Terms of Service

Last updated: August 14, 2020

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY BEFORE USING THIS WEBSITE AND/OR THE SERVICES. BY USING THIS WEBSITE AND/OR THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS WEBSITE AND/OR THE SERVICES.

1. Scope

These Terms and Conditions of Service (“Terms”) apply exclusively to your access to, and use of:

The Ocean Agency’s website, www.theoceanagency.org, the websites listed in the Section 17, below, labeled “Additional Websites Subject to these Terms” and all associated subdomains (including any versions optimized for viewing on a wireless or tablet device) (hereinafter collectively referred to as the “Websites”);
The online services or software offered by way of the Websites;
All email newsletters published or distributed by The Ocean Agency;
All other interactive features and communications provided by The Ocean Agency, however accessed and/or used, that are operated by The Ocean Agency, made available by The Ocean Agency, or produced and maintained by The Ocean Agency; and
Any other website, application, service, or tool on or in which these Terms are posted, linked, or referenced (all of The Ocean Agency’s digital services, including the Websites, are hereinafter collectively referred to as the “Services”).

This is a legal agreement between you (referred to herein as “you” or “user”) and The Ocean Agency (referred to herein as “The Ocean Agency,” or “we,” “us,” or “our”) that states the material terms and conditions that govern your use of the Services. This agreement, together with all updates, supplements, additional terms, and all of The Ocean Agency’s rules and policies collectively constitute this “Agreement” between you and The Ocean Agency. BY ACCESSING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS STATED HEREIN, PLEASE DO NOT USE THE SERVICES AND DELETE THE WEBSITES FROM YOUR DEVICE.

2. Privacy Policy

These Terms must be read in conjunction with our Privacy Policy, and the provisions of our Privacy Policy are incorporated herein. For information on how The Ocean Agency collects, uses, and discloses personally identifiable information from its users, please refer to our Privacy Policy.

3. Copyright, Ownership, and Limited License

Unless otherwise indicated in the Services, the Services, including all content and other materials featured or displayed on the Websites, and further including, without limitation, all trademarks, service marks, designs, still images, texts, pictorial works, video images, still images of video, graphics, pictures, information, data, software, methods, inventions, audio recordings, sound files, other files, multimedia combinations, computer programs including web-based programs, and the selection and arrangement thereof on the Websites (collectively, the “TOA Content”) are owned by The Ocean Agency, its affiliates, agents, joint venturers, licensors, partners, suppliers, users, or other parties involved in creating, producing, or delivering the Services, and are protected by United States and international copyright, trademark, and other intellectual property laws.

Permission is granted to access and use the Services and to display, copy, print, and download the TOA Content for personal, non-commercial use only, in accordance with these Terms and the other rules and restrictions contained in the Services. The permission granted herein is revocable at any time, with or without cause. Except as expressly stated herein or as expressly indicated in the Services, none of the TOA Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transmitted or otherwise used in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of The Ocean Agency or the copyright owner.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the TOA Content, except as follows:

Your computer may temporarily store copies of such TOA Content in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes
You may print or download one copy of a reasonable number of pages of the Websites containing TOA Content for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If you give appropriate credit, you may make editorial use of TOA Content to the extent The Ocean Agency owns the rights to authorize such use. To clarify your right to use TOA Content and the appropriate credit, please contact us at info@theoceanagency.org.
If we provide social media features such as sharing to Facebook, Instagram, Twitter, Snapchat, Pinterest, or any other social media platforms or services (collectively, “Social Media”), you may take such actions as are enabled by such features.

In addition, you agree that such permission does not include:

Any commercial use or any resale or redistribution of the TOA Content;
The distribution, public performance, or public display of any TOA Content;
The modification, deletion, or alteration of any copyright, trademark, or other proprietary rights notices from copies of the TOA Content;
Downloading (other than the page caching) or “mirroring” of any portion of the Services, TOA Content, or any information contained therein, except as expressly permitted by the Services; or
Any use of the Services or TOA Content other than for its intended purpose.

The permission given to you terminates automatically if you breach any of the Terms. Upon termination, you must immediately destroy any downloaded and printed materials. Any unauthorized use of any material contained as part of the Services may violate applicable law (including copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes).

4. Repeat Infringer Policy

The Ocean Agency respects the intellectual property of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (17 U.S.C. 512) (“DMCA”) and other applicable law, The Ocean Agency has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, access to the Services by any users who are deemed to be repeat infringers. The Ocean Agency may also, at its sole discretion, limit access to the Services and/or terminate the access to the Services by any users who infringe the intellectual property rights of others (regardless of whether there is any repeat infringement).

5. Contact for Alleged Copyright Infringement

If you believe that your work has been copied and posted via the Services in a way that constitutes copyright infringement, please notify our agent, designated under the DMCA to respond to such concerns, with the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Websites;
Your address, telephone number, and email address;
A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Repeat infringers will have their User accounts terminated and may face legal action.

The Ocean Agency’s Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached at:

The Ocean Agency
Attn: Richard Vevers
215 South Ferry Street, Box 28
Narragansett, Rhode Island 02882, USA
info@theoceanagency.org

With a copy to:

Ben Bolas, Esq.
5275 Germantown Ave.
Philadelphia, Pennsylvania 19144
ben@cheshirenonprofitlaw.com

This contact information is only for reporting alleged copyright infringements. Contact information for other matters is provided elsewhere in these Terms and on the Websites. Upon receipt of notice as described above, The Ocean Agency will take whatever action, in its sole discretion, it deems appropriate, which may include removal of the challenged content from the Services, in accordance with applicable law.

6. Trademarks

The Ocean Agency and any other product or service name or slogan contained in the Services are trademarks of The Ocean Agency, its affiliates, joint venturers, licensors, partners, or other respective owners, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of The Ocean Agency or the applicable trademark holder. You may not use any metatags or any other “hidden text” using “The Ocean Agency,” or any other name, trademark, or product or service name of The Ocean Agency without our prior written permission. In addition, the look and feel of the Websites, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark and/or trade dress of The Ocean Agency and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Reference to any products, services, promises, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by The Ocean Agency.

7. Third Party Sites Linked from the Services; Third Party Content

The Services may contain links to or may frame third party websites (“Third Party Sites”) and may contain or link to third party information, materials, communications or other content (collectively the “Third Party Content”). Such Third Party Content and Third Party Sites are not under The Ocean Agency’s control, and The Ocean Agency does not endorse, assume any responsibility or liability for, or make any representations or warranties regarding, the Third Party Sites, the Third Party Content, or any products or services offered by any third parties on the Services or on any Third Party Site. The Ocean Agency does not intend links on the Services to be referrals or endorsements of the linked entities, or their products or services, and are provided for convenience only. The Ocean Agency does not warrant that a Third Party Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. Your use of Third Party Sites or Third Party Content, or any third party products, services, applications, or software, is at your own risk and subject to the terms and conditions or the provider.

8. Sites Linking to the Services

The Ocean Agency permits third party websites to link to the Services, including the Websites and TOA Content provided therein, subject to the third party’s compliance with the following conditions. A site that links to the Websites:

May link to, but not replicate, TOA Content contained in the Services;
Must not create a border environment or browser around TOA Content contained on the Services, and must not frame or provide inline links to the Services;
Must not portray The Ocean Agency in a false, misleading, derogatory, or otherwise defamatory nature;
Must not misrepresent The Ocean Agency’s relationship with the linker;
Must not suggest or imply that The Ocean Agency is endorsing or sponsoring the linker or the linker’s services or products;
Must not use TOA Content without prior written permission from The Ocean Agency;
Must not contain content that could be construed as obscene, offensive, harassing, libelous, defamatory, pornographic, or inappropriate for all ages;
Must not contain materials that would violate any laws; and
Must agree that the link may be removed at any time upon The Ocean Agency’s request pursuant to The Ocean Agency’s reserved rights to rescind its consent to allow the link.

9. Feedback and Materials

Any comments or materials sent to The Ocean Agency (via any medium including e-mail and regular mail) including feedback data, such as questions, ideas, comments, suggestions, or the like regarding the Services or any other products or programs of The Ocean Agency (collectively “Feedback”), shall be deemed to be non-confidential and shall become the sole property of The Ocean Agency. You hereby assign all rights in the Feedback to The Ocean Agency, and The Ocean Agency shall have no obligation of any kind with respect to such Feedback. Without limiting the foregoing, The Ocean Agency shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works, and distribute the Feedback to others without limitation, without acknowledgment or compensation to you. Further, you expressly waive any moral rights you may have in such Feedback.

10. User Content and Interactive Services

The Services may include discussion forums, user generated content, or other interactive areas or services (“Interactive Services”), including message boards, online hosting or storage services, or other areas or services in which you or other users create, post, or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, code, or other items or materials through the Services, including on the Websites (“User Content”). You are solely responsible for your use of such Interactive Services and use them at your own risk. You agree to abide by all applicable local, state, national, and international laws and regulations and are solely responsible for all of your acts and omissions.

By using the Services, including any Interactive Services, you agree that you will not do any of the following or encourage, solicit, assist, or encourage any third party to:

Post, upload, email, transmit, distribute, store, create, or otherwise publish or make available through the Services any User Content that:
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Use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services, including but not limited to interference with or disruption to The Ocean Agency’s servers, the Websites, networks connected to the Websites, or disobey any requirements, procedures, policies, or regulations of networks connected to the Websites;
Attempt to gain unauthorized access to the Services, computer systems, or networks connected to the Websites or its users;
Attempt to hack, decompile, or reverse engineer any portion of the Services;
Use any robot, spider, site search/retrieval application, or other device to retrieve, scrape or index any portion of the Services, except as expressly authorized by The Ocean Agency, provided that, unless otherwise determined by The Ocean Agency, the foregoing restrictions generally will not apply to automated processes used solely for indexing and hyperlink purposes by general purpose search engines or for indexing and archiving purposes by non-commercial public archives;
Harvest or collect email addresses or other contact information of users from the Services by electronic or other means
Interfere with another user’s use and enjoyment of the Services;
Harm minors in any way;
Take any steps to interfere with or in any manner compromise or circumvent any of The Ocean Agency’s Privacy Policy or other security measures, or allow usage by others in such a way as to violate these Terms, the Privacy Policy or any other applicable agreements or policies in effect from time to time; o
Use the Services for any unauthorized purpose or in any manner not expressly permitted by these Terms.

The Ocean Agency takes no responsibility and assumes no liability for any User Content posted, stored, or uploaded by you or any third party through the Interactive Services, or for any loss or damage thereto, nor is The Ocean Agency liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter through use of the Services, including the Interactive Services. As a provider of the Services, including the Interactive Services, The Ocean Agency is not liable for any statements, representations, or User Content provided by its users in any public forum, personal home page, or other interactive services. Although The Ocean Agency has no obligation to screen, edit, or monitor any of the User Content posted, stored, or uploaded using any Interactive Services, The Ocean Agency reserves the right, and has absolute discretion, to remove, screen, or edit any User Content posted, stored, or uploaded using the Interactive Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post, store, or upload on the Interactive Services at your sole cost and expense. Any use of the Interactive Services or other portions of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Services and/or the Services.

You retain all rights in User Content (other than Feedback) you post to or via the Interactive Services. Unless we indicate otherwise, by posting, storing, or uploading User Content you grant The Ocean Agency and The Ocean Agency’s affiliates, joint venturers, licensees, and partners the following rights: a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content, in whole or in part, without further review or participation from you, in any medium now existing or subsequently developed, in editorial, commercial, promotional, and trade uses in connection with the Services, on the Websites, and on existing and future Social Media platforms. The Ocean Agency may license or sublicense, in whole or in part, to third parties rights in User Content as appropriate to distribute, market, or promote the Services or The Ocean Agency’s mission through any existing and future media, channels, or platforms. You also grant The Ocean Agency permission to use and authorize others to use your name you provide in association with your User Content for identification, editorially, publicity related to your User Content or the Services, and for similar institutional promotional purposes.

You represent and warrant that:

You own and control all of the rights to the User Content that you post, store, or upload, or you otherwise have the right to post, store, or upload such User Content to the Interactive Services;
The User Content is accurate and not misleading; and
Using, posting, storing, or uploading of the User Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

You further understand and agree that The Ocean Agency may preserve User Content, and may also disclose User Content, including personally identifiable information (notwithstanding the Privacy Policy), if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

Comply with legal process;
Enforce these Terms or any other applicable agreement or policy;
Respond to claims that any User Content violates the rights of third parties;
Respond to your requests for customer service; or
Protect the rights, property, or personal safety of The Ocean Agency and the public.

Without limiting the generality of the foregoing, The Ocean Agency may be required to disclose information pertaining to User Content to individuals asserting rights under the DMCA, and you expressly authorize The Ocean Agency to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.

11. Social Media

The Ocean Agency maintains accounts across social media platforms that are accessible on or through the Services, as well as directly through the social media platforms themselves (“TOA Social Media”). These social media platforms may have their own policies and procedures that govern your use. To the extent that a social media platform does not have its own policies and procedures in place, or the policies and procedures do not address topics covered under these Terms, these Terms shall govern your use of all TOA Social Media. Any statements made on any TOA Social Media should not be attributed to The Ocean Agency. The views expressed are those of the commentators and not necessarily those of The Ocean Agency. If any comments are of a political nature, it should be noted that The Ocean Agency does not endorse (or oppose) any candidates, and that any possible commentaries are presented as a public service in the interest of informing the public. Without limiting the foregoing, uploading, publishing, posting, or displaying the following is expressly prohibited on all TOA Social Media:

Any of the prohibited content, activities, or actions outlined in relation to User Content posted, stored, or uploaded using the Interactive Services, as described in Section 11, above;
Unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, sexually explicit, libelous, inappropriate, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable material, or material that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
Flame messages, spam, and trolling;
Political, lobbying, or religious discourse;
Intentionally false or misleading statements;
An offer to sell or buy any product or service;
Material that infringes on a third party’s intellectual property rights, including copyright, trademark, and other proprietary rights;
Any content that contains in any form software viruses or such files or programs designed to interrupt, destroy, or limit the functionality of the Services or damage any computer software or hardware or telecommunications equipment;
Information that you know to be confidential or sensitive or otherwise in breach of the law; and
Comments that are intended to or have the appearance of being intended to intimidate The Ocean Agency’s employees.

The Ocean Agency reserves the right, but does not have the obligation, to monitor TOA Social Media and delete any postings that violate the permitted uses of TOA Social Media as described herein. The Ocean Agency’s use of social media does not confer and should not be construed to confer, by implication, estoppel or otherwise, any license or right under any copyright, trademark, or other proprietary right to any material whatsoever that is owned or licensed by The Ocean Agency.

The list of TOA Social Media uses includes, but is not limited to, the following and is subject to change from time to time:

Sharing information about upcoming The Ocean Agency events;
Sharing information about The Ocean Agency itself;
Sharing information about The Ocean Agency petitions (e.g., to support greater ocean protection and climate action); and
Sharing information written about The Ocean Agency’s mission, activities, projects, programs, impact and support.

12. Registration Data; Account Security

In consideration of your use of the Services, if you create any user account through the Services, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration forms included as part of the Services, including on the Websites (“Registration Data”); (b) maintain and promptly update the Registration Data, and any other information you provide to The Ocean Agency, to keep it accurate, current and complete; and (c) accept all risks of unauthorized access to the Registration Data and any other information you provide to The Ocean Agency.

13. Disclaimer

Any new feature, tool, or information added to or that enhances the Services will automatically become part of the Services and will be subject to these Terms. In using the Services, you acknowledge and agree that the Services may also include third-party advertisements and/or marketing tools. While The Ocean Agency makes a reasonable effort to provide accurate and useful information to its users, The Ocean Agency makes no warranties, representations, or guaranties as to the accuracy, completeness, or quality of any information on or available through the Services.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY. THE OCEAN AGENCY AND OUR MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, PARTNERS, SUPPLIERS, AND THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (THE “RELEASED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE RELEASED PARTIES CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. THE SERVICES MAY INCLUDE INCORRECT OR INACCURATE MATERIALS, WHETHER POSTED BY THE OCEAN AGENCY, ITS USERS, OR RESULTING FROM ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH, OR UTILIZED IN, THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES AS TO THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, COMPLETENESS, AND/OR PERFORMANCE OF THE SERVICES.

THE RELEASED PARTIES MAKE NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED WHEN USING THE SERVICES WILL MEET YOUR EXPECTATIONS, (e) THE SERVICES AND/OR THE SERVER THAT MAKES SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS, OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS, OR COMPONENTS, (f) INFORMATION PROVIDED WHEN USING THE SERVICES IS ACCURATE OR TIMELY, AND (g) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE OCEAN AGENCY OR WHEN USING THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE RELEASED PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Third Party Sites that are accessible through the Services may provide warranties and applicable disclaimers in their terms of use and related documents. We encourage you to review such terms of use and related documents for more information on the warranties and applicable disclaimers for any Third Party Sites.

14. Limitation of Liability

IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF: (a) THE SERVICES OR YOUR ACCESS, USE, OR INABILITY TO USE THE SERVICES; (b) ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICES); (c) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY.

THE OCEAN AGENCY RESERVES THE RIGHT TO ALTER, REMOVE, OR DISCONTINUE ANY PORTION OF THE SERVICES, INCLUDING THE TOA CONTENT ON THE WEBSITES, OR TO SUSPEND OR TERMINATE YOUR USE OF THE SERVICES IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO CEASE USE OF THE SERVICES.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, YOU AGREE THAT IN NO EVENT WILL THE OCEAN AGENCY’S CUMULATIVE LIABILITY TO YOU FOR ANY ACTION OR CLAIM ARISING FROM OR RELATED TO THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE RELEASED PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

15. Indemnification

By accepting these Terms, you agree to defend, indemnify, and otherwise hold harmless The Ocean Agency, its members, directors, officers, employees, affiliates, agents, joint venturers, licensors, partners, suppliers, users, or other parties involved in creating, producing, or delivering the Services (the “Indemnified Parties”) from and against any and all claims, demands, actions, costs, liabilities, losses, damages, and settlements and expenses of any kind (including reasonable attorney’s fees) in connection with: (a) any claim due to or arising out of your violation of these Terms, including but not limited to a claim arising out of a breach of your representations or warranties made hereunder; (b) your use of the Services, including but not limited to any User Content you post, store, or otherwise transmit on or through the Services; (c) your inability to use the Services; or (d) your violation of any third-party right, including without limitation, any actual or threatened suit, demand, or claim made against the Indemnified Parties arising out of or relating to your User Content, your conduct, or your violation of the rights of any third party, including but not limited to any copyright, property, or privacy right. The Ocean Agency reserves the right to assume, at its sole expense, the exclusive defense and control of any claim, action, or other matter for which you are required to indemnify the Indemnified Parties, and all negotiations for settlement or compromise thereof, and you agree to fully cooperate with The Ocean Agency in the defense of any such claim, action, settlement, or compromise negotiations, as requested by The Ocean Agency.

16. Educational Use of TOA Content

With respect to Content designated as available for download for educational purposes (“Downloadable Content”), Educators or Learners (defined below) may download and exhibit such Downloadable Content on a stand-alone basis or embed in their own presentations, handouts, worksheets, other educational aids, homework, school reports, and other educational assignments or projects. For the purposes of these Terms, “Educators or Learners” consists of librarians, teachers, support staff, administrators and other staff of educational institutions, students, and adults supporting such students’ learning. The following restrictions apply to Educators and Learners concerning all Downloadable Content:

You may not disseminate Downloadable Content beyond your particular educational institution, organization, or home;
Under no circumstances may you use Downloadable Content for commercial purposes;
You may not make any modifications to Downloadable Content and must preserve all credits, copyright notice, and other proprietary notices of The Ocean Agency’s or its affiliates, agents, joint venturers, licensors, partners, suppliers, users, or other parties involved in creating, producing, or delivering the Services; provided, however that an Educator may modify questions or other classroom activities for use only in his/her classroom, subject to the obligation to correctly cite to the original Downloadable Content;
You may not make use of, or allow or enable the use of, Downloadable Content in a manner in which it is re-posted, framed, or mirrored on any other websites, regardless of educational use, but may store Downloadable Content on password-protected computer networks administered by your school or school system; and
You may post only products you have created that contain Downloadable Content and only to a password-protected website administered by your school or school system, or by The Ocean Agency.

Registration for accessing Downloadable Content through the Services is restricted to those individuals over 18 years of age, emancipated minors, or those who possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. By registering or participating in the Services, including the functions on the Websites relating to Downloadable Content, you hereby represent that you are over 18 years of age, an emancipated minor, or in possession of consent by a legal parent or guardian and have the authority to enter into the terms herein. In any case, you affirm that you are over the age of 13 as the Services are not intended for children under 13 years of age. If you are under 13 years of age, do not use the Services.

All content or other material available through the Services as Downloadable Content, including but not limited to online lectures, speeches, video lessons, quizzes, presentation materials, homework assignments, programming assignments, programs, code, and other images, text, layouts, arrangement, displays, illustrations, documents, materials, audio and video clips, HTML and files (hereinafter the “Educational Content”), are the property of The Ocean Agency and/or affiliates or licensors and are protected by copyright, patent and/or other proprietary intellectual rights under United States and foreign law. In consideration for your agreement to these Terms, The Ocean Agency grants you a personal, non-exclusive, non-transferable license to access and use the Educational Content. You may download the Educational Content identified as available for download only for your own personal, non-commercial use. You may not otherwise copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any Educational Content, nor may you modify or create derivative works of the Educational Content.

17. Additional Websites Subject to the Terms

These Terms shall apply to the following websites and all associated subdomains:

18. Additional Terms Relating to Donations

The Services include a platform through which users may make tax-deductible charitable contributions to The Ocean Agency in support of The Ocean Agency’s charitable mission and its activities. By donating through the Services, you represent that you are at least eighteen years of age (or if under eighteen years of age are acting with parental consent and under parental supervision). In addition, you represent that all information you provide to The Ocean Agency at the time of your donation is accurate. Only the authorized credit card holder may donate to The Ocean Agency via the Services. A third party may not use your credit card or enter donations on your behalf.

The Ocean Agency is an organization described under Section 501(c)(3) of the Internal Revenue Code, and charitable contributions to The Ocean Agency are tax deductible to the extent allowable by law.

The Ocean Agency has exclusive legal control and discretion over all contributions received. Contributions made to The Ocean Agency are not restricted donations. Any language that suggests a restriction on a donation, either intentionally or inadvertently, whether expressed by a donor, or any third party in connection with the solicitation of the donation or otherwise, is merely an expression of preference or advisory (i.e., precatory) and does not contractually or otherwise bind The Ocean Agency. Notwithstanding, The Ocean Agency may impose restrictions on its distributions of funds to ensure that the funds distributed will be spent for charitable purposes and in accordance with U.S. federal tax rules and regulations. The Ocean Agency cannot guarantee that any such restrictions on its distributions will be honored, but The Ocean Agency does reserve the right to request a return or repayment of any misapplied funds.

All donations made through the Services are processed by Give Lively, LLC, which partners with third-party payment processors Stripe and PayPal (the “Third Party Payment Processors”; each a “Third Party Payment Processor”) to securely manage the financial transaction process in exchange for charging the user a transaction fee for each donation. Each donation amount is reduced by this transaction fee. The Ocean Agency does not receive any of the proceeds from the fee that the Third Party Payment Processor charges. Information about the Third Party Payment Processor transaction fees is available at https://www.givelively.org/fees-and-disbursement#third-party-processing-fees. The Ocean Agency is not liable for the manner in which the Third Party Payment Processor processes any donation made through the Services. All contributions made through the Services are complete and final charitable contributions to The Ocean Agency and are not refundable, and they are complete upon submission through the Third Party Payment Processor.

19. Modification or Termination

Notwithstanding any of these Terms, The Ocean Agency reserves the right, without notice and in its sole discretion, at any time and from time to time to modify, suspend or discontinue, temporarily, or permanently, the Services (in whole or in part). The Ocean Agency reserves the right to delete, edit, or modify any and all User Content contained in the Services at any time without notice and in its sole discretion. The Ocean Agency may suspend or remove you from The Ocean Agency Services without prior notice for any reason or no reason at our sole discretion. You agree that The Ocean Agency will not be liable to you or any third party for any modification, suspension, or discontinuance of The Ocean Agency Services.

20. Severability/Waiver

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

21. Children Under 13 Years of Age

The Services are not directed at children under 13 years of age nor does The Ocean Agency knowingly collect information from children under 13. Children under the age of 13 should not submit any personally identifiable information to The Ocean Agency nor attempt to use the Services without parental supervision and approval.

22. Applicable Laws

The Ocean Agency controls and operates the Services from the United States. The Ocean Agency makes no representation that materials and/or content available via the Services are appropriate or available for use in all jurisdictions, and access to the Services from territories where its materials and/or content are illegal is prohibited. You may not use, export, or re-export materials and/or content available via the Services or any copy or adaptation thereof in violation of any applicable laws or regulations including, without limitation, U.S. export law and regulations. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

The Terms and the Privacy Policy shall be governed and construed in accordance with the laws of the State of Rhode Island, excluding its conflicts of law rules. You and The Ocean Agency agree to submit to the personal and exclusive jurisdiction of state and federal courts located in Rhode Island.

23. Miscellaneous

The section titles of these Terms are displayed for convenience only and have no legal or contractual effect. The failure of The Ocean Agency to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms or any incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should attempt to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to this agreement.

The Ocean Agency reserves the right to take any legal or technical remedies to prevent the violation of these Terms and to protect The Ocean Agency, the Services, users, and the rights and property of The Ocean Agency.

We may assign our rights and delegate our obligations under these Terms, in whole or in part, at any time with or without notice to you. You may not assign any of your rights or delegate your obligations under these Terms to any other person. Any attempt by you to do so is void.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any provision provided under these Terms is found invalid or unenforceable, the provision will be enforced to the maximum extent permissible and the other provisions and Terms hereof will remain in force.

24. Changes to the Terms

The Ocean Agency reserves the right to change or modify any of the terms and conditions contained in the Terms or any policy or guideline of the Services, at any time and in The Ocean Agency’s sole discretion. Any changes or modification will be effective immediately upon posting of the revisions to the Services via the Websites. Your continued use of the Services following the posting of changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review the Terms and applicable policies from time to time to understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended terms, you must stop using the Services.

25. No Employment Created

These Terms do not create an employment, agency, partnership, or joint venture relationship between you and The Ocean Agency.

If you have not signed a separate agreement with The Ocean Agency, these Terms constitute the entire agreement between you and The Ocean Agency. If there is any conflict between these Terms and a signed written agreement between you and The Ocean Agency, the signed agreement will control. These Terms do not alter in any way the terms or conditions of any other agreement you may have with The Ocean Agency. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to indemnify you and The Ocean Agency for violations of these Terms.

If in any circumstance, The Ocean Agency does not apply or enforce any provision of these Terms of Use, it is not a waiver of that provision.

You understand that, unless otherwise agreed to in writing by The Ocean Agency, you have no expectation of compensation for any activity, contribution, or idea that you provide to The Ocean Agency via the Services.

26. Contact Us

Please send any questions, concerns or comments, or report violations of these Terms to us at info@theoceanagency.org.