These Vault Account Terms (these “Terms”) governs the provision of a reward-generating cryptocurrency account (a “Vault Account” and the provision of such Vault Account, the “Services”) by Seashell Technologies, Inc. (“Seashell,” “we”, “our” or “us”) to you, a user of the Services. Seashell and you are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SEASHELL THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 9 (DISPUTES) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 9 WILL NOT APPLY TO YOU BUT ALL OTHER PROVISIONS IN SECTION 9, INCLUDING THE FORUM SELECTION PROVISION, AND THE PROVISIONS OF SECTION 10(D) (GOVERNING LAW) WILL APPLY TO YOU.
1. Agreement to Terms. By using or accessing the Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to access or use the Services. If you are accessing or using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will also refer to that entity.
2. Changes to these Terms or the Services. We may update these Terms and the Services, from time to time, at our sole discretion. If we do, we will let you know by posting the updated Terms on our website and/or we may also send other communications. It’s important that you review these Terms whenever we update them, or you access or use the Services. If you continue to access or use the Services after we posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not access or use the Services anymore, and your sole and exclusive remedy is to terminate use of the Services. Because the Services are evolving over time we may change or discontinue any part of the Services, at any time and without notice, at our sole discretion.
3. Eligibility; Availability.
A. Basic Eligibility.
In order to be eligible to access and use the Services, you must (i) be eighteen (18) years of age or older; (ii) have the legal ability to enter into and be bound by these Terms; (iii) provide the information Seashell requests from time to time to verify your identity and otherwise to comply with applicable laws and regulations; (iv) comply with these Terms, and (v) only use the Services for lawful purposes in compliance with applicable law.
B. KYC.
When you register for a Vault Account, we will ask for documentation and information, including but not limited to copies of your government-issued identification document (e.g., passport, driver’s license). Seashell may also gather and use information about you from third parties, to help us confirm your identity, perform our know-your-client (“KYC”) checks, and/or determine your eligibility to access the Services. The provision of Services is expressly conditioned on your successful completion of our KYC process. You represent and warrant at all times that any and all information provided by you to us is true, accurate, complete, and not misleading in any respect. If any such information changes, it is your obligation to provide the new information to us as soon as practicable following such change.
C. Prohibited Jurisdictions.
Be advised that the Services are not available in some jurisdictions, such as where prohibited by law or by Seashell policy, as updated from time to time; currently, such places include, but are not necessarily limited to, the countries of the United States, Iran, North Korea, Syria, Cuba, the Crimea, Donetsk, or Luhansk Regions of Ukraine, or any other country against which the United States imposes financial sanctions or embargoes.
D. Changes to Availability.
Due to changing regulatory requirements and interpretations regarding Crypto Assets (as defined below), Seashell may use its sole and absolute discretion to, among other things, reject specific applications to open Vault Accounts, prohibit use of part or all of the Services and/or close, terminate, freeze or suspend Vault Accounts, where Seashell, in its sole and absolute discretion, has determined that it is desirable or appropriate for regulatory or policy reasons to do so.
4. Vault Account Services.
A. The Vault Account.
The Vault Account allows you to earn an agreed upon rewards fee from Seashell (“Interest”) in exchange for transferring your digital assets (“Crypto Assets”) to Seashell and participating in the Vault Account program under the terms hereof (as may be amended, restated, or otherwise modified from time to time).
B. Subscription.
Your subscription to the Vault Account (“Subscription”) begins on the date that you fund your Vault Account (“Subscription Start Date”), provided you have completed applicable anti-money laundering checks, and transmitted the applicable crypto asset balance (“Committed Funds”) from a blockchain account you own and control (“Funding Wallet”) to an account designated by Seashell prior to that date. Seashell will reflect your funded balance as the “Account Balance,” and your Account Balance will begin accruing rewards on the Subscription Start Date. Upon your receipt of the Account Balance in accordance with a full repayment of your Account Balance (“Payout”), Seashell’s obligation to you is satisfied in whole and Seashell will have no further obligations to you.
C. Account Instructions.
We will not be liable for following any instruction we receive from you or someone who appears to be you regarding your Vault Account, even if it was not authorized by you, or if it was entered by mistake or is otherwise inaccurate. To verify the authenticity of any instruction we receive through your Vault Account, at our sole discretion we may require your signature or identification in any form we deem necessary, and we may accept digital images and electronic signatures for documents that need to be signed. You agree to reimburse us (and we may charge you or deduct from the balance of your Vault Account) for all claims, costs, losses, and damages, including reasonable attorneys’ fees, that result from our following instructions we receive through your Vault Account to take any action related to your Vault Account. Seashell will not act on any instructions relating to your Vault Account unless Seashell is reasonably certain those instructions are from you or otherwise authorized by you or your legal representative. Seashell may rely on any instructions that are from your verified email address or digitally signed by your Funding Wallet. Seashell may require you to perform additional identity verification steps in its sole discretion. You are solely responsible for the activities under your Vault Account and for securing your Vault Account login, passwords, hints, or any other codes that you use to access your Vault Account and the Services. Seashell is not responsible for any loss or compromise of your access to information and/or your personal information, or for any loss that you may sustain due to compromise of your access information and/or personal information.
D. Rewards Calculation.
Your rewards will begin to accrue immediately upon receipt of your funding into your Vault Account at the reward rate specified on www.app.seashell.com, which rate may change from time to time at Seashell’s sole and absolute discretion (the “Reward Rate”). The Reward Rate is expressed as an annual percentage rewards (“APR”) rate, and rewards will accrue accordingly and will be reflected in your Account Balance.
E. Waves.
Your funded Vault Account will accrue rewards at the APR rate on a monthly basis, each called a “Wave.” You hereby acknowledge and agree that, unless you explicitly instruct us to withdraw or halt your participation in the Vault Account program, your funds will automatically roll over into the next Wave without any further action on your part. Any accrued rewards will not be deemed to be earned by you until the end of each applicable Wave, and if you elect to withdraw or halt your participation in the Vault Account prior to the end of any given Wave (an “Uncompleted Wave”), your Account Balance will not include any rewards otherwise accrued during such Uncompleted Wave. For purposes of this agreement, the first Wave will end March 1st, 2023 at 00:01 UTC.
F. Payout Account Designation.
You must provide Seashell with a blockchain address of which you beneficially own to which any Payout will be made (“Payout Account”). At Seashell’s sole discretion, Seashell may require you to verify your ownership or control of any Payout Account. Seashell reserves the right to refuse any Payout unless there is a Payout Account. At any time, you may request a Payout at the end of the applicable Wave by submitting a request for a Payout (“Payout Instruction”) to Seashell. Seashell will make commercially reasonable efforts to process Payout Instructions within five business days from the end of such Wave. You alone are responsible for ensuring the accuracy, correctness, suitability, and compatibility of your Payout Account for receiving any Payout.
5. General.
A. Compliance.
You will comply with all applicable laws, rules, regulations, and orders of any federal, state, local, or other government (collectively, “Applicable Law”). Seashell may make changes to the Services, or to these Terms, if necessary, desirable or appropriate, in its sole discretion to comply with Applicable Law or for any other reason. Seashell reserves the right, in its sole and absolute discretion, to decline, terminate, suspend, restrict, or otherwise limit any transaction related to your Vault Account, without notice, for any reason whatsoever. Seashell may restrict, suspend, or terminate your access to the Services for any reason, including but not limited to inaccurate or misleading information provided by you, or any doubt or suspicion of fraud, misrepresentation, a sanctioned transaction, money laundering, terrorism financing or other financial crime related to your Vault Account. You acknowledge that our decision to take certain actions regarding your access and/or use of the Services for any reason, in our sole discretion, may be based on confidential criteria that are essential to our risk management, compliance and security protocols. You agree that we are under no obligation to disclose the details of our risk management, compliance or security protocols to you, or to provide any reason for our decision to restrict, suspend or terminate your acess to the Services.
B. Unauthorized Transactions.
You must contact Seashell immediately if you believe that any account or wallet you have used in connection with your Vault Account has been compromised. If you believe there has been any unauthorized transaction regarding your Vault Account, you must immediately notify Seashell and provide such information as reasonably requested by Seashell to determine the nature of the transaction. You understand that you are solely responsible for your use of the Services, regardless of it the use is authorized or done by you. We are not responsible for any unauthorized access or use of the Services.
C. Seashell Technology.
Seashell is the exclusive owner of, and hereby retains all right, title, and interest in and to, the Seashell Technology. Except as specifically provided herein, Seashell does not grant you any right or license, express or implied, in the Services, the Seashell Technology, or any other Seashell Intellectual Property Rights. Unless otherwise expressly specified in writing, Seashell hereby retains all right, title, and interest in and to any deliverables related hereto, including all Intellectual Property Rights.
D. Privacy.
Please review our Privacy Policy, available on our website, which also governs your use of the Services, for information on how we collect, use, and share your information. We may disclose information to third parties about you, your Vault Account, or the transactions you make in accordance with our Privacy Policy.
E. Taxes.
You are solely responsible for all taxes relating to your Vault Account and any amounts earned hereunder. If required, in its reasonable discretion, Seashell will report to the proper tax authorities all amounts paid to you pursuant to your use of the Services.
6. Representations, Warranties and Disclaimers.
A. The Vault Account is not an investment program nor a speculative tool. Rather, you are earning rewards as a customer rewards program offered by Seashell, subject to these Terms.
B. Seashell is not, and as a result of the Services or its use of the Committed Funds will not be required to register under the US Investment Company Act of 1940, as amended.
C. Seashell is not a banking or depository institution. Your Vault Account is not a bank account, deposit account, savings accounts, checking account, or any other type of asset account and should not be characterized as a banking product or service. YOUR VAULT ACCOUNT IS NOT COVERED AGAINST LOSSES BY ANY BANKING, SECURITIES, INSURANCE OR ANY OTHER DEPOSIT INSURANCE OR INVESTOR PROTECTION PROGRAM.
D. Seashell is not a fiduciary with respect to any Crypto Assets. Seashell does not provide any legal, tax or financial advice and you are encouraged to seek your own legal, tax or financial advice prior to making any financial decision, including using the Services.
E. By using the Services, you make the following additional representations, warranties, and agreements:
i. Any Crypto Assets you transfer to Seashell are owned by you and free from any claims, indebtedness, liens, or third-party interests.
ii. All information, data, and documents that you have provided or provide to Seashell are accurate and complete.
iii. You will keep all information, data, and documents provided to Seashell up to date at all times.
iv. You are not a U.S. person as defined in Regulation S under the 1933 Act. Your participation was made in an offshore transaction (as defined in Regulation S) and your use of the Services is not connected to any directed selling efforts (as defined in Regulation S) in the United States.
v. You will not engage in any directed selling efforts with respect to the Vault Account.
vi. You are using the Services for your own account, and not for the account or benefit of any U.S. person, as defined in Regulation S under the 1933 Act, nor as a nominee or agent of any other person, and not with a view to the resale or distribution of any part thereof.
vii. You will not offer, sell, pledge, assign, or otherwise transfer the Vault Account at any time. Furthermore, you will not engage in hedging transactions with regard to this Agreement unless in compliance with the Securities Laws.
viii. The Vault Account may constitute a security or investment product in various jurisdictions, although Seashell does not concede this point in any jurisdiction. Accordingly, you understand and agree that any transfer of the Vault Account is prohibited unless (1) the Vault Account is registered and/or qualified under the applicable securities laws (which Seashell does not undertake to do and does not permit you to do), (2) an exemption from such registration and qualification requirements are available, or (3) in the opinion of qualified counsel, the Vault Account does not constitute a security under applicable law.
ix. You agree that the Vault Account, including any representation thereof, will be and hereby is notated with the following legend:
The Vault Account covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until one year after the Subscription Start Date, as that term is defined in the Vault Account Terms, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.
x. Other than as set forth herein, you have not relied upon any representation or warranty made by Seashell, or by any other person on Seashell’s behalf, in respect of the acquisition of the Vault Account hereunder.
7. Term and Termination.
A. Cancellation.
Seashell may terminate this agreement at any time for any reason in its sole discretion by providing notice to the email address that you have submitted to us. Following termination of your vault account by Seashell, you will be able to withdraw your account balance at the end of the then applicable wave. In addition, users may terminate their vault account at any time by submitting a withdrawal request, which will become effective at the end of the current Wave
B. Payout.
The Payout will be paid in dollar-based stablecoins reflecting the value of your Account Balance but may not be Crypto Assets of the same type as your Committed Funds and may not be identifiable as the same unique tokens, if applicable. You must request a Payout to receive your Account Balance.
8. Indemnity; Limitation of Liability.
A. You will indemnify and hold Seashell and its officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, or (b) your violation of applicable laws or these Terms.
B. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SEASHELL EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Seashell makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Seashell makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
C. SEASHELL WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS OR MISTYPED WALLET ADDRESSES, (II) SERVICE FAILURE OR DATA LOSS, (III) INTERRUPTIONS, DELAYS, ERRORS, OMISSIONS AND/OR DEFECTS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGE TO THE RELEVANT BLOCKCHAIN NETWORKS(S), (IV) UNAUTHORIZED ACCESS TO OUR USE OF THE SERVICES, (V) DECREASED OR INCREASED VALUE OF CRYPTO ASSETS OR (VI) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK. There are risks associated with using an internet-based digital asset, including but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information. Our Services rely on emerging technologies, such as smart contracts, which may change or become non-operational due to third party activity and without prior notice to you or Seashell. You accept and acknowledge that Seashell will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
D. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SEASHELL NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SEASHELL OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
E. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL SEASHELL’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED YOUR COMMITTED FUNDS.
F. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SEASHELL AND YOU.
9. Disputes.
A. Applicability.
The terms of this Section shall apply to all Disputes between you and Seashell. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and Seashell arising under or relating to your Vault Account, the Seashell platform, these Terms, or any other transaction involving you and Seashell, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.
B. Binding Arbitration.
You and Seashell agree to arbitrate all Disputes between the Parties pursuant to the provisions of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEALS ARE LIMITED. Any unresolved controversy or claim arising out of or relating to your use of the Services, except any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be determined by arbitration. All disputes shall be heard by a single arbitrator. The language of the arbitration shall be English.
C. Forum Selection.
The arbitration shall take place in the Republic of Panama unless the Parties mutually agree to another venue.
D. Arbitration Procedures.
The arbitration shall be commenced following the aggrieved party’s notification to the other of the particulars of the controversy or claim along with the aggrieved party’s proposed arbitrator. Where the notified party does not agree with the choice of arbitrator or if no agreement on the choice of arbitrator can be reached within thirty (30) days, then an arbitrator will be one chosen by Seashell. The arbitrator shall render the award within three (3) months of the commencement of the arbitration unless such time limit is extended by the arbitrator. Prior to the issue or delivery of arbitral award, each party will bear its own costs in respect the arbitration, following which the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. An award by the arbitrator shall be final and conclusive and binding upon the Parties and shall not be subject to further appeal. Each party may enforce any award granted in accordance with this section in any court of competent jurisdiction. The arbitrator shall be required to provide in writing to the Parties the basis for the award or order of such arbitrator, and all hearings shall be recorded, with such record constituting the official transcript of such proceedings.
E. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.
YOU AND SEASHELL AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND SEASHELL AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
10. General.
A. Transferability and Assignment.
You may not transfer, assign, or delegate these Terms or any of your rights or duties hereunder, including access to or any benefits of the Vault Account, directly, indirectly, by operation of law, or otherwise, without the prior written consent of Seashell, and any purported transfer, assignment, or delegation without such consent will be void, and Seashell will refuse to register, recognize, or acknowledge any such transfer. Seashell may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors and permitted assigns.
B. Waiver and Amendment.
Except as otherwise provided in these Terms, no modification, waiver, or amendment of any provision of these Terms will be effective unless expressed in writing and signed by both Parties. No delay or failure by either Party in exercising any right, power, or remedy hereunder will operate as a waiver of any such right, power, or remedy. The waiver of a particular obligation in one circumstance will not prevent either Party from subsequently requiring compliance with such obligation in the future.
C. Electronic Communications.
You consent to receive all communications, terms, disclosures, notices, demands, requests, and statements (“Communications”) from Seashell electronically and confirm that you can access, receive, and retain such Communications. Seashell will provide Communications by emailing them to you at the email address specified in the Order Form, or by another method you specify in writing. Because the Services require delivery of Communications electronically, Seashell must suspend the Services if you withdraw such consent.
D. Governing Law.
These Terms and any action related thereto will be governed by the laws of the Republic of Panama, without regard to its conflict of laws provisions.
E. No Third-Party Beneficiaries.
Nothing express or implied herein is intended to confer nor will confer any rights, remedies, obligations, or liabilities whatsoever upon any person other than the Parties and their respective permitted successors and assigns.
F. Feedback.
We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to freely and without restriction use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
G. Severability.
If any provision herein is held to be contrary to law or unenforceable, such provision will be modified and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect.
H. Force Majeure.
Except with respect to obligations to make payments hereunder, neither Party will be deemed in default hereunder, nor will it hold the other Party responsible for, any cessation, interruption, or delay in the performance of its obligations hereunder due to causes beyond its reasonable control, including: earthquake, flood, fire, storm, pandemic, epidemic, or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict, or the inability to obtain sufficient material, supplies, labor, transportation, power, or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment, or decree.
I. Headings and Construction.
The titles, captions, and headings of these Terms are included for ease of reference only and will be disregarded in interpreting or construing these Terms. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to these Terms. The word “including” means including without limitation, and the words “herein”, “hereby”, “hereto”, and “hereunder” refer to these Terms as a whole. Any reference to a day of the week or time will be determined according to Coordinated Universal Time (UTC).
J. Notices.
Any notices or other communications provided by Seashell under these Terms will be given: (i) via email or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. For notices made by posting to the Services, the date of receipt will be deemed the date on which such notice is posted.
K. Survival.
The provisions of Sections 6 (Indemnity; Limitation of Liability), 7 (Disputes), and any other provisions herein which must survive to fulfill their intended purposes, will survive the expiration or termination of your use of the Services.
L. Entire Agreement.
These Terms constitute the entire and exclusive understanding and agreement between you and Seashell regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between you and Seashell regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
M. Contact Information.
If you have any questions about these Terms or the Services, please contact Seashell at support@seashell.com.
11. Definitions.
A. The following terms, as used herein, have the meanings ascribed to them as follows:
i. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
ii. “Seashell Technology” means the computer programs, algorithms, software, code, application program interfaces, works of authorship, know-how, inventions, processes, data, technical specifications, information, tables, and other technology and systems that are used by Seashell in connection with the Services, and all improvements, derivative works, modifications, enhancements, updates, fixes, and new releases thereof, including any documentation thereof.
iii. “Securities Laws” means the U.S. laws regarding the offer or sale of securities, including the Securities Act of 1933 and the Exchange Act of 1934, and any U.S. laws regarding investment advice and investment companies, including the Investment Advisers Act of 1940 and the Investment Company Act of 1940, as well as any regulation promulgated by the U.S. Securities and Exchange Commission, as well as the laws of any other jurisdiction applicable to the offer or sale of a security.
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