Ocean is a subscription shopping experience that allows you to connect with your favorite Brands and Retailers and receive exciting benefits in exchange for shopping with them ("Ocean"). These Ocean Terms of Use (as amended from time to time, the "Terms of Use") apply to your access to and use of our website available at www.shopocean.co, the Ocean application, our other websites, mobile apps, widgets, APIs, emails, and other online products and services (collectively, including any new features and applications, the "Services") provided by Ocean Ecom Inc. or any of its affiliates - ("Company", "we", "us" or "our"). For purposes of these Terms of Use, a "Retailer" or "Brand" is an e-commerce brand that participates in Ocean. These Terms of Use also apply to your use of the Services on any Brand's site.
By clicking or ticking a box to agree to these Terms of Use or by creating an Account, interacting, downloading, accessing or using the Services, you agree to be bound by these Terms of Use. Please read these Terms of Use carefully before downloading, accessing or using the Services, as they affect your legal rights and obligations. If you do not agree to these Terms of Use, you may not download, access or use the Services. You affirm that you have the capacity to agree to these Terms of Use and are of legal age. The Services are not intended for use by underage individuals. When using or interacting with the Services, these Terms of Use and the documents describing your benefits ("Benefits Package") apply to your use of the Services. Your use of the Services may also be subject to certain third-party terms such as those set forth by the approved third-party electronic payment provider used to receive your funds. By utilizing the Services you agree to be bound to such third-party terms.
NOTE THAT THE "GOVERNING LAW AND ARBITRATION AGREEMENT" SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE, WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT AND THAT YOU AND THE COMPANY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY. BY USING THE SERVICES OR ACCEPTING THESE TERMS OF USE, YOU HEREBY AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT.
The Services are owned and operated by us. The visual interfaces, graphics, design, compilation, information, data, computer code (source and object code), products, services, trademarks, and all other elements and “look and feel” of the Services (“Materials”) provided by us are protected by intellectual property and other laws. All Materials included in the Services are the property of the Company or its third-party licensors. You acknowledge and agree that you shall not acquire any ownership rights whatsoever by downloading Materials. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in these Terms of Use. You may only use the Materials as expressly set forth in these Terms of Use. UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF THE MATERIALS IS STRICTLY PROHIBITED.
a. License. Subject to your complete and ongoing compliance with these Terms of Use and the Benefits Package, we grant you a personal, non-exclusive, non-transferable, revocable, limited license to: (a) install and use a copy of our mobile application associated with the Services that is obtained from a legitimate marketplace on a mobile device owned or controlled by you solely for your personal, non-commercial use; and (b) access and use the Services and Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device) for your personal, noncommercial use. We reserve all rights not expressly granted to you by these Terms of Use.
b. Non-Permissive Use. Except and solely to the extent such a restriction is impermissible under applicable law, you may not, without our written agreement: license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Materials; copy, reproduce, modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services or Materials; access the Services or Materials in order to build a similar or competitive website, product, or service, except as permitted under these Terms of Use; delete copyright or other proprietary rights notices on the Services; or use any robot, scraper, or other data mining technology or process to frame, mask, extract data or other materials from, copy or distribute the Services or Materials.
c. Modification of Services. We are always improving our Services. This means we may add or remove features, products, or functionalities; we will try to notify you beforehand via the Services, but that won’t always be possible. We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of the Services will be subject to these Terms of Use, which may be updated from time to time. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
d. Prohibited Uses. In addition to any prohibitions of your use of the Services as mentioned in these Terms of Use, you may not do any of the following: use the Services in any manner that could interfere with, disable, disrupt, overburden, or otherwise impair the Services; gain access to (or attempt to gain access to) another user’s Account or any non-public portions of the Services, including the computer systems or networks connected to or used together with the Services; upload, transmit, or distribute to or through the Services any viruses, worms, malicious code, or other software intended to interfere with the Services, including its security-related features, features that prevent or restrict the use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services; use the Services to violate applicable law or infringe any person’s or entity's intellectual property rights or any other proprietary rights; use the Services in any manner that we reasonably believe to be an abuse of or fraud on us, any Brand, or any payment system; or use the Services in any way that violates these Terms of Use or any applicable third-party terms. We encourage you to report content or conduct that you believe violates these Terms of Use. We also support the responsible reporting of security vulnerabilities. To report a security issue, please email: security@shopocean.co
Our Privacy Policy (“Ocean Privacy Policy”) explains how and why we collect, use and share information about you in relation to the Services. You understand that by creating an Account or accessing the Services, you consent to the collection and processing of this information as set forth in the Ocean Privacy Policy. This includes authorization for us to receive your purchase and activity history from e-commerce services and Brands that you have previously interacted with or choose to interact with in the future (“Brand Data”). We may monitor your use of the Services in order to provide feedback and improve the services we offer.
a. Account Creation and Monitoring. To use certain features of the Services, you may be required to create an account or link another account (such as your Apple or Google account) (an “Account”) and provide us with a username, password, and certain other information about yourself as described in the Ocean Privacy Policy. Creating multiple Accounts is prohibited and considered fraudulent activity. You are solely responsible for the information associated with your Account and anything that happens related to your Account. You must maintain the security of your Account and immediately notify us at security@shopocean.co if you discover or suspect that someone has accessed your Account without your permission.
b. Account Restrictions. We reserve the right, but have no obligation, to accept or refuse your request to subscribe to Ocean at our sole discretion. You may not transfer or assign your subscription. We reserve the right to place an Account on hold at our discretion to investigate potential fraud or misuse of the Services. You acknowledge that the Services may be unavailable from time to time for any reason, including without limitation, routine maintenance. You agree to comply with all rules, laws and regulations that are applicable to your use of the Services, including, without limitation, those governing your transmission or use of any software or data. The Services are intended for personal, noncommercial use only. If you are under 16 years of age, you are not authorized to use the Services with or without registering. In addition, if you are between the ages of 16 and 18 years old, you may use the Services, with or without registering, only if you have the approval of your parent or guardian. If you are a parent or guardian of a user that is under 18 years old (or the age of majority in your state), you authorize and are responsible for all Account activity taken by the minor user.
a. General. To be able to access and use the Services, your Account must have an active monthly subscription. Subscribing requires paying a monthly subscription fee as described in the Benefits Package (“Subscription Fee”). From time to time, we may offer free-trials, but reserve the right, at all times, to levy a fee for your subscription. If you don’t cancel your free-trial to the subscription services before the end of the free-trial, your registered Payment Method will be charged the Subscription Fee at the end of such free-trial. Details about your Ocean subscription and benefits are described in further detail in the Benefits Package. We reserve the right to modify the Subscription Fee at our sole discretion. Any price changes will take effect at the beginning of the next billing cycle following the date of the price change. We will notify you in advance of any changes to the Subscription Fees to give you an opportunity to cancel your subscription before such pricing changes take effect.
b. Payment Method and Authorizations. By providing us with your credit card or other payment information (“Payment Method”) you authorize us to charge your chosen Payment Method for all Subscription Fees applicable to the initial subscription term and any renewal subscription term(s). We reserve the right to change the Payment Methods we accept at any time. All payments are facilitated through a third-party payment processor (i.e. Stripe, Inc.). We may replace the third-party payment processor we use without notice to you. If your primary Payment Method expires, is invalid, or if charges to your primary Payment Method are unable to be processed for whatever reason, then you agree that we may charge your other available Payment Methods saved to your Account. If a payment is not successfully settled due to the expiration of your credit card, insufficient funds, or otherwise, we may suspend your access to the Services and/or your Account until we have successfully received payment of the applicable Subscription Fee.
c. No Refunds. Subscription Fees are non-refundable except to the extent required by law. This no-refund policy shall apply at all times regardless of your decision to cancel your subscription, any disruption to your Account or the Services, or any other reason whatsoever.
d. Renewal and Cancellation. UNLESS YOU CANCEL YOUR SUBSCRIPTION, BY DEFAULT, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR THE AGREED-UPON MONTHLY TERM AND THE APPLICABLE SUBSCRIPTION FEE WILL BE AUTOMATICALLY CHARGED TO YOU AT THE TIME OF RENEWAL WITH AN ACTIVE PAYMENT METHOD ON FILE IN YOUR ACCOUNT. You may cancel your subscription at any time through your account settings. If you cancel your subscription, you will continue to have access to the Services and/or your Account until the end of the then-current billing period.
e. Ocean Cash (cash back) Rewards Program. As part of the Services, we let you accumulate cash back rewards (“Ocean Cash”) by purchasing goods from participating Brands as described in the Benefits Package. If you return, modify or cancel the purchase we have no obligation to issue Ocean Cash for that purchase, and we may revoke any Ocean Cash that was previously issued to your Account for that purchase. Ocean Cash is for your benefit and yours alone. You may not share it with anyone else.
f. Redeeming Ocean Cash. You are eligible to redeem Ocean Cash for an equivalent amount of cash or in exchange for a gift card of any of the participating Brands, so long as your subscription is in good standing, subject to these Terms of Use. We reserve the right at any time and at our sole discretion to establish a minimum distribution amount. Below that amount, we may prohibit redemptions of Ocean Cash. Subject to these Terms of Use, if you are eligible and make a request to redeem your Ocean Cash (“Distribution Request”), you may elect to receive your Cash Back rewards using any payment method we support, which may change from time to time, and in accordance with the payment terms below. You are responsible for successfully completing a Distribution Request to redeem Ocean Cash. There is no automatic redemption or periodic distribution of Ocean Cash. Ocean Cash balances are loyalty and promotional credits that have no cash, monetary or other value until they are successfully redeemed. No interest is paid on Ocean Cash. Ocean Cash balances are not FDIC-insured. All redemptions of Ocean Cash are final and cannot be reversed or refunded. You have no property rights or other legal interest in the Ocean Cash for any purpose other than as specifically set out herein. Prior to our fulfillment of a Distribution Request, we may, for our own account, pledge, repledge, hypothecate, rehypothecate, lend or otherwise transfer or use any amount or all of an amount of cash equivalent to your Ocean Cash balance, separately or together with other property, with all attendant rights of ownership from time to time, without notice to you and without retaining a like amount of cash in our possession or control for delivery. Your Ocean Cash balance or any part of it is not transferable by you, and you cannot divide it as part of a settlement, legal proceeding or death, nor can you combine it with Ocean Cash of any other user of the Services.
g. Ocean Cash Payment Terms. When you make a Distribution Request, you must select, within the mobile application, how to receive your Ocean Cash distribution such as through a transfer to an approved third-party electronic payment method, such as PayPal or Venmo, or in exchange of a gift card of any of the participating Brands. From time to time we may change the payment methods we support. You acknowledge that we may take up to ten (10) Business Days (as defined below) to complete a Distribution Request. “Business Days” are Monday through Friday, except for Federal holidays. If you elect to receive your Ocean Cash distribution via PayPal/Venmo or another approved third-party electronic payment provider, you authorize us to instruct such third party to deposit the amount of your distribution into your respective account. We have no responsibility and assume no liability for any loss or delay of any Distribution Request once we instruct such third party to provide payment. We assume no liability and you are solely responsible for your account with the third party electronic payment provider. Should the third party electronic payment provider overpay your Distribution Request, you authorize us to instruct such third party to deduct from your Account the amount of such overpayment. We are not responsible for payments delivered to the wrong Account through no fault of us, or for payment errors made by our payment partners. You are responsible for the accuracy and completeness of the data you provide to us. We are not responsible for any errors that occur due to our reliance on inaccurate data that you provide, or that you fail to update. Ocean Cash rewards will expire if your Ocean Account subscription expires (i.e. you cancel your subscription, close your Account, or stop payments).
h. Taxes. You agree that you are solely responsible for all applicable federal, state, or provincial withholding, taxes, and government fees or costs associated with Ocean Cash rewards and any redemptions and distributions. We may ask you for a valid tax identification number and other identifying information for reporting purposes and withhold Ocean Cash rewards distributions if you decline to cooperate.
Please visit our mobile application for details about participating Brands. The participating Brands may vary from time to time without notice, and you acknowledge and agree that your subscription is not contingent upon the participation of any specific Brand. We are not party to any purchase agreements or orders you enter into with Brands, nor are we responsible for fulfilling transactions or providing products or services purchased through Brands. We do not provide any warranties with respect to the Brands or their products or services, and you agree that we will not have any liability or responsibility to you in connection with the products or services of the Brands.
a. Sole Responsibility. The Services may provide you the opportunity to participate and post content publicly through interactive features and through other communication functionality. You may choose, via such features or otherwise, to submit or post photographs, videos, reviews, questions or other content (collectively, “User Content”). You understand that you are solely responsible for your User Content. We have no control or take no responsibility for, and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of User Content.
b. Complying with Content Guidelines. Although we have no obligation to screen, edit, or monitor your User Content, we may, in our sole discretion, delete or remove your User Content at any time and for any reason, including for violating these Terms of Use, or if you otherwise create or are likely to create liability for us.
c. Ownership of Content. You retain any ownership rights you have in your User Content, but you grant us and, as authorized by us in our sole discretion, third parties, a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of your User Content and Brand Data. This allows us to provide and improve the Services and to promote the Services in general, in any format and through any channels, including across any of our other services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using your User Content or Brand Data. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent your User Content and Brand Data contains any personal information.
d. Feedback. Any ideas, suggestions, and feedback about us or the Services which you provide to us are entirely voluntary, and you agree that we may use such ideas, suggestions, and feedback without compensation or obligation to you.
The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third party’s websites, products, or services. Your use of Third-Party Content is at your own risk, and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content. The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any content or information on the Services, including your User Content.
We respect the intellectual property of others and require that users of our Services do the same. We have a policy that includes the removal of any infringing material from the Services and the termination, in appropriate circumstances, of users of our Services who are repeat infringers of this policy. If you believe that anything on our Services infringes a copyright or a trademark that you own or control, you may notify our Designated Agent by email at: legal_notices@shopocean.co or by mail at 233 Spring Street Yotpo Suite New York, New York 10013 ATTN: DMCA Agent. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages. If we remove your User Content in response to a copyright or trademark notice, we will notify you via email. If you believe Your Content was wrongly removed due to a mistake or misidentification in a copyright notice, you can notify us.
The trademarks, logos and service marks, whether registered or not, displayed on the Services (“Marks”) are the property of us or other third parties. You are not permitted to use these Marks without the prior written consent of us or such third party.
The Services may offer features that are available to you via your mobile phone or other mobile device. These features may include, without limitation, the ability to view Materials, upload User Content through the Services, receive messages from the Services, download applications to your mobile device or access Services features (collectively, the “Mobile Features”). Message and data rates and other carrier fees may apply. We do not warrant that the Services will be compatible with your mobile device. Fees and charges will appear on your mobile device bill or be deducted from your mobile device’s pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features, and certain Mobile Features may be incompatible with your carrier or mobile device. Please contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt out of Mobile Features will be disclosed in connection with Mobile Features. You agree that by providing your phone number, you consent to receive recurring automated text messages at the phone number provided. To cancel your SMS subscription, text STOP in reply to a text message you receive or use the unsubscribe link we provided you within any of our messages. Please be aware that the method for unsubscription (either replying STOP or using the unsubscribe link) may be different depending on the users’ geographic location. You understand and agree that alternative methods of opting out, such as using alternative words or requests, will not be considered a reasonable means of opting out. You may receive a subsequent message confirming your opt-out request. For additional help, text HELP in reply to a text message you receive. We have the right to modify any telephone number or short code we use to operate the service at any time. You will be notified on such occasions. You agree that any messages you send to a telephone number or short code we have changed, including any STOP or HELP requests, may not be received, and we will not be liable for honoring requests made in such messages. Further, we may collect information related to your use of the Mobile Features, and the use of such information is governed by the Ocean Privacy Policy. If you have registered for Mobile Features, you agree to notify us of any changes to your mobile number and update your Account(s) with the Services to reflect this change. By giving us your phone number, you are consenting to phone calls and text messages at that number. You acknowledge and agree that (a) messages to your mobile phone number may be sent via an automated telephone dialing system; and (b) consent to receive any such messages is not a condition of purchasing any goods or services from us. Any applications or other software (including “apps”) you download to access or use Mobile Features is licensed subject to the agreement, terms, and conditions applicable to such application or other software.
a. Apple Enabled Services. We offer software applications that are intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”), among other platforms. With respect to Services that are made available for your use in connection with an Apple-branded product (such Services, “Apple-Enabled Services”), in addition to the other terms and conditions set forth in these Terms of Use, the following terms and conditions apply:
We and you acknowledge that these Terms of Use are concluded between us and you only, and not with Apple, and that as between us and Apple, we, not Apple, are solely responsible for the Apple-Enabled Services and the content thereof.
You may not use the Apple-Enabled Services in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Services in, or otherwise be in conflict with, the Apple Media Usage Terms.
Your license to use the Apple-Enabled Services is limited to a non-transferable license to use the Apple-Enabled Services on an iOS Product that you own or control.
You acknowledge that Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Services.
You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Services to you, if any; and, to the maximum extent permitted by applicable law. Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Services, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be our sole responsibility, to the extent it cannot be disclaimed under applicable law.
We and you acknowledge that we, not Apple, are responsible for addressing any claims of you or any third party relating to the Apple-Enabled Services or your possession and/or use of that Apple-Enabled Services.
You acknowledge that in the event of any third party claim that the Apple-Enabled Services or your possession and use of that Apple-Enabled Services infringes that third party’s intellectual property rights, as between us and Apple, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
b. Third-Party Beneficiaries. We and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you with respect to the Apple-Enabled Services as a third-party beneficiary thereof.
Except to the extent prohibited by law, you agree to defend, indemnify, and hold us, our affiliates, and ours and their respective officers, directors, employees, shareholders, agents, licensors, subcontractors, third-party service providers (the “Company Entities”) harmless from and against any claim or demand made by any third party, and any related liability, damage, loss, and expense (including costs and attorneys’ fees) due to, arising out of, or in connection with (a) your use of the Services, (b) your violation of these Terms of Use, (c) your violation of applicable laws or regulations, or (d) your User Content. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
a. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL WE NOR OUR RESPECTIVE AFFILIATES OR PARTNERS NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR THIRD-PARTY SERVICE PROVIDERS BE RESPONSIBLE OR LIABLE, UNDER ANY LEGAL THEORY, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, FOR ANY COMPENSATORY, DIRECT OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THESE TERMS OF USE OR THE MATTERS CONTEMPLATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT THAT WE ARE FOUND LIABLE OR RESPONSIBLE TO YOU FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE IN CONNECTION WITH THESE TERMS AND/OR THE MATTERS CONTEMPLATED HEREIN, OUR AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO $100.00.
c. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY WHERE SUCH LIMITATIONS ARE INAPPLICABLE.
d. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE A MATERIAL, BARGAINED-FOR BASIS OF THESE TERMS OF USE AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY US TO OFFER TO YOU AND BY YOU TO USE THE SERVICES.
The information provided through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We control and operate the Services from offices located in the United States and make no representations or warranties that the information, products or services contained on or through the Services are appropriate for use or access in other locations. Anyone using or accessing the Services from other locations does so on their own initiative and is responsible for compliance with United States and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Services or any portion of the Services to any person, geographic area, or jurisdiction at any time and in our sole discretion and to limit the quantities of any content, program, product, service, or other feature that we provide. Software related to or made available by these Services may be subject to United States export controls. Thus, no software from these Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to these Services, you represent and warrant that (i) you are not located in, under the control of, or a national or resident of, any such country or on any such list; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
a. Governing Law and Venue. These Terms of Use shall be construed in accordance with and governed by the laws of the State of New York, United States, without giving effect to provisions regarding conflict of laws.
b. Court Trial Waiver. By using the Services, you agree that any controversy, claim, action, or dispute between you and us arising out of or relating to (a) these Terms of Use, or the breach thereof; or (b) your access to or use of the Services or the Materials or (c) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a “Claim”), shall be resolved exclusively through binding individual arbitration administered by the American Arbitration Association in accordance with its applicable rules.
c. Arbitration. Arbitration is a form of dispute resolution in which parties agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial. The arbitrator is obligated to issue a reasoned award in writing, including all findings of fact and law upon which the award was made. The arbitrator shall not have the power to commit errors of law, and the arbitrator’s award may be vacated or corrected through judicial review by a court of competent jurisdiction. Each party’s attorneys’ fees, expert costs, and other costs and expenses incurred in connection with arbitration will be borne by the party incurring such costs and expenses.
d. Arbitration Procedures. Claims shall be heard by a single arbitrator. Arbitrations shall be held in New York County (Manhattan), New York, USA, but the parties may choose whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act (“FAA”) and by the internal laws of the State of New York, without regard to conflicts of laws principles. Any disputes in this regard shall be resolved exclusively by an arbitrator. If, but only if, the arbitrator determines the FAA does not apply, New York law governing arbitration agreements will apply. All disputes with respect to whether the foregoing mutual arbitration provisions are unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.
e. Class Action Waiver. You and us agree that you may bring or participate in Claims against us only in your respective individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Unless both you and us agree otherwise in writing, the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding any other clause contained in these Terms of Use, any Claim that all or part of this class action waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
a. Suspension and Termination Procedure. You may terminate these Terms of Use at any time and for any reason by deleting your Account and discontinuing use of all Services. To the extent permitted by applicable law, we may immediately terminate these Terms of Use or immediately suspend or terminate your access to the Services or any aspects of the Services at our sole discretion and without notice, including, without limitation, for your breach of these Terms of Use or other conduct by you that we consider inappropriate. We may, but are under no obligation to, send notice of such termination or suspension to you at the e-mail address you provide upon registration or such other email address as you may later provide to us. If you cease to subscribe to Ocean, or upon termination of these Terms of Use for any reason by either party, your subscription will terminate, and your right to access and use the Services will terminate immediately, including any unredeemed Ocean Cash. Further, you acknowledge and agree that subscription fees are non-refundable.
b. Effects of Termination. You agree that no Company Entities shall be liable to you or to any third party for any modification, suspension or discontinuation of the Services, and you further agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to our termination of these Terms of Use due to your breach. Upon termination of your access to the Services, or upon request by us, you must destroy all Materials and all related documentation, including, without limitation, immediately removing the mobile application from your device and discontinuing the use of any links to the Services. Please note that removing the mobile application from your personal device does not delete your personal data, please see the Ocean Privacy Policy and follow the instructions in order to delete your personal data held by us in respect to the Services. Any provisions of these Terms of Use, which, by their terms, ought to survive, shall survive any termination of these Terms of Use.
a. Entire Agreement. These Terms of Use, together with the Ocean Privacy Policy, Benefits Package and any other documents and/or terms expressly incorporated by reference into these Terms of Use, constitute the entire agreement between you and us regarding your access to and use of the Services. Our failure to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision. If any part of these Terms of Use is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You may not assign or transfer any of your rights or obligations under these Terms of Use without our consent. We may freely assign any of our rights and obligations under these Terms of Use.
b. Changes to Terms of Use. These Terms of Use are subject to revision by us, and we will update the “Last Updated” date at the top of these Terms of Use if we make any changes. Though we may occasionally notify you about important updates to these Terms of Use, We reserve the right to make changes to these Terms of Use, without notice, at any time. Any changes will be effective on the date such changes are posted on our Services, website and/or mobile app, unless otherwise communicated to you. If you do not accept the changes, you should cancel your Ocean subscription and stop using/accessing the Services. If any change is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. You should check the Services regularly to stay informed of these Terms of Use and any changes. Your continued use of our Services after any change, regardless of whether a notification of such change was received by you directly, will indicate your acceptance and agreement to such change.
c. Comments. If you have any comments, complaints, claims, or questions regarding these Terms of Use, or wish to report any violation of these Terms of Use, please contact us at: legal@shopocean.co. Any such notices shall be deemed to have been given upon delivery.
Last Updated: January 2025