OCEAN ACCELERATOR, INC. – TERMS AND CONDITIONS
As a condition of using the Services, you affirm that you are either over 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, waivers, representations and warranties set forth in the Terms, and to abide by and comply with the Terms. You further affirm that you are not under the age of 13, as OCEAN does not offer the Services to children under that age. If you are under 13 years of age, then please do not use the Services.
OCEAN reserves the sole right and discretion to determine eligibility for the Services. Certain products or services may be subject to additional and specific terms, conditions, representations or agreements as determined by OCEAN.
2. CHANGES TO TERMS
OCEAN may revise and update these Terms from time to time in its sole discretion. Unless stated otherwise, all changes are effective upon notice and apply to all access and use of the Services. Your continued use of the Services following notice and posting of any revised Terms means that you accept and agree to the changes.
3. ACCOUNT INFORMATION
It is your responsibility to maintain the security and privacy of your account information with respect to the Services, including any username, password, and email identification. You are responsible for any activity that occurs on your account for any reason. If you have reason to believe that your account has been accessed without your authorization, you must notify us immediately at the contact information provided at the beginning of these Terms. For your protection, if we believe that any unauthorized access may occur or has occurred, we may terminate such access without prior notice to you. You also agree that we are permitted to act upon any instructions received using your username and password and to consider such instructions as authorized by you.
4. TECHNICAL PROBLEMS
OCEAN is not responsible for any technical issues with your use of the Site or the Services related to unavailability or interruptions of the Services for any reason. You may report technical problems by emailing us at the contact information provided at the beginning of these Terms. OCEAN is not responsible for fixing any technical issue submitted or discovered.
5. DELIVERY OF SERVICES
OCEAN agrees to deliver the Services purchased by Customers subject to these terms and conditions and other limitations identified by OCEAN.C
Customer must provide accurate and updated information to OCEAN related to the Services, including, but not limited to, address, email address, payment information, and/or any other information that OCEAN may require to perform the Services.
Customer agrees to pay all charges related to the Services prior to the scheduling and performance of the Services. Customer agrees to pay such charges by valid credit card or debit card. By signing up for the Services, you authorize OCEAN to charge the credit or debit card provided. To the extent that Customer receives ongoing Services, it shall be Customer’s responsibility to maintain updated payment information with OCEAN to continue receiving Services. OCEAN reserves the right to suspend or terminate Services without notice upon the rejection of any credit or debit charges, or if Customer (or its agent or affiliate) seeks return of payments made to OCEAN for Services.
In addition to any other release or waiver of liability contained in these Terms, Customer expressly waives, releases, and holds OCEAN harmless from and against any claim by Customer or any third party related to any damage or injury to person or property that results from or occurs during the delivery of the Services to Customer. Customer acknowledges that the Services may be provides on Customer’s premises, and that Customer assumes the risk of any damage or injury to person or property related to the delivery of the Services at the premises.
These Terms do not create a partnership or agency relationship between OCEAN and any Customer. Customers do not have authority to enter into written or oral (whether implied or express) contracts on behalf of OCEAN.
7. LINKS TO OTHER SITES
The Site and/or the Services may link to or may be accessed in connection with external sites, and may connect you with third party services and/or content. These links or the ability to access other external sites from the Site are provided for your convenience only and do not constitute an endorsement by OCEAN of such sites or their content, products, services or other materials. You access such external sites at your own risk. It is your responsibility to evaluate the content and usefulness of the information obtained from external sites. OCEAN has no control over the content of any external sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any external sites linked to or otherwise accessible from the Site, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such external sites. You agree to hold OCEAN harmless from any loss or liability that may result from the use of any links or access to external sites that may appear on the Site.
In accessing and using the Services, you agree to abide by the following rules, restrictions and limitations. You are solely responsible for your conduct and for your communications and interactions with other Customers and with OCEAN. OCEAN is not responsible for any dispute that may arise between Customers while using the Services.
a. You shall not access or use the Services for any unlawful purpose, or for any use or purpose not intended by OCEAN;
b. You will not use the Services in violation of any law, regulation or ordinance;
c. You will not remove, change or obscure any copyright, trademark notice, trademark, hyperlink or other proprietary rights notices contained within the Services; and,
d. You will not encourage or promote any activity that violates these Terms.
OCEAN reserves the right to terminate your use of the Services at any time, for any reason, in its sole discretion, and without notice. In addition to suspension and/or termination of your use of the Services, nothing in these Terms shall preclude or prohibit OCEAN from pursuing any other remedy available at law or equity in connection with your use of the Services.
10. DISCLOSURE NOTICE
OCEAN reserves the right to access, read, preserve, and disclose any information it reasonably believes is necessary to do any of the following: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including investigation of potential violations of it; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) cooperate with law enforcement authorities; (v) respond to Customer support requests; or (vi) protect our, our Customers’ or the public’s rights, property or safety.
11. INTELLECTUAL PROPERTY
a. You hereby grant to OCEAN a non-exclusive, royalty-free, fully paid-up, right and license to use your data for the purposes of providing you with the Services. You represent and warrant that you are the exclusive owner of your data or have all rights and licenses necessary to grant the rights to your data that you have granted to OCEAN in these Terms without the need to obtain any third-party consents or permissions.
b. The Services (including the underlying technology, systems and software) are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with these Terms, and solely for so long as you are permitted by OCEAN to access and use the Services, OCEAN grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicenseable right to access and use the Services for private, personal, non-commercial use. Unless expressly granted to you in these Terms, OCEAN and its licensors reserve and retain all right, title and interest (including all intellectual property rights) in and to: (i) the Services; and (ii) the technology, systems and software used to provide the Services. This includes software, written materials, electronic materials or information that we may provide you to download, including updates and new features added to the software or materials provided. You shall not circumvent or disable any content protection system or digital rights management technology used in the Services or take any other action in contravention of any intellectual property right of OCEAN with respect to the Services and any other products, services, marks, copyrights, patents and/or trade secrets of OCEAN. Notwithstanding anything in these Terms, OCEAN at all times and in all forms retains full, exclusive and complete ownership of the Services.
c. As may be applicable, certain software code incorporated into or distributed with the Services may be licensed by third parties under various “open-source” or “public-source” software licenses, and such software is not licensed under these Terms and is instead separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with all such license agreements.
12. COMMUNICATIONS WITH OCEAN
13. COPYRIGHT POLICY
a. Copyright Policy. OCEAN takes claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the OCEAN Site or related materials infringe your copyright, you may request removal of those materials (or access to them) by submitting written notice to our Copyright Agent designated below.
b. Notice to OCEAN. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (i) your physical or electronic signature; (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site or Services, a representative list of such works; (iii) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; a statement that the information in the DMCA Notice is accurate; and (vi) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site or App is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
c. Copyright Agent. DMCA Notices must be delivered by email to our designated Copyright Agent:
OCEAN ACCELERATOR, INC.
Attn: Copyright Agent
OCEAN’S SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND THE USE THEREOF IS AT YOUR SOLE RISK. OCEAN MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NONINFRINGEMENT, AND TITLE WITH RESPECT TO THE SERVICES, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. OCEAN DOES NOT WARRANT THAT THE USE OF YOUR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND OCEAN EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES. OCEAN FURTHER DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE TIMELY, ERROR-FREE, SECURE OR UNINTERRUPTED; OR (B) THE SERVICES WILL MEET YOUR REQUIREMENTS.
15. WAIVER, RELEASE AND LIMITATION OF LIABILITY
a. OCEAN IS IN NO EVENT RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, COST OF SUBSTITUTE PROCUREMENT, ARISING IN WHOLE OR IN PART FROM YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR ANY PORTION THEREOF, EVEN IF OCEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OCEAN’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU TO OCEAN DURING THE ONE-YEAR PERIOD PRECEDING SUCH CLAIM OR ONE HUNDRED DOLLARS (USD$100.00), WHICH EVER IS GREATER.
b. WAIVER OF TRIAL BY JURY. BY ENTERING INTO THIS AGREEMENT, YOU WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS. YOU CERTIFY AND ACKNOWLEDGE THAT BY ACCESSING AND USING THE SERVICES THAT YOU MAKE THIS WAIVER KNOWINGLY AND VOLUNTARILY. IF YOU DO NOT AGREE TO SUCH WAIVER, YOU SHOULD NOT USE THE SERVICES.
To the extent permitted by law, you shall indemnify, defend, and hold harmless OCEAN, its parents, subsidiaries, affiliates, and their respective directors, officers, members, owners, investors, employees, representatives, volunteers and agents (each an “Indemnified Party”) from any and all liabilities or losses of any kind arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Customer against an Indemnified Party relating to: (a) your use of the Services, including any payment obligations incurred through receipt of any Services; (b) failure to comply with these Terms by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; or (e) violation of privacy rights or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents.
17. GOVERNING LAW
The laws of the State of Ohio and applicable United States law govern these Terms and matters arising out of or relating to the Services, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter. You irrevocably and unconditionally submit to the jurisdiction of the federal and state courts venued in Hamilton County, Ohio for the purpose of any suit, action, or other proceeding arising out of or based upon this Policy, your access to or your use of the Services, which courts are the exclusive forum for any such suit, action, or other proceeding.
18. OTHER AGREEMENTS; ASSIGNMENT
These Terms are not intended to change or affect any separate agreement or contract that you may have with OCEAN. However, with respect to the Services, these Terms constitute the entire agreement between us with respect to anything related to the Services and your use of the Services. No failure to act on any right by OCEAN shall constitute a further continuing waiver of the same. You have no right to assign any rights under these Terms, but OCEAN may transfer and/or assign any rights under these Terms without limitation and without notice or consent from you.
The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way affect the validity, legality or enforceability of any other term or provision of these Terms. These Terms will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. If a court or arbitrator decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to achieving the purpose of the invalid or unenforceable term or provision, and the parties agree that these Terms shall be enforceable as so modified.
20. ACCEPTANCE OF TERMS
EFFECTIVE DATE: June 1, 2021.