Terms of Service

1. About these Terms

These Terms of Service ("Terms") govern your access to and use of the Overwatch waitlist and marketing website (the "Site"). The Site is operated by Cradle Labs Limited("Cradle Labs", "we", "us", "our").

By accessing or using the Site, or by submitting your details to our waitlist, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, please do not use the Site.

Email: hello@dterminal.net

2. Eligibility

The Site is intended for individuals who are at least 16 years old. By using the Site or joining the waitlist, you confirm that you are 16 or older and that the information you provide is accurate and your own.

3. The waitlist

Overwatch is described publicly as multi-camera AI surveillance software that detects incidents on security cameras and notifies users via WhatsApp and Telegram, with a conversational AI assistant. Overwatch is not yet generally available. The current purpose of the Site is to allow you to register interest and join a waitlist.

You acknowledge and agree that:

• Joining the waitlist does not guarantee access to Overwatch, or access within any particular timeframe, or at all.
• No purchase is made and no contract for the supply of Overwatch is formed by joining the waitlist.
• No pricing, feature, availability or launch-date commitment is made to you. Any such information, if provided, is indicative only and may change.
• We may change, suspend, limit or discontinue the waitlist, any waitlist benefit, or the Overwatch product (in whole or in part) at any time, without liability to you.
• If and when Overwatch becomes available, separate terms will apply and will be presented to you at that time.
• The Overwatch product is offered in the deployment models described in Section 4. Separate Product Terms, an Order or written quote (covering any fees, equipment and installation), and, for the hosted/managed model, a Data Processing Agreement, are separate documents that are binding only when agreed and signed by you and Cradle Labs. They are not entered into through the Site or by joining the waitlist.

4. The Overwatch service and deployment models

Overwatch is multi-camera AI surveillance software that is intended to detect incidents on connected security cameras and notify users via WhatsApp and Telegram, with a conversational AI assistant (the "Overwatch Service"). This section describes the intended offering so that you can understand how Overwatch is expected to work. It is forward-looking and provided for information only. Overwatch is not yet generally available, and nothing on the Site or in the waitlist provides, licenses or sells the Overwatch Service to you.

No product contract formed via the Site. No contract for the supply of the Overwatch Service, and no licence to use it, is created by your use of the Site, by joining the waitlist, or by any description, demonstration, quote or indicative pricing we may provide. Before the Overwatch Service is provided to any customer (the "Customer"), the Customer and Cradle Labs must enter into separate written product terms (the "Product Terms"), an order or quote covering scope and any fees, equipment and installation (an "Order"), and, where Cradle Labs processes personal data on the Customer's behalf, a data processing agreement (the "DPA"). The Product Terms, Order and DPA, once agreed in writing, govern the Overwatch Service and prevail over these Terms in respect of the Overwatch Service. Until they are agreed and signed, Cradle Labs is under no obligation to provide the Overwatch Service, and no Product Terms, Order or DPA is entered into through the Site or by joining the waitlist.

When offered, the Overwatch Service is expected to be made available in two deployment models.

(a) Self-hosted / on-premises

Cradle Labs sets up the Overwatch system and connects the Customer's cameras. All video capture, processing and storage runs on the Customer's own hardware and infrastructure; video is not ingested by or processed on Cradle Labs' servers in this model. There may be installation costs and costs for required equipment, which are quoted and agreed separately under an Order (see Section 5). The Customer is solely responsible for its own hardware, networks and infrastructure and their configuration, availability and security; for lawful operation of its cameras; and for providing any notices and obtaining any consents or authorisations required for persons who may be recorded. Cradle Labs' role in this model is limited to the agreed setup and any maintenance or support that is separately agreed in writing.

(b) Hosted / managed

Video ingestion and processing occur on Cradle Labs' servers. To use this model, the Customer must authorise and expressly consent to Cradle Labs (and its sub-processors) capturing, ingesting, transmitting, processing and storing the Customer's video, and to Cradle Labs forwarding video and related data to third-party artificial-intelligence providers for the purpose of detecting incidents and operating the Overwatch Service. Such third-party AI providers are engaged under contractual terms that restrict them from using the Customer's data or content to train, fine-tune or improve their own models, and that require them to process the data only to provide the relevant functionality to Cradle Labs. We maintain a list of sub-processors and will give the Customer prior notice of any intended addition or replacement, with the opportunity to object, as set out in the DPA. This processing is governed by the DPA. As between the parties, the Customer remains the controllerof its footage and is responsible for establishing a lawful basis for recording and processing and for providing any notices and obtaining any consents required for recorded individuals. Cradle Labs' processing of personal data in this model is carried out as a processor and is described in our Privacy Policy (Section 3) and our Data Processing Agreement.

Ownership and intellectual property. The Overwatch Service, the Overwatch software, models, configurations, documentation and all related intellectual property are and remain owned by or licensed to Cradle Labs Limited. If and when the Overwatch Service is provided, the Customer receives only a limited, non-exclusive, non-transferable right to use it strictly in accordance with the Product Terms, and acquires no other rights. As between the parties, the Customer owns the video footage it records through its own cameras. The Customer grants Cradle Labs only the rights necessary to provide, secure, maintain and support the Overwatch Service in the chosen deployment model, as further set out in the Product Terms and DPA.

Customer responsibilities and acceptable use of the Overwatch Service. The Overwatch Service is intended for lawful surveillance and security purposes only. Any Customer using the Overwatch Service must: comply with all applicable laws, including privacy, data protection, CCTV/video-surveillance, workplace-monitoring and biometric laws; install and operate cameras only in locations and in a manner permitted by law; provide all required signage, notices and information and obtain all required consents or other lawful bases for recording and processing individuals; and not use the Overwatch Service for unlawful, covert, harassing or discriminatory monitoring, or in any way that infringes the rights of others. Where the Customer's use involves biometric or special-category data (for example, facial recognition), the Customer is responsible for identifying a valid condition under Article 9 of the UK/EU GDPR and for any required appropriate-policy document or data protection impact assessment. Cradle Labs is not responsible for how a Customer deploys, positions or uses cameras or the Overwatch Service, or for the Customer's compliance with laws applicable to its own surveillance activities.

AI output limitations. Incident detection and the conversational AI assistant are probabilistic and automated. They may produce inaccurate, incomplete, delayed, false-positive or false-negative results, and do not constitute a guarantee that any incident, intrusion, hazard or event will be detected, classified or notified correctly or at all. The Overwatch Service is an assistive tool only and is not a monitored alarm or guarding service and not a substitute for emergency services, professional monitoring or human security personnel, particularly where life, safety or valuable property is at risk. The Customer is responsible for maintaining appropriate independent safety, security and emergency measures and must not rely on the Overwatch Service as its sole safeguard. These limitations are in addition to, and to be read with, the Disclaimers and Limitation of liability sections of these Terms.

5. Fees, equipment and installation

The Overwatch Service is expected to be a paid product, and certain deployment models may require equipment and installation work. Any fees, charges, equipment costs, installation costs and related terms will be set out in an Order or written quote agreed between Cradle Labs and the Customer before the Overwatch Service is provided.

You acknowledge and agree that:

• Any pricing, packages, equipment lists, installation scope, service levels, features, timelines and availability that may be referred to on the Site, in the waitlist, or in any discussion, demonstration or indicative quote are indicative and non-binding, are provided for general information only, and may change or be withdrawn at any time.
• No fee, equipment or installation commitment is binding on either party unless and until it is set out in a written Order agreed and signed by the Customer and Cradle Labs. Quotations are valid only as, and for the period, expressly stated in them.
• No charge is or will be incurred by using the Site or joining the waitlist. Joining the waitlist does not reserve pricing, equipment, installation capacity or availability, and does not entitle you to the Overwatch Service on any particular terms or at all.
• Equipment supply, installation, maintenance and support (if any) will be provided only as expressly described in the applicable Order and Product Terms, and any third-party equipment may additionally be subject to the relevant manufacturer's or supplier's terms and warranties.

6. Acceptable use of the Site

You agree to use the Site only for lawful purposes and in a way that does not infringe the rights of, or restrict or inhibit the use of the Site by, anyone else. In particular, you agree not to:

• submit false, misleading or third-party personal information without authority;
• use the Site to transmit any unlawful, abusive, infringing or malicious content;
• attempt to gain unauthorised access to, interfere with, damage or disrupt the Site, its servers, or any connected systems or networks;
• use any automated means (bots, scrapers) to access or collect data from the Site without our prior written consent; or
• use the Site in any way that breaches applicable law or regulation.

We may suspend or remove your waitlist entry or restrict your access to the Site if we reasonably believe you have breached these Terms.

7. Intellectual property

All content on the Site — including text, graphics, logos, layout, design, and software — is owned by or licensed to Cradle Labs and is protected by intellectual property laws. The names "Overwatch" and "Cradle Labs", and related logos and branding, are trade marks of Cradle Labs Limited.

You may view and use the Site for your own personal, non-commercial purposes. You may not copy, reproduce, modify, distribute, republish or otherwise exploit any part of the Site without our prior written permission, except as permitted by applicable law.

8. Your submissions and feedback

When you join the waitlist you submit your email address (and optionally your name). Our handling of that information is described in our Privacy Policy.

If you send us feedback, suggestions, ideas or other materials about the Site or Overwatch ("Feedback"), you grant Cradle Labs a worldwide, perpetual, irrevocable, royalty-free licence to use, reproduce and incorporate that Feedback for any purpose, without any obligation, attribution or compensation to you. You confirm that any Feedback you provide is your own and does not infringe the rights of any third party.

9. Third-party links

The Site may contain links to third-party websites or services that are not operated or controlled by Cradle Labs. We provide these links for convenience only and are not responsible for the content, policies or practices of any third-party site. Accessing third-party sites is at your own risk and subject to their terms.

10. Disclaimers

The Site is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Cradle Labs makes no warranties or representations, express or implied, regarding the Site, including as to accuracy, completeness, availability, fitness for a particular purpose, or that the Site will be uninterrupted, secure or error-free. Any descriptions of Overwatch are forward-looking and subject to change.

Without limiting the above, any descriptions of the Overwatch Service and its deployment models in Section 4 are forward-looking, indicative and subject to change, and the Overwatch Service is not provided through the Site. To the fullest extent permitted by law, Cradle Labs makes no warranty or representation that the Overwatch Service will detect, classify or notify any incident, intrusion, hazard or event accurately, completely, in time or at all. Incident detection and the conversational AI assistant are probabilistic and automated, may produce false positives, false negatives, inaccurate or delayed results, and do not guarantee safety or security. The Overwatch Service is not a monitored alarm, guarding or emergency service and is not a substitute for emergency services or human security personnel. Any provision of the Overwatch Service will be governed by the applicable Product Terms, Order and DPA, not by these Terms, and is further addressed in Section 11.

11. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.

Subject to the above, to the fullest extent permitted by law, Cradle Labs will not be liable for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, data, goodwill or anticipated savings, arising out of or in connection with your use of (or inability to use) the Site or the waitlist. The Site is provided free of charge, and our total aggregate liability arising out of or in connection with the Site and these Terms is limited to the maximum extent permitted by law.

For the avoidance of doubt, these Terms and the limitations in this section relate to your use of the Site and the waitlist. The Site and waitlist are provided free of charge, and the Overwatch Service is not provided under these Terms. Cradle Labs accepts no liability arising out of or in connection with the Overwatch Service, its deployment models, incident detection, AI outputs, equipment or installation under these Terms; liability in respect of the Overwatch Service is dealt with exclusively in the separately agreed Product Terms, Order and DPA. Nothing in this section excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.

12. Indemnity

You agree to indemnify and hold harmless Cradle Labs against reasonable losses, damages and costs arising from your misuse of the Site or your breach of these Terms or of applicable law.

13. Changes to these Terms

We may update these Terms from time to time. Where we do, we will revise the "Last updated" date above and, where appropriate, take reasonable steps to notify you. Your continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

14. Governing law and jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or their formation, shall be governed by and construed in accordance with the laws of the jurisdiction in which Cradle Labs Limited is incorporated.

You and Cradle Labs Limited each irrevocably agree that the courts of that jurisdiction shall have exclusive jurisdiction to hear and determine any such dispute or claim. Nothing in this clause limits or excludes any mandatory statutory rights, including consumer protection rights, available to you under the law of your country of residence.

15. Contact

If you have any questions about these Terms, please contact Cradle Labs Limited at:

Email: hello@dterminal.net