The Full Terms of Service

Because no one likes reading legalese, we've provided a plain-language summary alongside the full legal text. When you agree to our terms of service you are agreeing to the full legal text, which does not include the summary.

Last updated: Jan 5, 2025

Terms of Service

These Terms of Service ( Agreement or Terms ) govern your use of Services provided by Kaz 916 LLC, doing business as sherpa.sh ( we , us , our ).

By using our Services, you agree to both this Agreement and our Acceptable Use Policy. We may update these documents at any time. You re responsible for reviewing them periodically.

Services includes all products, features, and services we offer. Using our Services means you ve read and accepted this Agreement.

If you re using our Services for a company or organization, you confirm you have authority to bind that entity. If you don t have this authority or disagree with these terms, don t use our Services.

What it means: When you start using our platform, we're entering into an agreement together. If you're signing up on behalf of your company, make sure you have the authority to do so.

Payments

We offer Free Tier and paid subscription plans. For enterprise needs, contact us directly. You can upgrade or downgrade your plan anytime, with downgrades taking effect at your next renewal date. We ll bill your credit card or payment method for your subscription and any additional services you use.

By subscribing, you agree that we ll automatically charge your payment method: (1) before each subscription period starts, and (2) for any extra services used in the previous period. Your subscription will auto-renew for the same term unless cancelled.

You confirm that your payment info is accurate and you re authorized to use it. Keep your billing details current. If payments fail, we may suspend or terminate your service. All fees are non-refundable unless specifically stated otherwise.

All payments must be in USD. You re responsible for any applicable taxes, duties, or withholdings. If you re required to withhold any taxes, you ll increase the payment so we receive the full amount owed. We may change our pricing with notice, effective at your next billing period. Continuing to use our service after a price change means you accept the new pricing. Additionally, if our underlying service provider costs increase during any billing period (including prepaid terms), we reserve the right to assess a provider cost adjustment fee with 30 days notice. This fee will be proportional to the increased costs and may be charged immediately, even during prepaid terms. Your sole remedy for such mid-term adjustments is to terminate service and receive a prorated refund of any prepaid amounts, less any provider cost adjustments already assessed.

What it means: We offer both free and paid subscription plans. We'll automatically bill your card for renewals if you're on a paid plan. You're responsible for any applicable taxes, and while we may adjust prices occasionally, we'll always let you know in advance. If our underlying service provider costs increase dramatically, we may need to adjust the price for your current billing period.

Term

This Agreement starts when you accept it and continues until either party ends it. Your subscription (free or paid) automatically renews for the same duration as your initial term unless you cancel. To cancel, email support+cancel@sherpa.sh before your renewal date. Cancellations take effect at the start of your next billing period.

We can terminate or suspend your account immediately and without notice if you: violate these Terms or our Acceptable Use Policy, provide false account information, or if required by law enforcement. If we terminate your account, we may permanently delete your data. We re not liable for any consequences of account termination.

After termination, certain parts of this Agreement continue to apply, including: payment obligations, confidentiality requirements, warranty disclaimers, and liability limitations. You ll still need to pay any outstanding charges.

What it means: Your subscription stays active as long as you use our services and automatically renews. You can cancel anytime by reaching out to our support team. We reserve the right to suspend accounts that violate our terms, but will work with you first to resolve any issues.

Content hosting

To provide our services, we need to store and distribute copies of your files on our servers ( Your Content ). By using our service, you grant us permission to store and distribute Your Content, and give us a transferable license to use Your Content to provide our current services, develop future services, and protect against security threats. You maintain full ownership of Your Content and intellectual property rights.

You are responsible for all content you upload or store using our service, keeping your account credentials secure, and any activity that happens under your account.

We may access your account when needed to provide technical support or for any other purpose required for providing our Services.

We reserve the right to remove any content at our discretion, including but not limited to cases involving third-party complaints or legal issues.

What it means: To provide our service, we need to store copies of your files on our servers. You keep complete ownership of Your Content. We may access Your Content if you need technical support, but we will always keep it secure and private. We may also need to remove content that violates our acceptable use policy.

Free Tier

We provide the Free Tier as a courtesy and maintain complete control over its availability and terms. The Free Tier is strictly limited to personal and non-commercial usage. We can modify or discontinue the Free Tier service at any time without prior notification. Any content you store using the Free Tier may be disabled or removed at our discretion, with or without notice. We retain the right to terminate Free Tier accounts and delete associated data without warning or justification.

What it means: Our free tier is designed for personal and non-commercial use. We may need to modify this offering or remove content without notice to maintain service quality.

Lifetime Access

Lifetime Access subscriptions begin upon payment and Agreement acceptance. This grants perpetual access to specified service allocations while sherpa.sh operates its Services, provided you maintain compliance with these Terms and good account standing.

Your monthly allocations are specified in your plan when you purchase. Allocations reset monthly on billing date. Overages incur charges at current rates. You must monitor your usage.

While sherpa.sh may modify services, your guaranteed allocations remain unchanged for active services. Lifetime Access covers only features available at purchase. Access to new features may require additional fees.

If maintaining Lifetime Access services becomes commercially unreasonable due to increased operational costs, market conditions, or other factors, sherpa.sh reserves the right to: (1) adjust resource allocation limits, (2) assess reasonable cost adjustment fees with 90 days notice, or (3) offer migration to an alternative service plan. If none of these options are mutually agreeable, sherpa.sh may terminate Lifetime Access with 180 days notice. In the event of termination, you will receive a service credit calculated as: Your original Lifetime Access payment minus (Your rate based on our standard usage rates at time of termination × number of months used). This credit can be applied to future service plans in accordance with our Service Level Agreement credit terms.

Upgrading or changing plans automatically terminates Lifetime Access. You transition to standard billing under the new plan terms, immediately ending all Lifetime benefits and guarantees.

We may display sherpa.sh branding on public pages. A white-label add-on subscription removes this requirement without affecting Lifetime status.

sherpa.sh maintains the right to suspend or terminate Lifetime Access for violations of our Acceptable Use Policy, Terms of Service or other policies. Upon such termination, you will not be entitled to any refund of fees paid, and all remaining access, benefits and allocations will be immediately forfeited. You acknowledge that Lifetime Access fees are non-refundable except as specifically provided above, and that termination may result in permanent loss of access without compensation.

What it means: If you've purchased lifetime access, you'll get guaranteed service levels with monthly resource allocations. Just keep in mind that exceeding these limits will result in additional charges. In the rare event we need to end lifetime access, you'll receive a service credit based on your original payment minus usage. Switching to a different plan will end your lifetime access.

Previews

We may offer preview, beta, or experimental features ( Previews ) from time to time. These Previews are provided as-is with no warranties or guarantees. Our standard service level agreements, warranties and support do not apply to Previews. We can modify or discontinue Previews at any time without notice. Previews include any pre-release, beta, evaluation or demonstration features and functionality.

What it means: When we offer beta or preview features, they come with no guarantees. We can change or remove them at any time, and our usual service guarantees don't apply to these experimental features.

Reliability & Uptime

sherpa.sh strives to maintain 99.99% monthly uptime. While we work to maximize availability, you acknowledge that occasional service interruptions may occur. For unplanned downtime, you may be eligible for service credits according to our Service Level Agreement. The complete SLA detailing credit calculations and claim procedures can be found here. The SLA is incorporated into and forms part of these Terms of Service.

What it means: We strive to keep our platform running smoothly with 99.99% monthly uptime. While occasional interruptions may occur, we'll credit you for unexpected downtime. See our Service Level Agreement for more details.

Security

You are responsible for implementing and maintaining appropriate security controls for Your Content, applications, deployments and data, including access controls, authentication, permissions management, and data protection measures. You must obtain any required consents under applicable laws and use reasonable security measures to prevent unauthorized access or data breaches.

We are not liable for any security incidents, data breaches, damages or losses arising from your failure to properly secure your systems or comply with security requirements, including those caused by misconfigurations or inadequate controls. You are solely responsible for maintaining backups of Your Content.

You must immediately report any actual or suspected security incidents or vulnerabilities to support+security@sherpa.sh.

What it means: You're responsible for securing your own data, including access controls and backups. While we maintain platform security, we can't be liable for breaches caused by your configurations. Report any security concerns to support+security@sherpa.sh immediately.

PCI Compliance

sherpa.sh does not process payments or handle payment card data on your behalf. If your application processes, stores or transmits payment card data, you are solely responsible for maintaining PCI DSS compliance as required by the PCI Security Standards Council. This includes implementing and monitoring all applicable PCI DSS controls and requirements. You agree to indemnify and hold sherpa.sh harmless from any PCI DSS violations, fines, penalties or losses arising from your use of our Services.

What it means: If you handle credit card data, you're responsible for following PCI security standards. We don't process payments directly, so maintaining PCI compliance for your application is your responsibility.

HIPAA Compliance

You shall not use the Services to host any Protected Health Information or information that is subject to the Health Insurance Portability and Accountability Act (HIPAA), unless you first obtain sherpa.sh s prior written approval.

What it means: Don't store or process healthcare data without getting our explicit permission first. We need to ensure proper safeguards are in place before handling sensitive medical information.

Temporary Use License

During your authorized service period and while complying with this Agreement, we grant you a personal, non-sublicensable, non-exclusive, non-transferable, limited license to use the Services for your business or personal purposes within your account s service capacity limits. We reserve all rights not explicitly granted. This Agreement does not grant any license or right to use sherpa.sh or third-party trademarks.

What it means: While you're a customer, you can use our services for your business or personal needs, but you can't resell or transfer this right to others. This doesn't give you any rights to our trademarks or intellectual property.

Usage Restrictions

You agree not to: sublicense, resell, rent, lease, transfer, assign or otherwise commercially exploit the Services; reverse engineer or attempt to discover the source code (except where permitted by law after first requesting information from us); modify or create derivative works (unless we explicitly allow it); use for timesharing or service bureau purposes; remove or alter any proprietary notices; or violate any laws or third-party rights.

You must follow our policies and notify us of security issues. We may set and change limits on data retention, storage space, compute capacity and data transfer at any time.

What it means: You can't resell our service, try to reverse engineer it, or use it in ways we haven't authorized. You need to play nice and follow the rules. We may set limits on things like storage and compute capacity if you abuse them.

Representations

You represent and warrant that (i) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in posting and other activities (and allow sherpa.sh to perform its obligations) in connection with the Services without obtaining any further releases or consents; (ii) Your Content and other activities in connection with the Services, and Sherpa s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party s copyright, trademark, right of privacy, or publicity, or other personal or proprietary right and Your Content is not defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iii) you will use the Services only in compliance with Sherpa s standard published policies and documentation then in effect and all applicable laws and regulations.

What it means: You promise that you have the right to use all content you upload, it doesn't violate anyone else's rights, and you'll follow our policies and the law when using our service.

Electronic Communications

By using the Services, you agree to receive electronic communications from us, including service notifications, billing information, and other important updates. These communications are essential to your relationship with us and may require action from you to prevent service interruption. You must maintain a valid, monitored email address associated with your account. You acknowledge that electronic communications from us satisfy any legal requirements for written notice.

What it means: You agree to receive important updates and notices from us via email. Keep your email address up to date since we'll use it for service updates, billing information, and other important communications.

Indemnification

If any third party brings a claim, lawsuit, or proceeding against sherpa.sh related to your use of the Services, your content, or your violation of this Agreement, you agree to defend and indemnify sherpa.sh. This means you ll pay for our defense costs (including reasonable attorney fees), any settlement amounts, and any damages awarded. We ll promptly notify you of any such claims and provide reasonable cooperation in your defense. You ll have control over the defense and settlement, but you can t settle without our written consent unless the settlement fully releases sherpa.sh from liability. We reserve the right to take over the defense at our expense if you fail to defend the claim in a timely manner. Your indemnification obligations survive termination of this Agreement.

What it means: If someone sues us because of something bad you did, you'll help defend us and cover the costs. We'll let you know about any legal issues right away and work with you on the defense strategy.

Company Ownership

sherpa.sh exclusively owns and retains complete ownership rights to the Services, including all improvements, modifications, and related intellectual property. This ownership is absolute and unrestricted.

By providing feedback about our Services, you grant sherpa.sh an unlimited, permanent, worldwide license to use your suggestions however we choose. This includes the right to sublicense your feedback to others. You cannot revoke this license, and you will not receive compensation for your feedback.

While you use our Services, you permit sherpa.sh to display your company name, logo, and trademarks in our marketing and to identify you as our customer. We will follow your brand guidelines if you provide them. Any benefits from our use of your brand belong to you.

What it means: We own our platform and services. If you give us feedback or suggestions, we can use them freely. We may also use your logo to show you're our customer, but we'll follow any brand guidelines you provide.

Disclaimer

THE SERVICES AND SUPPORT SERVICES ARE PROVIDED AS IS AND SHERPASH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SHERPASH DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR DELIVERABLES.

What it means: We provide our service as-is and can't guarantee it will be perfect or error-free. While we strive for excellence, we don't make any promises about specific results you'll get from using our platform.

Limitation of Liability

NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (C) FOR ANY DIRECT DAMAGES, COSTS, LOSSES, OF LIABILITIES IN AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF ONE HUNDRED DOLLARS AND THE FEES PAID BY YOU TO SHERPASH FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THIS AGREEMENT.

What it means: If something goes wrong, our liability is limited. We won't be responsible for indirect damages, and any direct damages are capped at either $100 or the amount you've paid us in the last 6 months, whichever is greater.

Governing Law & Disputes

This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws provisions.

You acknowledge that this Agreement is a contract between you and sherpa.sh, even though it may be electronic and may not be physically signed by you and sherpa.sh, and it governs your use of the Services.

If you are located and headquartered in the United States, all disputes will be resolved exclusively in the federal and state courts of Hillsborough County, Florida. You agree to submit to the jurisdiction of these courts and waive any objections to this venue. Any final judgment may be enforced in other jurisdictions. For users located and headquartered outside the United States, disputes will be governed by Florida law and resolved through binding arbitration under JAMS rules in Tampa, Florida. The arbitration will be conducted in English by a single qualified arbitrator chosen by mutual agreement or appointed by JAMS. All participants must keep the arbitration confidential. Any arbitration demand must detail the claims, damages sought, and requested remedies. You may opt-out of arbitration within 30 days of first using our Services by emailing support+legal@sherpa.sh with subject line COMPANY ARBITRATION OPT-OUT . If you opt-out, we will also not be bound by the arbitration provisions.

What it means: Florida law governs our agreement. If you're in the US, disputes go to Florida courts. If you're outside the US, disputes go to arbitration in Tampa, Florida - but you can opt out of arbitration within 30 days of starting to use our service.