DocuShieldDocuShield

Legal

Terms of Service

Effective date: October 6, 2026 (v1.3)

Last updated: October 6, 2026

These Terms of Service ("Terms") govern access to and use of the DocuShield platform and related services (the "Service") provided by DocuShield Inc. ("DocuShield," "we," "us," or "our"). You agree to these Terms on behalf of the organization you represent when you accept them where the Service asks you to (for example by confirming acceptance at sign-in) or, if no acceptance step is shown, when you sign in to or otherwise use the Service. If you do not agree, do not use the Service.

These Terms incorporate our Privacy Policy. When DocuShield publishes a System Rulebook for on-chain transferable records (see Section 4), that Rulebook as then published is also incorporated. Until a System Rulebook is published, only these Terms and the Privacy Policy apply. If a customer has signed a separate written agreement with DocuShield, that agreement controls where it conflicts with these Terms.

1. Who can use the Service

The Service is for business organizations and their authorized personnel only. It is not offered to consumers or for personal, family, or household use.

Access is invite-only. An email address that has not been approved is placed on a waitlist and no account is created. DocuShield may decline, suspend, or withdraw access at its discretion.

The customer under these Terms is the organization on whose behalf the Service is used (the "Customer," "you"). An individual who signs in does so on behalf of the Customer, not personally, and represents that they are authorized to bind the Customer and to issue, transfer, endorse, and surrender documents for it.

The Customer must provide accurate organization details when asked and keep them current. Any check DocuShield runs against an external registry (for example GLEIF or EORI) confirms only that an entity exists in that registry. It does not confirm that you control or are authorized to act for that entity.

2. What the Service does

DocuShield provides a technical platform that lets an authorized Customer:

  • Issue electronic trade documents as cryptographically signed, tamper-evident Verifiable Credentials.
  • For three document types only (electronic bill of lading, bill of exchange, and promissory note), bind the document to an on-chain title record (a "Title Escrow") on a public blockchain designated by DocuShield, so the record carries on-chain holder and beneficiary status and can be transferred, endorsed, or surrendered.
  • Allow any person to verify, on a read-only basis, that a document was issued by the identified issuer and has not been altered.

All other document types are issued for verification of authenticity and integrity only. They carry no on-chain title and are not transferable records. Only the three transferable types write to the blockchain.

Verification is read-only. A "verified" result means our technical checks passed at the time of checking. It says nothing about whether the document's contents are true, complete, lawful, or have any particular legal effect.

Consent to electronic form. By using the Service, the Customer consents, for itself and on behalf of its users, to issue, receive, transfer, endorse, surrender and hold documents in electronic form through the Service. The Customer is responsible for obtaining any consent its counterparties may require before accepting a document in electronic form. Nothing in these Terms obliges any counterparty to accept an electronic document.

Carriage liability is unchanged. Where a document issued through the Service evidences a contract of carriage, the rights, obligations and liability of the carrier, shipper and consignee under the applicable carriage regime (for example the US Carriage of Goods by Sea Act and Harter Act for carriage to or from US ports) apply as they would to a paper document. The Service does not alter, limit or extend that liability, and the Customer remains solely responsible for including any statement that regime requires on the face of the document.

3. No warranty of legal validity

This section is central. Please read it with Sections 9 and 10.

DocuShield provides technical issuance, verification, and on-chain title mechanics. That is all the Service warrants to do.

To the maximum extent permitted by law, DocuShield makes no representation, warranty, or assurance that any document issued, transferred, or verified through the Service:

  • is a legally valid, effective, or enforceable document, instrument, or contract;
  • is a negotiable instrument, a document of title, or an electronic transferable record under any particular law;
  • satisfies or has effect under the UNCITRAL Model Law on Electronic Transferable Records, the UK Electronic Trade Documents Act 2023, the Singapore Electronic Transactions Act, US UCC Article 7 or Article 12, the US E-SIGN Act, the New York Electronic Signatures and Records Act, the United Nations Convention on Negotiable Cargo Documents, or any other law, treaty or convention;
  • will be recognized or accepted by any carrier, bank, counterparty, court, customs authority, or registry in any jurisdiction; or
  • confers, transfers, or perfects title, possession, or any other right in goods, money, or any underlying asset.

Whether a document has legal effect depends on matters outside our control, including the law governing the underlying transaction, the law and practice of each counterparty's jurisdiction, and whether enabling legislation has been adopted where the document is used. The Service is built to align with the control, integrity, and singularity concepts those frameworks rely on, but the legal determination in any given case is not made by DocuShield.

Nothing provided by DocuShield, including the Service, these Terms, any System Rulebook, on-screen text, or support communications, is legal advice. You are responsible for confirming with your own advisers that a document is fit for your purpose in each relevant jurisdiction, and you agree that you are not relying on any statement by DocuShield about legal validity, enforceability, negotiability, title, or cross-border acceptance.

4. Accounts, wallets, and keys

Sign-in. Access uses an email one-time passcode through Magic Link. There are no passwords. You are responsible for controlling which email addresses can access your account and for the actions of your users. Notify us promptly at info@docushield.live if you suspect unauthorized access.

User wallets. Each user is associated with a blockchain wallet whose keys are managed through Magic's email-based key management. DocuShield's servers do not hold those user private keys and do not sign transfers on the user's behalf. Transfers of an actively held Title Escrow are signed in the user's browser, within the user's own authenticated session. Anyone who controls a user's email sign-in can act through that user's wallet.

Registry administration. Separate from user wallets, DocuShield holds registry-administration keys used to mint Title Escrows, pay network fees, and administer the on-chain registry (including pausing the registry, accepting or restoring a title after it has been surrendered, and related admin functions). Those keys are server-held under DocuShield operational control. DocuShield has scheduled the move of registry administration to a multisig arrangement for 16 October 2026; until that move is complete, registry-administration keys remain server-held.

Active titles. For a transferable record actively held in a user's wallet, DocuShield cannot move, reassign, or seize that Title Escrow through ordinary transfer mechanics. Registry administration does not include a function that force-moves an actively held Title Escrow to DocuShield or to another party. Compromised or misused registry-administration keys could still disrupt the Service (for example by pausing the registry or minting unauthorized new titles). That risk is separate from control of an already-held Title Escrow.

Key loss. DocuShield cannot recover, reset, or restore a user's Magic wallet access, and cannot recover a transferable record whose control has been lost through loss of wallet access. Read and rely on Magic's own terms for key recovery.

The record and its copies. For a transferable record, the on-chain Title Escrow token and the signed Verifiable Credential together constitute the single authoritative record. Any rendered view, PDF, print-out or download is a copy and confers no rights. The Customer must not represent a copy as the record.

On-chain actions are final. Transfers, endorsements, and surrenders are recorded on a public blockchain and are generally irreversible. DocuShield cannot reverse them once made. Any action taken from a user's wallet is the Customer's responsibility.

Network fee subsidy. To make on-chain actions usable, DocuShield may send a small, capped amount of the designated network's native tokens to a user's wallet to cover network transaction fees. This is a subsidy of network fees only. It is not custody of your funds, not a transfer of value between users, and creates no entitlement to any further payment. We may change, cap, or discontinue it at any time.

5. Your responsibilities

You represent and agree, on a continuing basis, that:

  • All information you and your users submit, including document contents and the identities of parties named on documents, is accurate, current, and complete to the best of your knowledge.
  • You have the authority and the right to issue, sign, transfer, endorse, and surrender each document you create or act on.
  • You are solely responsible for the legal sufficiency, form, and effect of the documents you issue and for ensuring each document is appropriate for its intended transaction and jurisdictions.
  • You will use the Service only for lawful business purposes and in compliance with all laws that apply to you and to the underlying transactions, including trade, export-control, customs, data-protection, anti-money-laundering, and sanctions laws.
  • Neither you, your users, nor (to your knowledge) any counterparty you transact with through the Service is the target of trade or economic sanctions, and you will not use the Service to transact with any such person or prohibited jurisdiction.
  • Where a document contains personal data of third parties (for example a shipper, consignee, or notify party), you have a lawful basis to provide it and will comply with your own obligations for that data.

Screening and right to refuse. DocuShield may screen parties named in a document, and the recipients of transfers, against certain published sanctions lists. DocuShield may block, refuse, or delay any issuance, transfer, or other action where it identifies a possible match or otherwise considers that proceeding could breach the law or expose DocuShield or others to legal or security risk. Screening is a limited risk control. It is not applied to every action, and you must not treat the absence of a block as confirmation that a party is not sanctioned. DocuShield does not perform know-your-customer, beneficial-ownership, or politically-exposed-person screening, and its sanctions screening does not replace any check that the law or your own risk policies require. You remain responsible for those checks.

6. Acceptable use

You must not, and must not allow anyone else to:

  • Issue, transfer, or verify any document that is fraudulent, forged, or that you are not authorized to issue or act on.
  • Misrepresent your identity or authority, or the identity or authority of any party named on a document.
  • Use the Service in connection with money laundering, terrorist financing, sanctions evasion, fraud, or any other unlawful activity.
  • Attempt to gain unauthorized access to the Service, other customers' data, or any connected system, or to probe, disrupt, overload, or circumvent any security or access control.
  • Reverse-engineer, decompile, or attempt to derive source code from the Service, except where the law prohibits this restriction.
  • Resell or provide the Service to third parties without our written permission.
  • Use the Service to infringe anyone's intellectual property, privacy, or other rights.

We may investigate suspected violations and suspend or terminate access under Section 12. Records already written to the blockchain cannot be deleted or reversed by DocuShield.

7. Fees

Pilot access. Unless a separate written agreement between the Customer and DocuShield provides otherwise, the Service is provided at no charge to approved customers during the current invited pilot, and no payment method is required. Where a pilot fee or other charge is agreed in a separate written agreement, that agreement sets the fee and the payment terms.

Paid plans (future). DocuShield may later offer paid subscription plans. If you choose one, billing will be a standard fiat subscription processed through Stripe, on the pricing and terms shown at the time you subscribe. Fees will be stated in US dollars and are exclusive of taxes. Any fee is a charge for access to the Service, not custody or transmission of your funds. DocuShield does not store full card numbers.

8. Intellectual property and your content

DocuShield and its licensors own the Service, including its software, designs, trademarks, and documentation. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes.

You own the content you submit. You grant DocuShield a worldwide, non-exclusive license to host, process, transmit, and display that content solely to provide, secure, maintain, and improve the Service, as described in the Privacy Policy. You acknowledge that issuing a document creates a signed, tamper-evident record and, for transferable records, immutable public on-chain data.

If you send us feedback or suggestions, we may use them without restriction.

9. Third-party services and the blockchain

The Service depends on third-party services we do not control, including Magic (authentication and wallet key management), the public blockchain network designated for Title Escrows and its RPC providers, Stripe (payments, if a paid plan is enabled), Resend (transactional email), and our hosting and database providers. Those services are subject to their providers' own terms. DocuShield is not responsible for their availability, security, or performance.

DocuShield is not responsible for the integrity, confidentiality or availability of any document, key or credential that is stored, managed or transmitted using software, wallets or services other than those provided or designated by DocuShield.

The designated blockchain is a public, immutable ledger operated by third parties. The identity of the designated network, its chain identifier and the addresses of the DocuShield registry contracts are published in the System Rulebook or, until it is published, on the technical disclosures page at docushield.live/technical, so that you and your advisers can assess the network you are relying on. On-chain data cannot be edited or deleted once written. Network availability, fees, and confirmation times are outside our control, and DocuShield cannot reverse a confirmed on-chain transaction. Revocation marks a document as invalid in our system but does not remove the underlying on-chain record.

10. Disclaimers and limitation of liability

AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SECTION 3 APPLIES IN FULL.

NO INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT LIMIT THE CUSTOMER'S OBLIGATIONS UNDER SECTION 11 OR ITS LIABILITY FOR A BREACH OF SECTION 6.

CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOCUSHIELD'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE AND THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO DOCUSHIELD IN THE TWELVE MONTHS BEFORE THE CLAIM AND (B) ONE THOUSAND US DOLLARS (US$1,000). THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT INCREASE THIS CAP.

Carve-outs. Nothing in these Terms limits liability that cannot be limited under applicable law, including for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

You acknowledge that these disclaimers and limits are a fundamental part of the bargain and reflect the pilot stage of the Service and the fees, if any, charged for it.

11. Indemnity

You will defend, indemnify, and hold harmless DocuShield and its officers, employees, and agents from third-party claims, and resulting losses, costs, and reasonable legal fees, arising out of: your or your users' breach of these Terms; any document you issue, transfer, endorse, surrender, or verify, including any claim that it is inaccurate, invalid, unauthorized, or fraudulent; the content you submit, including third-party personal data; or your violation of any law or third-party right.

We will notify you promptly of a claim and let you control the defense, with our right to participate through our own counsel. You may not settle a claim in a way that imposes obligations or admissions on DocuShield without our written consent.

12. Term, suspension, and termination

These Terms apply from your first access and continue until terminated.

Either party may terminate at any time on notice. You may stop using the Service at any time, and we may end pilot access on reasonable notice. Where a separate written agreement sets a term or notice period, that agreement applies.

We may suspend or restrict access immediately if we reasonably believe you or a user has violated Section 6, poses a security or legal risk, is using the Service unlawfully, or where required by law or a third-party service. Either party may terminate for the other's material breach that is not cured within a reasonable period after notice.

After termination:

  • Documents already issued and records already written on-chain are not deleted or reversed.
  • Any transferable record actively held in a user's wallet remains under that user's wallet control. DocuShield's inability to force-move an active Title Escrow is unaffected by termination.
  • You may lose access to the DocuShield application and its off-chain data as described in the Privacy Policy, but your on-chain holdings persist on the public ledger independently of DocuShield.

Sections 3, 4, 5, 8, 9, 10, 11, 12, 13, and 14 survive termination.

13. Governing law

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of New York, United States, without regard to its conflict-of-law rules. The state courts located in New York County, New York and the United States District Court for the Southern District of New York have exclusive jurisdiction over any such dispute, and each party irrevocably submits to that jurisdiction and waives any objection to venue there. To the extent permitted by law, each party waives trial by jury in any such dispute.

Despite the paragraph above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

These Terms do not govern your documents. These Terms govern the relationship between you and DocuShield in respect of the Service only. They do not govern the underlying trade transaction between you and your counterparties, and they do not determine the legal effect of any document you issue. The governing law of each document is the one stated on its face. For electronic bills of lading, bills of exchange and promissory notes issued as transferable records since 5 September 2026, English law is the only governing law the Service offers. For other document types the Service may offer a menu of governing-law options and a pre-selected default. An available option or default is not advice and does not fit every trade. The issuer is solely responsible for deciding whether an available governing law is appropriate to its transaction, its counterparties, its financing and its insurance, and for not issuing the document through the Service if it is not. The effect of that choice is a matter for the parties to that document and their advisers (see Section 3).

The eBL Rulebook has its own governing law. Where a System Rulebook for electronic bills of lading is published, it states its own governing law and forum. Disputes arising under that Rulebook follow the law and forum stated in it, and this Section 13 does not apply to them.

14. General

Changes. We may update these Terms. For material changes we will make reasonable efforts to notify you by email to your account address or through the Service before they take effect, and we may require you to accept the updated Terms to keep using the Service. Where we do not ask for fresh acceptance, continued use after the effective date is acceptance. If you do not agree, stop using the Service.

Notices and electronic communications. Notices to DocuShield go to info@docushield.live. Notices to you may be sent to the email address on your account or posted in the Service. You consent to receiving communications from us electronically, and you agree that these electronic communications satisfy any legal requirement that a notice be in writing.

Entire agreement. These Terms, the documents they incorporate, and any separate signed agreement are the entire agreement between us regarding the Service.

Severability and waiver. If any provision is unenforceable, it will be modified to the minimum extent needed or severed, and the rest remains in effect. Failure to enforce a provision is not a waiver.

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or a successor entity, or in connection with a merger, acquisition, reorganization, change of corporate form or domicile, or sale of assets.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of the internet, public blockchain networks, or third-party services.

Relationship. The parties are independent contractors. No partnership, agency, joint venture, or employment relationship is created. There are no third-party beneficiaries.

15. Contact

Questions about these Terms and legal notices: info@docushield.live
Privacy questions and data-subject requests: see the Privacy Policy.

DocuShield Inc., New York, NY, USA