This Agreement may be assigned by AgeShield — in whole or in part, and without notice to Customer — including in connection with a merger, acquisition, corporate reorganization, or a sale of all or substantially all of AgeShield's assets. Customer may not assign or transfer this Agreement or any rights hereunder without AgeShield's prior written consent.

14.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that most closely reflects the original intent.

14.6 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any provision shall not be construed as a waiver of any other provision or a continuing waiver.

14.7 Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters and other acts of God, war or terrorism, pandemics, labor disputes, actions of governmental authorities, failures of utilities or telecommunications networks, or failures of third-party service providers.

14.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

14.9 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Except as expressly provided in Section 14.14, nothing in this Agreement confers any right, benefit, or remedy upon any third party.

14.10 Notices

All notices under this Agreement must be in writing. Notices to Customer may be sent to the email address associated with Customer's account. Notices to AgeShield shall be sent to:

AgeShield LLC
6 Liberty Square # 2773
Boston, MA 02109
United States of America
Email: info@ageshield.bar

Notices will be deemed received when delivered by email.

14.11 Fair Credit Reporting

AgeShield is not a consumer reporting agency, and Customer acknowledges that no information AgeShield collects, assembles, or evaluates is intended for use in a “consumer report” within the meaning of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. Customer further certifies that it will not use data obtained through the Service to determine any person's creditworthiness or eligibility for credit, insurance, or employment, or in any other way that the Fair Housing Act or related fair-housing laws prohibit.

14.12 Privacy Policy

Customer's use of the Service is subject to AgeShield's Privacy Policy, which is incorporated into this Agreement by reference. Customer acknowledges that it has read and understood the Privacy Policy.

14.13 Contact

For questions about this Agreement, contact AgeShield at info@ageshield.bar.

14.14 Mobile Application; App Store Terms

The mobile application component of the Service is distributed through app stores operated by Apple Inc. (“Apple”) and Google LLC (each, an “App Store Provider”). Customer acknowledges and agrees that: (a) this Agreement is concluded between Customer and AgeShield only, and not with any App Store Provider, and AgeShield — not the App Store Provider — is solely responsible for the mobile application and its content; (b) no App Store Provider has any obligation to furnish maintenance or support services for the mobile application, or to address any claim relating to it, including product liability claims, claims under consumer protection or similar laws, and claims of intellectual property infringement; (c) in the event of any failure of the mobile application to conform to an applicable warranty, Customer may notify the App Store Provider, and the App Store Provider's sole warranty obligation (if any) will be to refund any purchase price paid for the application; (d) Customer's use of the mobile application must comply with the applicable App Store Provider's terms of service; (e) Customer represents and warrants that it is not located in a country subject to a United States Government embargo or designated by the United States Government as a “terrorist supporting” country, and is not listed on any United States Government list of prohibited or restricted parties; and (f) Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement with respect to the mobile application as distributed through Apple's App Store and, upon Customer's acceptance of this Agreement, will have the right to enforce this Agreement against Customer in that capacity.

14.15 Publicity

AgeShield may identify Customer by name and display Customer's logo in AgeShield's customer lists, on its website, and in its marketing materials, subject to any written brand guidelines Customer provides. Customer may withdraw this permission at any time by written notice to info@ageshield.bar, in which case AgeShield will cease new uses of Customer's name and logo within thirty (30) days. All goodwill arising from the use of Customer's name and logo inures to Customer's benefit. Any press release or case study naming Customer requires Customer's prior written approval.