Effective as of January 1, 2023
These Oceanworks Terms of Service the “Terms of Service” are a legal agreement between Oceanworks, Inc. (“Oceanworks”, “we” or “us”) and you, the individual or entity who is accessing the Website or the Oceanworks User Portal (“you”). By using our website located at oceanworks.co (the “Website”) and the Oceanworks User Portal (as defined below), you agree to be bound by these terms and conditions. If you are accessing or using the Website or the Oceanworks User Portal on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.
Oceanworks sells products manufactured using recycled ocean plastic sourced through the Oceanworks supplier network (“O/W Products”) exclusively online through the Website. We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
Oceanworks reserves the right to limit the sales of O/W Products or services to any person, geographic region or jurisdiction. Oceanworks further reserves the right to limit the quantities of any O/W Products, products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any O/W Product, product or service made on this site is void where prohibited.
You hereby agree that unless otherwise agreed to in writing, all O/W Products must show Oceanworks Guaranteed® either on the item or on a unique identifier such as a hangtag or QR code and in accordance with Oceanworks' brand guidelines that are available upon request.
These O/W Products may have limited quantities and are subject to return or exchange only according to our Return Policy.
You, your agents or your representatives, agree to undertake all responsibility for testing, inspection, and component and quality analysis of all materials obtained, purchased, utilized or processed prior to final use or utilization by or through Oceanworks, including O/W Products. Upon reasonable request, you shall agree to disclose testing and analysis results of materials obtained from Oceanworks. Further, you agree to notify Oceanworks within 10 business days of any testing results which cause you to reject for use any such ocean plastic materials or components. All disclosures of testing results shall be confidential, except Oceanworks shall be permitted, but not required, to disclose such results to the material supplier.
Only valid credit cards or other payment method acceptable to us may be used and all refunds will be credited to the same card or, in our discretion, other payment method. By submitting your order, you represent and warrant that you are authorized to use the designated payment method and you authorize us to charge your order (including taxes, shipping, handling and any other amounts described on the Website) to that payment method. If the payment method cannot be verified, is invalid, or is not otherwise acceptable, your order may be suspended or cancelled automatically. Regarding "Your Account," you agree to keep your payment information current, and you agree that we may submit charges for processing even if your payment information has expired or changed by the time we submit it. You must resolve any problem we encounter in order to proceed with your order. To facilitate payment for purchases made within the Service via credit card, or debit card, we use third-party payment processors (collectively, “Payment Processors”). You also authorize Oceanworks to share such information and other transaction information related to your payment for the Service with the Payment Processors.
When we ship to you or per your directions, you agree to pay the shipping and any handling charges shown on the Website when your order is placed. We reserve the right to increase, decrease, add or eliminate charges from time to time and without prior notice, so you agree to check all charges before placing an order or signing up for a service. Generally, shipping is by standard shipping, Oceanworks will determine the most efficient shipping carrier for your order. Any shipping or handling charges may or may not reflect actual costs. All orders are shipment contracts, not destination contracts. Any shipping times shown on the Website are estimates only – actual delivery dates may vary. You agree that you will not obtain or direct shipment of product for export.
The Oceanworks user portal (“Oceanworks User Portal”) is an online dashboard interface maintained by Oceanworks that enables you to upload, view, and manage information relating to sustainable, raw material supply chains facilitated by Oceanworks, including a map view of the raw material(s)'s movement, details regarding the order, and metrics regarding your ecological impact and existing plastic footprint. You are ultimately responsible for the information you upload to the Oceanworks User Portal. In addition, these terms supplement any other agreements you may have in place with Oceanworks. In the event of a conflict between these Terms of Service and your written agreement with Oceanworks, the terms of the written agreement will control.
Oceanworks reserves the right to modify or discontinue, temporarily or permanently, the Oceanworks User Portal (or any part thereof) with or without notice. You agree that Oceanworks will not be liable to you or to any third party for any modification, suspension or discontinuance of the Oceanworks User Portal.
The information that you submit to the Oceanworks User Portal regarding the movement of O/W Products through your supply chain may be immutably uploaded by Oceanworks to a private blockchain on a biweekly basis or other frequency determined by us. You agree and acknowledge that once such information is uploaded to the blockchain, it cannot be changed by Oceanworks or any other party.
You may be required to register with an account with Oceanworks in order to access and use certain features of the Website and Oceanworks User Portal. If you choose to register for the Website or Oceanworks User Portal, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the registration form. Registration data and certain other information about you are governed by our Privacy Policy.
You are responsible for maintaining the confidentiality of your password, account details, and personal link with the associated token, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Oceanworks of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Website or Oceanworks User Portal. Oceanworks will not be liable for any loss or damage arising from your failure to comply with this paragraph.
You must use the Oceanworks User Portal in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) that apply to your use of the Website, Oceanworks User Portal, and the O/W Products. You must not, and must not allow others to: (i) access or attempt to access non-public Oceanworks systems, programs, data, information or services; (ii) work around any of the technical limitations of the Website or Oceanworks User Portal or enable disabled or prohibited functionality; (iii) reverse engineer or attempt to reverse engineer the Website or Oceanworks User Portal except as expressly permitted by Laws; (iv) perform or attempt to perform any actions that would interfere with the normal operation of the Website or Oceanworks User Portal or affect our other users' use of the Website or Oceanworks User Portal; (v) impose an unreasonable or disproportionately large load on the Website or Oceanworks User Portal; or (vi) engage in resale, directly or indirectly, of O/W Products.
We own all intellectual property and other rights in the Website, Oceanworks User Portal and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs (“Oceanworks Material”). Except for the limited rights granted herein, we retain all right, title and interest to the Oceanworks Material.
The Website or Oceanworks User Portal may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy.
You represent and warrant to Oceanworks that (i) you have full power and authority to enter into these Terms of Service; (ii) your activities in connection with the Website, Oceanworks User Portal, and O/W Products do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, and (iii) you will not use the Website or Oceanworks User Portal in a manner that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
The Website or Oceanworks User Portal may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Oceanworks or by third- party providers, or because of other causes beyond our reasonable control, but Oceanworks may use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.
We do not warrant that the quality of any O/W Products, products, services, information, or other material purchased or obtained by you will meet your expectations.
THE WEBSITE, OCEANWORKS USER PORTAL, ALL SERVER AND NETWORK COMPONENTS, AND ALL O/W PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND OCEANWORKS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT OCEANWORKS DOES NOT WARRANT THAT THE WEBSITE OR OCEANWORKS USER PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR- FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE OCEANWORKS USER PORTAL, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM OCEANWORKS THROUGH THE WEBSITE OR OCEANWORKS USER PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL OCEANWORKS BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS OF SERVICE BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF SERVICE.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OCEANWORKS'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless Oceanworks from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Service, or your other access, contribution to, use or misuse of the Website, Oceanworks User Portal, or O/W Products. Oceanworks shall provide notice to you of any such claim, suit or demand. Oceanworks reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Oceanworks's defense of such matter.
These Terms of Service apply to you starting on the date you first access or use the Oceanworks User Portal and continue until Oceanworks terminates these Terms or Service, or until you stop using the Oceanworks User Portal. If you resume use of the Website or Oceanworks User Portal, you consent to these Terms of Service. We may terminate these Terms of Service at any time for any reason by providing you notice. We may suspend your access to the Oceanworks User Portal, or immediately terminate these Terms of Service, if (i) you use the Oceanworks User Portal in a prohibited manner or otherwise do not comply with any of the provisions of these Terms of Service; or (ii) any Law requires us to do so, in which case you will no longer be able to access the Oceanworks User Portal. Upon termination of your use of the Oceanworks User Portal or termination of these Terms of Service for any reason, in addition to this section, the following sections will survive termination: Sections 6 through 14.
These Terms of Service will be governed by the laws of California, except for California's choice of law rules, and by applicable federal United States laws. Each party agrees to submit to personal and exclusive jurisdiction of the courts located in Los Angeles, California, and each party waives all objections to that jurisdiction and venue.
You may not assign these Terms of Service or any of your rights or obligations, by operation of law or otherwise, without our prior written approval and any attempted assignment will be void. We reserve the right to freely assign these Terms of Service and our rights and obligations to any third party without notice or consent. Subject to the foregoing, these Terms of Service will be binding upon and inure to the benefit of you and us, their successors and permitted assigns.
Oceanworks's failure to exercise or enforce any right or provision of the Terms of Service will not be considered a waiver of that right or provision. If any provision of these Terms of Service is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service otherwise remain in full force and effect and remain enforceable between the parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the section. These Terms of Service constitutes the entire agreement between you and Oceanworks with respect to your use of the Website and Oceanworks User Portal. These Terms of Service are not intended and will not be construed to create any rights or remedies in any parties other than you and Oceanworks, and no other person will have the ability to assert any rights as a third party beneficiary under these Terms of Service. These Terms of Service do not limit any rights that Oceanworks may have under trade secret, copyright, patent or other laws.
Please contact us at support@oceanworks.co to pose any questions regarding these Terms of Service, the Website, or the Oceanworks User Portal.