Last Updated: March 31, 2022
2. Registration Data; Account Security
If you register for an account on the Services, you agree to (a) provide true, accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); and (b) promptly update the Registration Data and any other information you provide to Ocean Set, to ensure it remains true, accurate and complete. You agree to keep your access credentials (such as passwords, API keys or other information required to access the Service) secure and confidential. You must immediately notify Ocean Set of any unauthorized use (or suspected unauthorized use) of your access credentials. You are responsible for all activity on your Ocean Set account, and for all charges incurred by your Ocean Set account. The access credentials are the property of Ocean Set and may be revoked if you share them with any third party (other than as allowed in the Terms), if they are compromised, if you violate these Terms or if Ocean Set terminates the API Terms. Further, as a condition of using the Services, you must:
3. Fees; Charges; Taxes
Subscription fees and any other charges for the use of the Application are described on the Site. They may change from time to time. If subscription fees change, we will give you at least 30 days’ notice. If they do change, your continued use of the Application after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. Fees for payment transactions are subject to change without notice, unless otherwise prohibited, at the discretion of our payment platform partners. Although great care is taken in the production of the Site and description of the Services, typographical, illustrative or pricing errors may occur. We reserve the right to correct errors at any time. All prices are quoted and are payable in Canadian Dollars and, unless otherwise stated, are quoted before shipping charges, GST, PST, QST, HST or other applicable taxes which will be added on top of the quoted price, but itemized separately. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
4. Ownership, Copyright and Trademarks
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Subscribers, Customers or other Users, is called “User Content”. User Content is that User’s property. Ocean Set’ only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 5 and Section 17 of these Terms. Other than the User Content, the Services, all Content and all software available on or in respect of the Services or used to create and operate the Services (including, without limitation, the Application and the Ocean Set API) is the property of Ocean Set or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Ocean Set. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the sole discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, including through the Ocean Set API, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.
5. Your Limited License of Your User Content to Ocean Set
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. For example, if you provide metadata to describe the contents of a dataset, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content. Therefore, by posting or distributing User Content to or through the Services, you (a) grant Ocean Set and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity. If your User Content is intended for the use of other Users you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in these Terms. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
6. Our Limited License of Content to You
Ocean Set grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Ocean Set at any time. You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law in Canada, the United States, and any country in which you are using the Services. These laws include economic sanctions. “Economic sanctions” means United Nations Security Council Resolutions requiring states to restrict or prohibit business activities with certain foreign states, individuals and entities of those states, and non-state actors, and the laws, regulations and policies that restrict or prohibit business activities with certain foreign states, individuals and entities of those states, and non-state actors. To request permission for uses of Content not included in this license, you may contact Ocean Set at the address set out at the bottom of these Terms.
7. Using the Ocean Set API
8. Use of Interactive Areas and the Services
The Services may include discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Services (“Interactive Areas”). If Ocean Set provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Services will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
9. Providing a Reliable and Secure Service
We take reliability and security seriously, and put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment. More information about these services and technologies is available on the Security Safeguards link on our website Terms of Service, Privacy and Security section. However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Ocean Set, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. Finally, Ocean Set provides the Ocean Set API to facilitate the use of the Services with other services on the Internet. If a third party is authorized through your Ocean Set account to have access to your User Content through the Ocean Set API, we cannot control and are not responsible or liable for the third party’s use of your User Content.
10. No Responsibility for Third-Party Services, Sites or Content
As a service to our users, the Site may contain links to third-party Web sites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk. Ocean Set makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply Ocean Set’ endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. Ocean Set accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Examples of such third providers are given in the Schedule to these Terms entitled “Third Party Providers”. The provider of Third-Party Materials and Third-Party Services is solely responsible for such Third-Party Materials and Third-Party Services, the content therein, any warranties to the extent that such warranties have not been disclaimed, any training, support or maintenance for the Third-Party Materials and Third-Party Services, and any claims that you or any other party may have relating to that Third-Party Materials and Third-Party Services or your use of them. You acknowledge that you are purchasing the license to Third-Party Materials and Third-Party Services from the provider of those Third-Party Materials and Third-Party Services; Ocean Set is acting as agent for the provider in providing such Third-Party Materials and Third-Party Services to you; Ocean Set is not a party to the license between you and the provider with respect to such Third-Party Materials and Third-Party Services; and Ocean Set is not responsible for such Third-Party Materials and Third-Party Services, the content therein, or any warranties or claims that you or any other party may have relating to such Third-Party Materials and Third-Party Services or your use of them. You acknowledge and agree that Ocean Set and its affiliates are third party beneficiaries of the End User License Agreement for such Third-Party Materials and Third-Party Services, and that, upon your acceptance of the terms and conditions of the license to any such Third-Party Materials and Third-Party Services Ocean Set will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
11. Advertisements and Promotions
Ocean Set may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Ocean Set, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Ocean Set is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Services.
12. Electronic Signature
Ocean Set requires your consent to use your electronically recorded signature in the Application. Your electronically recorded signature will constitute your acknowledgment that you accept the terms herein and will be used to create a legally binding agreement. This recorded confirmation by you will constitute your signature.
13. Warranty Disclaimer
YOUR USE OF THE SITE, SERVICES, SOFTWARE (INCLUDING WITHOUT LIMITATION, THE APPLICATION AND THE OCEAN SET API), AND CONTENT (COLLECTIVELY, THE “OCEAN SET SOLUTION”), AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK, AND EXCEPT AS DESCRIBED IN THIS AGREEMENT, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OCEAN SET, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE OCEAN SET SOLUTION OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL (A) BE FIT FOR A PARTICULAR PURPOSE, (B) BE OF GOOD TITLE, (C) BE OF MERCHANTABLE QUALITY; OR THEY DO NOT OR WILL NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE OCEAN SET SOLUTION. OCEAN SET, ITS SUBSIDIARIES AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE OCEAN SET SOLUTION IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE. OCEAN SET, ITS SUBSIDIARIES AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
14. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against Ocean Set, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Ocean Set Solution or any Third Party Materials or Third Party Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Ocean Set Solution or any Third Party Materials or Third Party Services. You use the Ocean Set Solution or any Third Party Materials or Third Party Services at your own risk. Without limitation of the foregoing, neither Ocean Set nor any other Released Party shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Ocean Set Solution or any Third Party Materials or Third Party Services, including without limitation any damages caused by or resulting from your reliance on the Ocean Set Solution or any Third Party Materials or Third Party Services or other information obtained from Ocean Set or any other Released Party or accessible via the Ocean Set Solution or any Third Party Materials or Third Party Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Ocean Set or any other Released Party’s records, programs or services. In no event shall the aggregate liability of Ocean Set, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Ocean Set Solution exceed any compensation paid by you for access to or use of the Ocean Set Solution during the three months prior to the date of any claim. In no event shall Ocean Set have or incur any liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use any Third Party Materials or Third Party Services. You shall defend, indemnify and hold harmless Ocean Set and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Ocean Set Solution or any Third Party Materials or Third Party Services, and if you are a Subscriber, from your Customers’ use of the Services and from the use of the Ocean Set Solution or any Third Party Materials or Third Party Services by any person to whom you give access to your account (including staff or advisors), including any claims made by any person that any of your, and if you are a Subscriber, your Customers’, User Content infringes the rights, including the intellectual property rights, of any third party (collectively, “Indemnified Claims”). Ocean Set reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Indemnified Claims. You agree to reasonably cooperate as requested by Ocean Set in the defense of any Indemnified Claims.
16. Applicable Law and Venue
The Services are controlled by Ocean Set and operated by it from its offices in St. John’s, Newfoundland and Labrador. You and Ocean Set both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Ocean Set explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving Ocean Set and arising out of or relating to (a) these Terms; (b) the Site, the Content, or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, or the Services; or (d) the relationships that result from these Terms or the Site, the Content, or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Newfoundland and Labrador. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in St. John’s, Newfoundland and Labrador. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. If you choose to access the Services from locations other than Newfoundland and Labrador, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Ocean Set and the other Released Parties for your failure to comply with any such laws.
17. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, Ocean Set reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof and the rights of any third party to which you have granted access to your User Content through the Ocean Set API; (b) block or prevent your future access to and use of all or any portion of the Services or Content and the rights of any third party to which you have granted access to your User Content through the Ocean Set API; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
18. Inactive Accounts; Termination of Agreement
If your account is inactive for at least two months (as determined by Ocean Set), we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at support@Ocean Set.com. Ocean Set reserves the right to charge a data storage fee for storage of the information associated with deactivated accounts. If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice. You and Ocean Set may terminate your use of the Services including your agreement to these Terms at any time. If you terminate your use of the Services you must pay the fees applicable for the balance of the then current billing period. When your Ocean Set account is terminated, your User Content will, shortly thereafter, not appear on the Services, except for User Content submitted to public areas of the Site such as the blog, forum, or product reviews, which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If these Terms expire or terminate for any reason, Sections 4, 9, 10, 12, 14, 16, 17, and 18, and any representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Ocean Set may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Ocean Set, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Ocean Set regarding your use of the Site, the Content, the Add-ons and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Ocean Set regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
20. Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here: Ocean Set St. John’s NL Canada A1C 3T2 firstname.lastname@example.org or email@example.com.Download our Terms of Service