Master Terms of Service
Governing your Shellcatch HaaS subscription and use of the Virtual Observer platform.
These Master Terms of Service (the “Terms”) govern your purchase and use of the Hardware-as-a-Service offering provided by Shellcatch Inc. (“Shellcatch,” “Company,” “we,” “us,” or “our”), with a place of business at 1000 NW 57th Court, Suite 860, Miami, FL 33126, United States of America.
These Terms, together with the Order Confirmation provided to you at the time of purchase and any exhibits referenced herein, form the complete agreement (the “Agreement”) between Shellcatch and the customer identified in the Order Confirmation (“Customer,” “you,” or “your”). These Terms include, among other things, warranty disclaimers, liability limitations, and use restrictions.
1. Acceptance and Effective Date
1.1 Acceptance. You accept these Terms by doing any of the following, whichever occurs first: (a) checking the acceptance box and completing checkout on the Shellcatch website or order portal; (b) clicking “Accept” or a similar button when activating your Shellcatch Equipment in the Shellcatch Virtual Observer web platform or mobile application; or (c) using the Services after receiving notice of these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, in which case “Customer” refers to that organization.
1.2 Effective Date. The “Effective Date” is the earliest date on which you accept these Terms under Section 1.1.
1.3 Order Confirmation. At the time of your purchase, Shellcatch will provide you an Order Confirmation identifying the Shellcatch Equipment, plan (Prepaid or Standard), quantities, Service Fees, Initial Service Term, and other commercial particulars of your order. Each Order Confirmation is governed by these Terms.
1.4 No Conflicting Terms. Any different or additional terms contained in any purchase order, vendor onboarding form, or similar document submitted by Customer are rejected and shall have no force or effect, even if acknowledged by Shellcatch.
2. Definitions
2.1 “HaaS” means Hardware as a Service.
2.2 “Activation” or “Activated” means the registration of your Shellcatch Equipment with us following your purchase. Your Shellcatch Equipment will be registered to the Shellcatch Virtual Observer web platform under the Program beginning on the Effective Date.
2.3 “Shellcatch Equipment” means the Eligible Equipment which is registered with us upon Activation.
2.4 “Eligible Equipment” means only new Shellcatch®-manufactured equipment (including mounts and accessories) that is purchased within sixty (60) days of your initial subscription and is on the list of devices eligible for coverage at the time of purchase.
2.5 “Manufacturing Defect” means any issue arising from the manufacturing process that hinders the usability or functionality of the product over its expected life. Examples include loose internal fasteners, dead batteries, lens malfunction, or inability of a camera to connect to the Uploader.
2.6 “Replacement Equipment” means the Shellcatch Equipment we provide to you in the event of a malfunction. Replacement Equipment: (a) has been fully inspected and tested before shipping; (b) is of like kind and quality to the Shellcatch Equipment; (c) is either new or refurbished, and may contain original parts; and (d) may be a different model or color than the original Shellcatch Equipment.
2.7 “User Replaceable Components” means certain components of the Shellcatch Equipment that can be replaced by you without returning the Shellcatch Equipment to us. User Replaceable Components are considered Shellcatch Equipment.
2.8 “Order Confirmation” means the order document, on-screen summary, or confirmation email issued by Shellcatch at the time of your purchase, identifying the products and Services ordered, the applicable Fees, and the Initial Service Term.
2.9 “Program” means the software services and hardware components we provide to you as described in these Terms.
2.10 “Services” means the Virtual Observer Monitoring service, the Shellcatch web platform, and any related services described in your Order Confirmation.
2.11 “Customer Data” means non-public data provided by Customer, or generated by the Shellcatch Equipment registered to Customer, to enable the provision of the Services.
3. Services and Support
3.1 Provision of Services. Subject to these Terms, Shellcatch will use commercially reasonable efforts to provide Customer the Services described in the Order Confirmation. As part of registration, Customer will identify an administrative username and password for Customer’s account. Shellcatch reserves the right to refuse registration of, or cancel, passwords it deems inappropriate.
3.2 Technical Support. Shellcatch will provide Customer with reasonable technical support in accordance with the support terms set forth in Exhibit A. Due to the remoteness of some customer locations, on-site technical support may not always be feasible, and Shellcatch may provide remote technical support in lieu of on-site service.
3.3 Hardware Failure Reporting. In the event of a hardware failure, please contact Shellcatch customer support at support@shellcatch.com. A ticket will be created and Shellcatch will begin the applicable support process.
3.4 Manufacturing Defect Claims. In the event of a Manufacturing Defect, Customer must file a claim with Shellcatch customer support at support@shellcatch.com within thirty (30) days of the occurrence. Once your claim is approved, Shellcatch will provide Replacement Equipment by mail (shipping times vary by location) and Customer must return the affected Shellcatch Equipment as described in this Section. Equipment may be returned to the closest Shellcatch regional office. Shipping fees are payable by Customer.
3.5 User Replaceable Components. If the Shellcatch Equipment experiences a Manufacturing Defect, Shellcatch may, in its sole discretion, send User Replaceable Components that Customer can use to repair or replace the Shellcatch Equipment. In such an event, Customer may, at Shellcatch’s sole discretion, be required to return any Shellcatch Equipment that is the subject of the claim.
3.6 Coverage Period. If a unit has a Manufacturing Defect or failure during the first year after the date of purchase and during normal operation, Shellcatch will replace it with Replacement Equipment. Examples of normal use include corrosion, cable deterioration, sun damage, and water intrusion arising under ordinary operating conditions.
3.7 Exclusions from Coverage
The Program does not cover any of the following:
- Accidents caused by mishandling;
- Incidental or consequential damages;
- Loss, theft, abuse, misuse, improper installation, or customer negligence;
- Cosmetic damage to the Shellcatch Equipment, including scratches and dents that do not affect functionality;
- Damage resulting from use with batteries, power cables, or other battery charging/recharging accessories or devices not manufactured by Shellcatch®;
- Damage caused by use of the Shellcatch Equipment with any third-party accessory;
- A product with a serial number that has been altered, defaced, or removed, or that has been modified to alter its functionality or capability;
- Contraband or property in the course of illegal transportation or trade;
- Property in transit to Customer;
- Consumable items such as batteries (one standard battery will be provided with Replacement Equipment on claims approved for replacement if the battery has also experienced a Manufacturing Defect); and
- Any third-party accessories not manufactured by Shellcatch®, including mounts, memory cards, external storage devices, color face plates, personalized data, or customized software.
4. Restrictions and Customer Responsibilities
4.1 Restrictions. Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or any related software, documentation, or data (“Software”); (b) modify, translate, or create derivative works based on the Services or any Software, except as expressly permitted; (c) use the Services or any Software for time-sharing or service bureau purposes, or for the benefit of any third party; or (d) remove any proprietary notices or labels.
4.2 Export Compliance. Customer may not remove or export from the United States, or allow the export or re-export of, the Services, Software, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency.
4.3 Lawful Use. Customer represents and warrants that it will use the Services only in compliance with Shellcatch’s then-current published policies (the “Policy”) and all applicable laws and regulations.
4.4 Customer Equipment. Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, and web servers. Customer is also responsible for maintaining the security of its account, passwords, and files, and for all uses of its account or equipment with or without Customer’s knowledge or consent.
5. Confidentiality and Proprietary Rights
5.1 Confidentiality. Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information of the Disclosing Party (“Proprietary Information”). The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information; and (b) not to use or divulge such Proprietary Information to any third party.
5.2 Ownership. Customer owns all rights to the Customer Data. Shellcatch owns and retains all right, title, and interest in: (a) the Services and Software, and all improvements, enhancements, or modifications thereto; (b) any software, applications, inventions, or other technology developed in connection with implementation or support; and (c) all intellectual property rights related to any of the foregoing.
5.3 Usage Data. Shellcatch may collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies. Shellcatch may use such data during and after the term of the Agreement to (a) improve and enhance the Services; and (b) disclose such data solely in aggregate or other de-identified form in connection with its business.
6. Fees and Payment
6.1 Fees. Customer will pay Shellcatch the fees identified in the Order Confirmation in accordance with the terms therein (the “Fees”). Service Fees are charged per month, per camera, payable in advance, unless otherwise stated in the Order Confirmation. Shipping fees, customs, and delivery expenses are at additional charge.
6.2 Overage and Additional Fees. If Customer’s use of the Services exceeds the Service Capacity set forth in the Order Confirmation or otherwise requires additional fees, Customer will be billed for such usage and agrees to pay the additional fees as provided herein.
6.3 Fee Changes. Shellcatch reserves the right to change the Fees or institute new charges at the end of the Initial Service Term or any then-current renewal term, upon thirty (30) days’ prior notice.
6.4 Invoicing. Full payment for invoices issued in any given month must be received by Shellcatch within thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower.
6.5 Billing Disputes. If Customer believes Shellcatch has billed it incorrectly, Customer must contact Shellcatch within sixty (60) days after the closing date on the first billing statement in which the error appeared.
6.6 Data Cycles. As used in this Agreement, “data cycles” refers to the full lifecycle management of data generated by the EM Shellcatch system, encompassing data storage, access, and automated data processing and management capabilities. Data cycle terms are defined per service phase as follows:
(a) Pilot Phase. During the pilot phase, Customer will have access to unlimited data cycles under a custom flat rate, as specified in the applicable quote or invoice.
(b) Post-Pilot Phase. Upon conclusion of the pilot phase, Shellcatch and Customer will jointly review data cycle needs and associated costs based on actual usage and operational requirements observed during the pilot. Post-pilot data cycle terms, including applicable limits and rates, will be individually tailored to each Customer and confirmed in writing through the corresponding commercial documentation before the post-pilot phase commences.
6.7 Taxes. Customer is responsible for all taxes, levies, or duties imposed by taxing authorities in connection with the Services, other than U.S. taxes based on Shellcatch’s net income.
7. Term, Trial, and Termination
7.1 Term. The Agreement begins on the Effective Date and continues for the Initial Service Term specified in the Order Confirmation. The Agreement will automatically renew for additional periods of the same duration unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
7.2 Trial Period. Customer has fourteen (14) days from the date of hardware receipt to evaluate the suitability of the Services (the “Trial Period”). At the conclusion of the Trial Period, Customer will either: (a) immediately cease all use of the Services and return the hardware; or (b) continue using the equipment and Services. If Shellcatch has not received the returned hardware within ten (10) days after the Trial Period ends, Customer will be deemed satisfied.
7.3 Termination for Cause. Either party may terminate the Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment) if the other party materially breaches any term or condition of these Terms.
7.4 Effect of Termination. Upon expiration or termination, Shellcatch will make Customer Data available for electronic retrieval for a period of thirty (30) days, after which Shellcatch may delete stored Customer Data.
8. Warranty and Disclaimer
8.1 Service Warranty. Shellcatch shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions, and shall perform any implementation services in a professional and workmanlike manner.
8.2 Disclaimer. Shellcatch does not warrant that the Services will be uninterrupted or error-free. Except as expressly set forth in this Section, the Services are provided “as is” and Shellcatch disclaims all warranties, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
9. Indemnification
9.1 By Shellcatch. Shellcatch shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided that Shellcatch is promptly notified and given sole control over defense and settlement.
9.2 Exclusions. The foregoing obligations do not apply to portions of the Services: (a) not supplied by Shellcatch; (b) made in accordance with Customer specifications; (c) modified after delivery; (d) combined with other products where the infringement relates to the combination; (e) where Customer continues infringing activity after notice; or (f) where use is not in accordance with these Terms.
9.3 Remedies. If the Services are held to be infringing, Shellcatch may: (a) replace or modify them to be non-infringing; (b) obtain a license; or (c) terminate the Agreement and refund prepaid, unused Fees.
10. Limitation of Liability
Notwithstanding anything to the contrary, except for bodily injury of a person, Shellcatch and its suppliers, directors, officers, affiliates, representatives, contractors, and employees shall not be responsible or liable under any theory of contract, negligence, strict liability, or otherwise: (a) for error or interruption of use, or for loss or inaccuracy or corruption of data; (b) for any indirect, exemplary, incidental, special, or consequential damages; (c) for any matter beyond Shellcatch’s reasonable control; or (d) for any amounts that, together with all other claims, exceed the fees paid by Customer in the twelve (12) months prior to the act that gave rise to the liability.
11. Changes to These Terms
11.1 Updates. Shellcatch may update these Terms from time to time. When we do, we will update the “Version” and “Effective Date” and post the revised Terms at shellcatch.com/voterms.
11.2 Notice of Material Changes. For changes that materially adversely affect Customer’s rights or obligations, Shellcatch will provide at least thirty (30) days’ advance notice by email or in-app notice.
11.3 Continued Use. Customer’s continued use of the Services after the effective date of an updated version constitutes acceptance of the updated Terms. If Customer does not agree, Customer may terminate the Agreement before the change takes effect by providing written notice to support@shellcatch.com.
11.4 Version Records. Shellcatch will maintain an archive of prior versions at versioned URLs of the form shellcatch.com/voterms/v[number]-[date].
12. Governing Law and Dispute Resolution
12.1 Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions.
12.2 Dispute Resolution. [To be finalized by counsel before public posting. Recommended structure: (a) informal dispute resolution requiring sixty (60) days of good-faith negotiation; (b) binding individual arbitration under JAMS or AAA rules, seated in San Francisco, California; (c) class-action and class-arbitration waiver; (d) carve-out for injunctive relief to protect IP and confidential information; (e) thirty (30) day opt-out window.]
13. Miscellaneous
13.1 Severability. If any provision is found unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary so the remainder remains in full force.
13.2 Assignment. This Agreement is not assignable by Customer except with Shellcatch’s prior written consent. Shellcatch may transfer and assign any of its rights and obligations without consent.
13.3 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous agreements relating to its subject matter.
13.4 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement.
13.5 Attorneys’ Fees. In any action to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.
13.6 Notices. All notices to Shellcatch must be in writing and will be deemed given when personally delivered, electronically confirmed via email to legal@shellcatch.com, the day after being sent for next-day delivery, or upon receipt by certified mail.
13.7 Marketing Cooperation. The parties shall work together in good faith to issue at least one mutually agreed-upon press release within ninety (90) days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Shellcatch to serve as a reference account upon request.
Exhibit A
Support Terms
Shellcatch will provide technical support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 a.m. through 5:00 p.m. (GMT-5), with the exclusion of U.S. federal holidays (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by emailing support@shellcatch.com. Customer may also reach out directly to Shellcatch at web.shellcatch.com using the chat icon in the bottom-right corner. Responses can be received within minutes during business hours.
Shellcatch will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.