Other Ocean Group, Inc.

I. Intro

PLEASE READ THESE TERMS OF USE AGREEMENT (“TERMS OF USE” OR “AGREEMENT“) CAREFULLY. BY PARTICIPATING IN THE GAMES, OR BY USING THE WEBSITE AND RELATED WEBPAGES (THE “WEBSITE”), YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, DO NOT PARTICIPATE IN THE GAMES OR USE THE WEBSITE. WE REQUIRE ALL USERS TO BE AT LEAST 18 YEARS OLD. IF YOU ARE AT LEAST 13 YEARS OLD BUT UNDER 18 YEARS OLD, YOU MAY ONLY USE OUR SERVICES THROUGH A PARENT OR GUARDIAN’S ACCOUNT AND WITH THEIR APPROVAL AND OVERSIGHT. THAT ACCOUNT HOLDER IS RESPONSIBLE FOR YOUR ACTIONS USING THE ACCOUNT. YOU ARE RESPONSIBLE FOR ANY INTERNET CONNECTION FEES OR OTHER RELATED THIRD PARTY FEES THAT YOU INCUR WHEN ACCESSING THE SERVICE.

These Terms of Use together with any applicable End User Licensing Agreements (“EULA”), Privacy Policy (as defined below), as any of the foregoing may be amended from time to time, together with any posted rules or instructions regarding a particular activity, poll, or other offering (all such terms hereafter collectively “Overall Terms”), govern your use of the Website, your participation in the apps and the games (each a “Game” and collectively the “Games”) and any other product, online service or Website (individually and collectively “OO Services”) offered by Ocean Group, Inc., Other Ocean Group Canada Limited, and their subsidiaries (collectively, “OO”). You agree to check the Website periodically for new information and terms that govern your use of OO Services. OO may modify the Overall Terms at any time. OO will inform you about such revisions by email and/or by a notice on the Website’s home page and/or during log in. Unless indicated otherwise, such revisions affecting existing OO Services shall be effective at the earlier of your acceptance, or thirty (30) days after posting at www.otherocean.com. Terms for new OO Services are effective immediately upon posting.

 

II. Privacy & Data Collection

Your privacy is important to us. Please read OO’s ​​Privacy Policy. (“Privacy Policy”) carefully for information relating to OO’s collection and use of personal information. You understand, acknowledge and agree that public communications on OO Services are not private or confidential, and may be viewed and used by others accessing the OO Services.

 

III. Account

A. Opening & Maintaining Account

While some OO Services may be generally accessed by the public, certain aspects of the Website (e.g. posting in the forums) and the use of certain OO Services requires you to create an account (the “Account”). If you have questions about registration for an Account, please contact us at support@otherocean.com.

Only “natural persons,” as opposed to any kinds of legal entities (e.g., corporations, limited liability companies, and/or partnerships), shall have the privilege of establishing an Account. By entering into this Agreement and creating an Account, you represent that you are an adult and have the legal capacity to enter into a contract in the jurisdiction where you reside. You agree to comply with this Agreement on behalf of yourself and, at your discretion, any minor children for whom you are the parent or legal guardian and whom you have authorized to play the Game using your Account and/or authorized to use the Website. You further agree that you are entirely liable for all activities conducted through your Account, and are responsible for ensuring that you and/or your child is aware of, understands, and complies with the terms of this Agreement and any and all other Overall Terms.

To create an Account, you must have an email address, and provide truthful and accurate information. Please note that in utilizing certain areas of the Website (e.g. purchasing certain merchandise), you will be requested to provide additional information such as your name, full address and in some cases, payment information. You must be eligible to use the OO Service for which you are registering. Some OO Services require the creation of a “username” or a “persona.” Usernames and personas are tied to your Account. You may not use a username or persona that is used by someone else, is vulgar or offensive, or otherwise violates the Terms of Use. OO reserves the right to block or remove any username or persona, if the use thereof violates the Terms of Use, any Overall Terms, laws or regulations, including, without limitation, personality rights, or trademarks.

You are solely responsible for all activity on your Account including purchases, whether or not authorized by you. Your Account may be terminated if someone else uses it to engage in activity that violates the Terms of Use or is otherwise improper or illegal. You should not reveal your Account password to others. OO will not ask you to reveal your password, or initiate contact with you asking for answers to your password security questions.

We follow generally accepted rules in the video game industry, as well as applicable regulations to help safeguard and prevent unauthorized access, use, alteration, modification and/or disclosure of your personal information. We strive to use appropriate organizational and technical means to safeguard the security of your personal information, however, no security measures are 100% effective. In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of your personal information , you must immediately notify OO by emailing support@otherocean.com. In addition, submissions made via e-mail are not protected by encryption and are vulnerable to interception during transmission.

 

B. Specific Terms for a Single Account

OO may, at its discretion, allow you to open one single account (“Single Account”) which may be connected across different platforms including without limitation Steam, Nintendo Switch and Stadia (the “Platform(s)”) which shall enable cross-progression within a Game across said Platforms. Once one Platform is connected to a Single Account, you may only be able to add or remove a unique account from such Platform to the Single Account. Should you wish to modify the Platform account linked to the Single Account, you may do so only at the frequency detailed on the Website applicable to the Game.

If you make a purchase of a limited license to use a Virtual Good on a Platform, you will be able to access it from all Platforms connected to your Single Account, except for certain Virtual Goods which are subject to licensing restrictions, and except for Game Currency. The Game Currency is non-transferable from one Platform to another. Further, in the event you choose to disconnect one of your Platforms from the Single Account (“Platform Disconnection”), you acknowledge and agree that (i) you may lose the progression within the Game that happened while such Platform was linked to the Single Account, and that (ii) the Virtual Goods acquired and/or purchased on such Platform while it was linked to the Single Account may be lost after such Platform Disconnection. For purposes of clarity, Virtual Goods only remain valid in the Platform account associated with such purchase.

If your Account is terminated pursuant to the Terms of Use or any other Overall Terms, or if you are banned from the Game and/or the Website for any reason and for any period of time, the ban or termination shall be valid on all Platforms on which the Account or Single Account is connected and/or the equipment linked to such Account or Single Account.

 

C. Virtual Goods

You agree that OO reserves the right to manage, regulate, control, modify and/or eliminate, game elements, including but not limited to Virtual Goods. For the purposes herein, “Virtual Goods” refers to virtual items (including without limitation, characters, accessories, items such as “character customization”, power-ups, “skins”), points, credits, tokens and in-game currency (“Game Currency”) for use in the Game. All Virtual Goods remain the property of OO. You acknowledge that OO may, in its sole discretion, in any general or specific case, modify features, functions or abilities of any element of its Games or any Virtual Goods (which may, among other things, make the Virtual Goods substantially more valuable, effective or functional, or less valuable, effective or functional, more common or less common, or eliminated entirely). You acknowledge and agree that all Virtual Goods represent a limited license right governed by the Overall Terms, and are not redeemable for any sum of money or monetary value from OO at any time. OO may offer you the ability to acquire licenses to use Virtual Goods, such as by: (a) creating an Account or Single Account and “earning” a limited license to use Virtual Goods or (b) purchasing a limited license to use Virtual Goods for a fee or (c) participating in a contest or in in-game events and earning a limited license to use Virtual Goods. All purchase or grant of Virtual Goods, whether made with “real money” or virtual currencies, are final and cannot be transferred, refunded, returned, replaced or exchanged for any sum of money, monetary value or virtual currency from OO at any time. The Virtual Goods are not redeemable for “real money” or monetary value from OO or any other person. OO does not have an obligation to exchange the Game Currency for anything of value, including but not limited to, real currency. OO, in its sole discretion, has the absolute right to modify, replace, suspend, cancel or eliminate Virtual Goods, without notice.

The Game Currency is non-transferable from one Platform to another. Note that depending on the country in which you are located, the validity period of purchased Virtual Goods may be limited to a certain period under applicable laws of certain jurisdictions. Further, OO and/or its licensors have the absolute right to regulate, discontinue, update, modify or eliminate any Virtual Goods at any time in its sole discretion, including their availability on Platforms and/or in the Account or Single Account. OO and its licensors shall have no liability to you or anyone else for these actions.

 

D. Subscriptions

OO may offer subscription plans (the “Subscription(s)”) for certain Games which will enable you the benefits detailed on the Game and/or Game’s Website, including but not limited to, the ability to “earn” various Products. Except for a limited period where the Subscription may be offered for free, a Subscription fee will be charged on the specific billing date indicated on your Account page and/or in the Game. You must provide a valid payment method to register for a Subscription, and OO may ask you to update your payment method at any time if it becomes invalid. By agreeing to these Terms of Use and purchasing a recurring Subscription, you will have agreed to permit OO and/or its partners to automatically renew your Subscription to an OO Service by charging a valid credit card number which you have provided to OO and/or its partners. Should your subscription renew automatically, recurring renewal payments will be taken from the payment method you selected at sign-up, unless and until you change your payment method and/or it becomes invalid, or until you cancel your Subscription according to the details provided on your Account page and/or in the Game. If a payment is not successfully settled, due to expiration of the payment method, insufficient funds, or otherwise, OO may suspend your access to the Game until having successfully charged a valid payment method. Unless required by applicable law, the Subscription is non-refundable and non-transferable.

Subject to applicable law, and unless specifically stated in the Subscription at the moment of purchase or registration, if you subscribe to a renewable Subscription, you agree that at the end of the initial Subscription period and each renewal period thereafter, your Subscription fee will AUTOMATICALLY RENEW FOR THE APPLICABLE PERIOD (e.g. MONTHLY, WEEKLY, ETC.) at the then-current Subscription price (plus applicable taxes) on each renewal date without any additional action by you UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION.

OO will provide you with notice of any changes to the fees or billing methods at least fifteen (15) business days in advance by posting such changes on the Website and/or in the Game. If any change is unacceptable to you, you may cancel your Subscription at any time in accordance with the cancellation procedures applicable to each Platform and detailed on your Account page and/or in the Game, but OO will not refund any fees that may have accrued to your Account before cancellation of your Subscription, and it will not prorate fees for any subscription, except in accordance with the rules of the applicable Platform. If your use of OO Services is subject to use or sales tax, then OO may also charge you for any such taxes, in addition to the Subscription fee or other fees. You must cancel your Subscription in advance prior to the renewal date, and at least by the amount of time detailed on your Account page and/or in the Game, in order to avoid renewal charges.

For some OO Services, OO may offer a free trial Subscription. If you accept a free trial Subscription, OO will begin to bill your Account for that OO Service when the free trial Subscription expires, unless you cancel your Subscription before that time, as detailed in the Game and/or in the Website. You are always responsible for any Internet service provider, telephone, wireless and other connection fees that you may incur when using OO Services, even when OO offers a free trial Subscription. Trial subscriptions are not transferable.

You may not combine, transfer or exchange your Subscription with or to other users or accounts for any reason, failure of which may result in suspension or termination of your Subscription and/or Account.

OO reserves its rights to cancel, suspend or terminate your access to the Subscription if it suspects activity that is contrary to the Terms of Use and any code of conduct applicable to the Game and/or any applicable law or regulation. If your Subscription is cancelled or otherwise terminated by OO, you may immediately lose access to the Games.

 

E. Rules of Conduct

You violate these Terms of Use if you:

Post, transmit, promote, or distribute User Generated Content or Fan Content that is illegal.

Harass, threaten, embarrass, or do anything else to another user that is unwanted, such as repeatedly sending unwanted messages or making personal attacks or statements about race, sexual orientation, religion, nationality, heritage, etc.

Transmit, or facilitate distribution of User Generated Content or Fan Content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable. Hate speech is not tolerated.

Disrupt the flow of chat in chat rooms with vulgar language, abusiveness, hitting the return key repeatedly or inputting large images so the screen goes by too fast to read, use of excessive shouting [all caps] in an attempt to disturb other users, “spamming” or flooding [posting repetitive text].

Impersonate another person (including celebrities), indicate falsely that you are an O employee or a representative of OO, or attempt to mislead users by indicating that you represent OO or any of OO’s partners or affiliates.

Attempt to get a password, account information, or other private information from anyone else on OO Services.

Upload User Generated Content or Fan Content that you do not own or have permission to freely distribute.

Promote or encourage any illegal activity including hacking, cracking or distribution of counterfeit software.

Upload files that contain a virus or corrupted data.

Post messages for any purpose other than personal communication, including advertising or promotional messaging, chain letters, pyramid schemes, or other commercial activities.

Improperly use web support or complaint buttons or make false reports to OO staff.

Use or distribute “auto” software programs, “macro” software programs or other “cheat utility” software program or applications.

Modify any part of the OO Services that OO does not specifically authorize you to modify.

Post or communicate any user’s real-world personal information using an OO Service.

Attempt to interfere with, hack into or decipher any transmissions to or from the servers for an OO Service.

Attempt to use OO Software on or through any service that is not controlled or authorized by OO.

Exploit the Games or any of their parts thereof, or OO Services, or Fan Content, for any commercial purpose, including without limitation (a) use at a cyber cafe, computer gaming center or any other location-based site; (b) for gathering in-game virtual, items or resources for sale outside the Games; or (c) performing in-game services in exchange for payment outside the Games, e.g., power-leveling.

Interfere with the ability of others to enjoy playing an OO Service or take actions that interfere with or materially increase the cost to provide an OO Service for the enjoyment of all its users.

Exploit errors in design, features which are not documented, and/or bugs to gain access that would otherwise not be available or to obtain any competitive advantage.

Reverse engineer, decompile or disassemble all or any portion of the Website, Games, Content, or other OO Service.

Facilitate, create or maintain any unauthorized connection to the Games or the Website, including without limitation (a) any connection to any unauthorized server that emulates, or attempts to emulate, the Website; and (b) any connection using programs or tools not expressly approved by OO.

This above-referenced list of prohibitions only provides examples of unacceptable conduct and is not intended to be a complete or exclusive list of prohibited conduct. Your online conduct should be guided by common sense and respect for others who access and use the Website (whether or not such third parties are registered users of the Website) and the Games and for the employees and representatives of OO. You must also obey all federal, provincial, state, and local laws, regulations and rules that apply to your activities when you use OO Services. OO reserves the right to terminate your Account and to prevent your use of any and all OO Services if your Account is used to engage in illegal activity, violates these rules of conduct, or otherwise any Overall Terms.

If you encounter another user who is violating any of the rules of conduct, please report this activity to OO by contacting support@otherocean.com.

 

F. Consent to Monitor

When you play the Game, or participate in any other OO Service, including the communication features on the Website, your IP address (the Internet protocol address from which you access any of the above) may be stored in our records. When the Game, or any element or module thereof, is updated or “patched,” our patch routine may check your computer to see that you have the most recent version of Game-specific files; when you communicate within the Games or any communication feature in the Games or on the Website (e.g. live chat, instant message services and the like), even “privately” to another person, you do so with the understanding that those communications go through our servers, and can be monitored by us. Accordingly, you have no expectation of privacy in any of those communications and you expressly consent to monitoring of communications that you send and receive, in accordance with our Privacy Policy.

You agree that, with your consent, should it be required pursuant to applicable laws, we may communicate with you via telephone, email and any similar technology for any purpose relating to the Games, and any OO Service or OO Software which may in the future be provided by us or on our behalf. You expressly permit OO to upload CPU, operating system, video card, sound card and memory information from your computer to analyze and optimize your Game experience, improve and maintain the Games and/or provide you with customer service, in accordance with our Privacy Policy. In the event that the Games detect an unauthorized third party program, (a) the Games may communicate information back to us, including without limitation your Account username, details about the unauthorized third party program detected and the activities or functions performed thereby, and (b) OO may exercise any or all of its rights and remedies under the Overall Terms without prior notice to the user(s) linked to such unauthorized third party program.

 

G. Termination of OO Account & Services by OO

OO may suspend, modify or terminate your Account(s) and/or Single Account and access to all related entitlements and OO Services for violation of these Terms of Use, or any other Overall Terms, illegal or improper use of your Account, or illegal or improper use of OO Services, products, or OO’s Intellectual Property. You will lose your user names and personas as a result of the Account termination. If you have more than one Account, OO may terminate all of your Accounts and all related entitlements. OO may issue you a warning, suspend your Account or OO may immediately terminate any and all Accounts that you have established. You acknowledge that in such an instance OO is not required to provide you notice before suspending or terminating your Account(s), temporarily or permanently banning your device from some or all OO Services or selectively removing, revoking or garnishing Game Currency and/or Virtual Goods associated with your Account. If OO terminates your Account, you cannot participate in an OO Service again without OO’s express permission. To participate in an OO Service after such termination, contact us at support@otherocean.com. OO reserves the right to refuse to keep Accounts for, and provide OO Services to, any individual. You may not allow individuals whose Accounts have been terminated by OO to use your Account.

In addition, OO reserves the right to terminate any OO Service at any time by giving you notice of such termination within the time period specified when you joined the particular OO Service, or if no time period for notice of termination was specified, then within ten (10) days of the date such notice is posted on the applicable OO Service.

If your Account, or a particular subscription for an OO Service associated with your Account, is terminated for a violation of these Terms of Use, the EULA or any other Overall Terms, no refund will be granted; no online time or other credits will be credited to you or converted to cash, nor will any other form of reimbursement be issued, and you will have no further access to your Account or entitlements associated with your Account or the particular OO Service (such as Virtual Goods, Game Currency, digital assets, Game credits, passes, and tokens).

 

H. Cancellation of an OO Account by you

You may cancel your Account at any time by contacting support@otherocean.com or by following the steps detailed in your Account. If you do not agree to the terms in this Terms of Use, the EULA, or any other Overall Terms, your sole remedy is to not use OO Services and to cancel your Account or applicable Subscriptions. You understand and agree that the cancellation of your Account is your sole right and remedy with respect to any dispute with OO, including any dispute related to, or arising out of: (1) any term of these Terms of Use, the EULA, or any other Overall Terms, or OO’s enforcement or application thereof; (2) the Content available through OO Services or any change in Content provided through OO Services; (3) your ability to access and/or use OO Services; or (4) the amount or type of any payment, fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods for OO Services.

OO reserves the right to collect fees, surcharges or costs incurred before you cancel your Account or a Subscription to an OO Service. You are also responsible for any amounts owed to third-party vendors or content providers before your cancellation. Any delinquent or unpaid fees and other unresolved issues with OO Services must be settled before you establish a new OO Account.

After you have canceled your Account, or your Account is otherwise terminated pursuant to these Terms of Use, OO has the right to delete all your account information and content in compliance with its Privacy Policy.

 

IV. Charges & Billing

Some OO Services require payment of certain fees. You must have an Account or Single Account and pay the Subscription fee or other fees to participate in these Services. For information about the Subscription fee and other fees for particular Services, you may contact us at support@otherocean.com. OO reserves the right to change its prices, fees, or billing methods at any time and without notice.

 

A. Preorders

OO may take preorders related to certain Games. You may select one or more of the packages offered on the Website and pay the indicated amount(s) in accordance with the following terms deemed to be agreed upon between you and OO:

Your payment is a deposit to be used for (a) the production and delivery cost for the package (“Package Cost”), and (b) the development and production cost of the Game, including the Website cost, and OO’s corporate expenses associated with the foregoing (the “Game Cost”).

The deposit shall be earned by OO and become non-refundable to the extent that it is used for the Package Cost and the Game Cost, with your deposit being applied as follows: (a) first to the Package Cost, and then (b) to the Game Cost in a percentage equal to the total applied Game Cost in relation to the total deposits of all contributors remaining after the Package Cost.

OO agrees to use its good faith business efforts to deliver to you the packages and the Game on or before the estimated delivery date. However, you acknowledge and agree that delivery as of the estimated delivery date is not under any circumstances a representation provided by OO since unforeseen events may extend the development and/or production time. Accordingly, you agree that any unearned portion of the deposit shall not be refundable until and unless OO has failed to deliver the pledged items and/or the Game to you within 12 months after the estimated delivery date.

For the avoidance of doubt, in consideration of OO’s good faith efforts to develop, produce, and deliver the Game with the funds raised, you agree that any deposit amounts earned by OO and applied against the Package Cost and the Game Cost as described above shall be non-refundable regardless of whether or not OO is able to complete and deliver the Game and/or the pledged items. In the unlikely event that OO is not able to deliver the Game and/or the pledged items, OO agrees to post an audited cost accounting on its Website to fully explain the use of the deposits for the Game Cost and the pledged item cost. In consideration of the promises by OO hereunder, you agree to irrevocably waive any claim for refund of any deposit amount that has been used for the Game Cost and Package Cost in accordance with the above.

Once OO has made all items available to you and the Game has been commercially released to the public, all your payments for any OO Services until such time shall become, and any payments thereafter shall be non-refundable in whole or in part.

 

B. Payment Options and Information

You may make payment using the methods available for the particular OO Service and you agree to the terms and conditions applicable to each payment method you choose. Payment methods may vary depending on the OO Service. When you provide credit card or other payment information to OO and/or its payment processing partners, you represent to OO and its partners that you are the authorized user of the credit card or other payment method.

You must provide current, complete, and accurate information for your billing account. OO does not receive any confidential payment data from its payment providers, and OO is not responsible for their performance. You must promptly update all information with the payment provider to keep your billing account current, complete, and accurate (such as a change in billing address, the credit card number, or the credit card expiration date), and you must promptly notify OO if your credit card is canceled (for example, for loss or theft). Changes to such information can be made by contacting customer service at support@otherocean.com.

Customers who use a payment method other than a credit card may incur an additional payment processing fee, and may not be able to automatically renew Subscriptions. Any separate charges or obligations that you incur in your dealings with the third party payment providers are under your responsibility. OO reserves the right to change such payment providers at any time without notice.

As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends. This means that, unless your Account or payment information is obtained unlawfully or fraudulently by someone other than those authorized by you to use your Account, you will be responsible for all usage and purchases on your Account.

 

C. Responsibility Related to Virtual Goods Virtual Goods

YOU AGREE THAT YOU WILL NEVER ASSERT OR BRING ANY CLAIM OR SUIT AGAINST OO, ITS PARENT COMPANY, DIVISIONS, SUBSIDIARIES, AFFILIATES, OR ANY EMPLOYEES OF ANY OF ABOVE, WHICH IS RELATED TO OR BASED ON, INCLUDING BUT NOT LIMITED TO; (I) A CLAIM THAT YOU “OWN” ANY VIRTUAL GOODS IN THE GAME, (II) A CLAIM FOR THE “VALUE” OF VIRTUAL GOODS IF OO DELETES THEM (AND/OR TERMINATES YOUR ACCOUNT) WITH A REASONABLE CAUSE AT OO’S SOLE DISCRETION, (III) A CLAIM FOR THE “VALUE” OF VIRTUAL GOODS THAT YOU MAY LOSE IF OO DOES ANYTHING THAT IT IS ENTITLED TO DO PURSUANT TO ANY PROVISION OF THESE TERMS OF USE, THE EULA, THE PRIVACY POLICY, OR ANY OTHER OVERALL TERMS, AND/OR FOR ANY MALFUNCTIONS AND/OR “BUGS” IN OO SERVICES, (IV) A CLAIM THAT THE“VALUE” OF ANY VIRTUAL GOODS HAS INCREASED OR DECREASED BY VIRTUE OF ANY GAME MODIFICATION THAT OO HAS MADE OR WILL MAKE.

 

D. Fees Charged by Third-Party Websites and Vendors

OO may provide links to other websites. Some of these websites may charge separate fees, which are not included in any fee that you may pay to OO. Any separate charges or obligations that you incur in your dealings with third parties are under your sole responsibility and OO may not be held liable for these charges or obligations.

 

V. Intellectual Property

A. Content

“Content(s)” as used herein includes (1) software, software updates or patches, or other utilities and tools from OO or its licensors (“OO Software”) and (2) other software, technology, text and audio visual material, as well as the design and appearance of the Website. The foregoing includes, without limitation, computer code, titles, objects, artifacts, characters, character names, locations, logos, images, text, illustrations, designs, icons, photographs, names, stories, story lines, dialogue, catch phrases, artwork, graphics, structural or landscape designs, animations, sounds, musical compositions and recordings, audio-visual effects, characters and character likenesses, user Accounts, methods of operation, video clips and written and other material that appear on the Website and/or in OO’s Games. Content is provided by OO and its licensors and may also be contributed as User Generated Content or Fan Content (see Section V.D below) by you or third parties, including other users of OO Services. The Contents are copyrights, trademarks, and/or other intellectual property owned, controlled or licensed by OO, one of its affiliates or by third parties who have licensed their materials to OO, and are protected by Canadian and international copyright laws. You may not reuse, reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale or exploit in any manner, in whole or in part, any of the Contents.

“User Generated Content” as referred to herein means all forms of communication, messages, information, data, text, software, graphic files, or other materials, whether in written, verbal, electronic, digital, machine-readable or any other form, including without limitation character data, game customization, in-game constructions, replays, cinematics, scripts and programs, modes, gameplay, chat posts, experiences, interactive features, and screenshots, music, sounds, sound recordings, audiovisual combinations, musical works, animations and other types of works, whether now known or hereafter to become known, which is contributed to the Website or any OO Service by anybody other than OO.

OO reserves the right to remove any Content or User Generated Content that is objectionable to us for any reason, including such User Generated Content that breaches the Terms of Use, including the Overall Terms. The decision to remove Content or User Generated Content is in OO’s sole and final discretion. To the maximum extent permitted by applicable law, OO does not assume any responsibility or liability for User Generated Content, or for any failure to or delay in removing such Content.

 

B. OO and Third-Party Ownership

Content in OO Services is owned by OO or OO’s third party licensors and is protected by Canadian and international copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not copy or download any Content from an OO Service unless our terms expressly authorize you to do so. You agree not to remove, obscure, or alter any copyright, patent, trademark, or other proprietary rights notices affixed to Content. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of any Content. OO reserves all rights in OO-owned and licensed Content that are not expressly granted to you in Overall Terms. You acknowledge that OO and/or third-party content providers remain the exclusive owners of all materials posted on the Website and in the Games, and that you do not acquire any of those ownership rights by downloading copyrighted materials.

Making unauthorized copies of Content found on OO Services may result in the termination of your Account(s), prohibition on use of OO Services, and further legal action. Content owners may take criminal or civil action against you for unauthorized use of intellectual property. You agree to indemnify and hold harmless OO from any unauthorized or illegal conduct by you, or through the use of your Account, on OO Services.

 

C. Limited Use License

The OO Services, and all respective Content are available for use only by authorized end users in accordance with, and subject to the terms and conditions set forth in these Terms of Use and any applicable EULA, which is incorporated herein by reference. OO hereby grants to you a limited, personal, non-exclusive, non-transferable, non-assignable and fully revocable license to use the Website, the Games, and any Content thereof for your individual, non-commercial, entertainment purposes only, as well as expressly allowed in these Terms of Use. The foregoing license is strictly subject to the following conditions: (1) you are current with your payment of all applicable fees for the use of the Games and OO Services to which you have subscribed and (2) you comply with these Terms of Use, the EULA and the Privacy Policy and you are not otherwise in breach of any Overall Terms. The foregoing grant of license shall be automatically revoked as of the moment that any of the foregoing conditions are no longer met by you.

OO Services may require or allow you to download OO Software. In such cases, OO grants to you a non-exclusive, limited license to use OO Software solely for the purpose stated by OO at the time the OO Software is made available to you. If an End User License Agreement is provided with the OO Software, your use of the OO Software is subject to the terms of that license agreement in addition to these Terms of Use. You may not sub-license, or charge others to use or access OO Software. You may not translate, reverse-engineer, reverse-compile or decompile, disassemble or make derivative works from OO Software. You may not modify OO Software or use it in any way not expressly authorized in writing by OO. You understand that OO’s introduction of various technologies may not be consistent across all Platforms and that the performance of OO Software and related OO Services may vary depending on your computer and other equipment.

From time to time, OO may provide you with updates or modifications to OO Software. You understand that certain updates and modifications may be required in order to continue the use of OO Software and OO Services.

 

D. User Generated Content

OO may provide features through the OO Software that allow you to create, develop, modify or contribute User Generated Content and to make it available to some users of the OO Services.

You are responsible for your User Generated Content. You may not upload User Generated Content that infringes a third party’s intellectual property rights or that violates the law, this Agreement or a third party’s rights. In particular, if music or other third-party content is included in your User Generated Content, you will need to secure the content owner’s permission independently. You must have the legal right to upload Content to OO Services. You may not upload or post any User Generated Content on OO Services that is protected by copyright, trademark or other intellectual property rights unless (i) you are the owner of all of those rights; or (ii) you have the prior written consent of the owner(s) of those rights to make such use of that User Generated Content and to grant the OO the rights detailed below. OO may, without prior notice to you and in its sole judgment, remove User Generated Content that, in OO’s good faith judgment to be exercised in its sole discretion, may infringe the intellectual property rights of a third party. If you are a repeat infringer of OO’s or a third party’s intellectual property rights, OO may terminate your Account without notice to you with the consequences set forth above.

OO may, in its sole discretion, remove, edit or disable User Generated Content for any reason, including if OO reasonably determines that User Generated Content violates these Terms of Use and/or applicable law. OO does not assume any responsibility for User Generated Content, for removing it, or not removing it or other Content. OO does not pre-screen all User Generated Content and does not endorse or approve any User Generated Content that you and other users may contribute to OO Services. You are solely responsible for your User Generated Content and may be held liable for User Generated Content that you post. You bear the entire risk of the completeness, accuracy or usefulness of any User Generated Content found on the Website or other OO Services.

You understand that you are not entitled to receive any compensation, fees, consideration, or other remuneration in connection with your User Generated Content for any reason, including OO’s exercise of the rights you grant to OO in this Section.

In exchange for OO enabling your contribution of User Generated Content (as defined in above), when you contribute User Generated Content to an OO Service, you expressly grant to OO a non-exclusive, perpetual, royalty-free, worldwide, complete and irrevocable right to quote, re-post, use, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the User Generated Content, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party. You grant OO all licenses, consents and clearances to enable OO to use such User Generated Content for such purposes. You waive, and agree not to assert any droit moral or similar rights you may have in such User Generated Content.

If the OO Service on which you contribute User Generated Content permits other users to access and use that contributed User Generated Content as part of the OO Service, than you also grant all other users of the relevant OO Service the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your contributed User Generated Content on or through the relevant OO Service without further notice, attribution or compensation to you.

 

E. Creative Submissions for Personal Use

OO may decide to grant you permission to use some parts of and publish “Fan Content”, defined as gameplay footage and/or artwork from our Games (excluding third party content, voices and music), to your website, YouTube or similar digital services only if the following conditions are respected:

The use of the Fan Content is for non-commercial activities.

You must respect the ESRB rating of the Game when posting the Fan Content.

If the Fan Content is not owned by OO, you must obtain and respect third party licences.

You respect the Terms of Use.

OO grants you a free of charge, non-exclusive, non-transferable license to use Fan Content without modification or modify the Fan Content for the purposes allowed in this section without territorial and temporal restrictions as long as all of the conditions set in this section and in the Terms of Use are respected. Even if OO grants you such permission, if music or other third-party content is included in your Fan Content, you will need to secure the content owner’s permission independently.

The use of the Fan Content for commercial activities is prohibited. As such, you are not allowed to charge a fee of any kind to grant the access to the Fan Content. If you intend to charge a subscription or access fee to generate revenue from the Fan Content, you are only allowed to do so if you execute a license agreement with us. The limited permission granted herein with respect to fan use of certain Fan Content does not cover such circumstances. However, you may generally monetize the Fan Content by using advertisements so long as the advertisements comply with the applicable laws and regulations.

In exchange for OO enabling your use of Fan Content, when you create Fan Content, you expressly grant to OO a non-exclusive, perpetual, royalty-free, worldwide, complete and irrevocable right to quote, re-post, use, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the Fan Content, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party. You grant OO all licenses, consents and clearances to enable OO to use such Fan Content for such purposes. You waive and agree not to assert any droit moral or similar rights you may have in such Fan Content.

If the OO Service on which you contribute Fan Content permits other users to access and use that Fan Content as part of the OO Service, than you also grant all other users of the relevant OO Service the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your Fan Content on or through the relevant OO Service without further notice, attribution or compensation to you. This includes the right to promote the Fan Content, e.g. by sharing or reposting it on our official channels or in marketing assets or include them in the Games. OO is entitled, but not obliged to use your name or nickname as means of attribution.

The Fan Content is not a joint, collective or collaborative work under any applicable laws. You agree to include OO’s trademark, copyright or other proprietary rights notices, as provided on the Website and/or Game, when displaying Fan Content, and agree to comply with usage guidelines that may be provided by OO from time to time. You shall not remove or alter any identifying information or copyright management information conveyed in connection with copies of Fan Content or Content, including in digital form; nor challenge OO’s or its licensors’ ownership of the Content, nor use or adopt any trademarks that might be confusingly similar to such Content.

OO reserves all rights, title and interest in and to the Fan Content which are not expressly granted herein. You shall not rent, lease, reproduce, modify, translate or create derivative works of the Fan Content except as expressly permitted herein, nor create any derivative works (including without limitation fiction or visual art) from, or in any way exploit, any of the heroes, weapons, other Content contained in the Game or on the Website, without the express written permission of OO. OO does not consent to the protection under the copyright laws of any unauthorized derivative work. The creation and sale of merchandise based on the Game, the Website, or upon Fan Content or OO Marks is expressly prohibited.

Under no circumstances will OO be liable to you for any direct, indirect, incidental, consequential, special or exemplary damages, including lost profit or lost revenues, of any kind in connection with this permission. OO reserves the right in its sole discretion to expressly refuse this permission to any particular content, or to revoke this permission at any time.

These terms can be changed at any time without notice and OO reserves its rights to refuse your use of the Fan Content or request the takedown of your Fan Content for any reason.

 

F. Unsolicited Creative Submissions

OO places a particular value on its interaction with its customers and fans, however, neither OO nor any of its employees and/or contractors may accept or consider unsolicited ideas, original creative artwork or other works, including, without limitation, ideas or suggestions for new or improved games or technologies, game or product enhancements, marketing plans or names for new games (collectively “Unsolicited Ideas”). This policy is aimed at avoiding potential misunderstandings or disputes when OO’s products or services might seem similar to Unsolicited Ideas that are submitted.

If you do submit your Unsolicited Ideas to OO or to any of its employees and/or contractors despite this policy and regardless of what your letter says, then you hereby acknowledge and agree that, from the time of transmission or dispatch, you grant OO, and its designees a worldwide, perpetual, irrevocable, sublicenseable, transferable, assignable, non-exclusive and royalty-free right and license to use, reproduce, distribute, adapt, modify, translate, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import your Unsolicited Ideas, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto, in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, including, without limitation, giving the Unsolicited Ideas to others, without any compensation to you. You also give up any claim that any use by OO and/or its licensees of your Unsolicited Ideas violates any of your rights, including but not limited to moral rights, privacy rights, rights to publicity, proprietary or other rights, and/or rights to credit for the material or ideas set for therein. In addition, you acknowledge and agree that in no event shall OO have any obligation to review or return or acknowledge receipt of any Unsolicited Ideas.

 

G. Interviews and Filming at Events

OO may elect to record or film interviews with you and to create other audio-visual material depicting you during events organized by OO (“OO Event”), either separately or during trade shows, conventions, and similar events. You hereby consent that OO may use your likeness and voice on such audio-visual materials for documentary, marketing, and advertising purposes in any and all media now known or hereafter devised in perpetuity throughout the universe, without any compensation due to you. If you do not wish to grant such permission, do not participate in the OO Events and decline to be interviewed.

 

H. Copyright Infringement Claims

OO obeys all relevant copyright laws, and will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws.

To make a claim, please provide us with the following:

1) A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;

2) A description of the copyrighted work claimed to have been infringed;

3) A description of the infringing material and information reasonably sufficient to permit us to locate the material;

4) Your contact information, including your address, telephone number, and email;

5) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6) A statement that the information in the notification is accurate, and, under the pains and penalties of perjury, that you are authorized to act on behalf of the copyright owner.

Claims can be sent to 1540 Warren Grove Rd. Cornwall, PE, Canada C0A 1H8, Attn: Legal Department or by email at legal@otherocean.com.

OO may, in appropriate circumstances and at its discretion, terminate your ability to submit content to the OO Services or terminate your Account, if you are a repeat infringer.

 

VI. Special Terms: Playtests and/or Beta Testing

In its sole discretion, OO may contact you to review and evaluate the Games, aspects or modules of the Games, or online features as part of, or prior to a wider Alpha test, Beta test, or commercial release thereof (hereafter “Pre-Release Games”) for the purposes identified with you prior to testing the Pre-Release Games. You will be asked to provide to OO certain feedback and suggestions regarding your experiences while reviewing and evaluating the Pre-Release Games and/or any other Content or Games. This process is referred to herein as a “Play Test”. If it is a closed Play Test, OO may ask you to enter into a confidentiality agreement (“Confidentiality Agreement”) for each specific Play Test BEFORE you are allowed to be a tester (“Tester”) and BEFORE any software is provided or made accessible to you. In such case, your participation as a Tester is subject to the Confidentiality Agreement, in addition to the following terms and conditions which apply to all Pre-Release Tests and/or to Play Test terms which you must accept prior to participating in such a test. Furthermore, as a participant, you have to comply with all the Terms of Use, Privacy Policy and all rules applicable to Play Tests.

In connection with the Play Test, OO may provide you, on a temporary basis, Pre-Release Games, as well as any other Games, Content, and/or confidential and proprietary information (collectively, “Pre-Release Materials”). You understand and agree that the Pre-Release Materials are confidential or proprietary information of OO. You agree as a condition of participating in a Play Test to (i) not copy or reproduce the Pre-Release Materials, (ii) safeguard the Pre-Release Materials and prevent unauthorized access to, reproduction of, disclosure of and/or unauthorized use of, the Pre-Release Materials, and (iii) if applicable, fully comply with the terms and conditions of the Confidentiality Agreement.

You will carry out the testing personally and not provide access to Pre-Release Materials to any other person. You agree that breach of the above obligations will cause irreparable harm to OO, and OO is entitled to (in addition to any other remedies available to it) ex parte injunctive relief without bond to prevent the breach or threatened breach of your obligations. Your obligation to keep the Pre-Release Materials confidential will continue until OO publicly distributes, or has otherwise disclosed to the public through no fault of yours, the Pre-Release Materials and the Content that you are testing.

Upon request, you agree to immediately delete all copies of the Pre-Release Material which OO provided to you.

Nothing in these Terms of Use or any other Overall Terms shall be construed as granting you any rights or privileges of any kind with respect to the Pre-Release Materials or other Content. The Pre-Release Games are provided for testing on an “as is” and “as available” basis and OO makes no warranty to you of any kind, express or implied.

By participating in a Play Test, you agree that: (I) playing Pre-Release Games is at your own risk and you know that the Pre-Release Games may include known or unknown bugs, (ii) any value or status indicators that you achieve through game play may be erased at any time, (iii) OO has no obligation to make these Pre-Release Games available for play with or without charge for any period of time, nor to make them available at all, (iv) OO’s Terms of Use, Play Test specific terms and Privacy Policy apply to your use of the Pre-Release Games during the testing phase, and (v) if it is a closed Play Test, you will keep all information about the Pre-Release Materials confidential as stated above and not disclose such information to any other person.

Play Test accounts are non-transferable under any circumstances.

 

VII. Special Terms: Contests

Contests shall be held pursuant to certain terms and conditions specific to the contest (the “Official Rules”). As a participant of a contest held by OO, you shall be subject to the Terms of Use and other rules applicable to the contests detailed in the Game and/or Game’s Website. The information you provide will only be used in accordance with the Privacy Policy.

 

VIII. Disclaimers & Indemnification

This Section shall survive termination of this Terms of Use agreement.

 

A. Limitations on Warranty & Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE GAMES, THE WEBSITE, OR ANY OTHER OO SERVICES, OO SOFTWARE, AND THE INTERNET IS AT YOUR SOLE RISK. OO SERVICES, OO SOFTWARE, OO’S PRODUCTS AND THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES MAY NOT BE EXCLUDED BY LAW. OO PROVIDES OO SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT WARRANT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT YOU WILL BE ABLE TO ACCESS OR USE OO SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT OO WILL HAVE ADEQUATE CAPACITY FOR OO SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA OR THAT THE OO SERVICES WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE OO SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATION FEATURES OF THE WEBSITE, IS AT YOUR SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH OO OR ITS LICENSORS IS TO STOP USING OO SERVICES, AND TO CANCEL YOUR OO ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT OO, ITS LICENSORS AND AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT, INCLUDING ANY FAN CONTENT AND/OR USER GENERATED CONTENT, ON ANY OO SERVICES OR USE OF OO SOFTWARE. IN NO CASE SHALL OO OR ITS LICENSORS, AFFILIATES’, EMPLOYEES’, OFFICERS’, OR DIRECTORS’ (COLLECTIVELY, “OO AFFILIATES”) LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO OO FOR OO SERVICES. IN NO CASE SHALL OO OR OO AFFILIATES BE LIABLE FOR DIRECT, GENERAL, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUES, ARISING FROM YOUR USE OF OO SERVICES, OO SOFTWARE, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF OO SERVICES OR ACCOUNTS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OO’S AND OO AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. OO DOES NOT ENDORSE, WARRANTOR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH OO AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

 

B. Indemnification

Upon OO’s request, you agree to defend, indemnify and hold harmless OO and its affiliates, employees, contractors, officers, directors, vendors, and content providers from all liabilities, claims and expenses, including attorneys’ fees, that arise from a breach of these Terms of Use, or any other Overall Terms, for which you are responsible or in connection with your distribution of any Content on or through OO Services. Without limiting the generality of the foregoing, you agree to indemnify and hold OO harmless for any improper or illegal use of your Account, including the illegal or improper use of your Account by someone to whom you have given permission to use your Account. You agree that you will be personally responsible for your use of OO Services and for all of your communication and activity on OO Services, including any User Generated Content and Fan Content you contribute, and that you will indemnify and hold harmless OO, its affiliates, employees, officers, and directors from any liability or damages arising from your conduct on OO Services, including any User Generated Content that you contribute and Fan Content that you distribute.

OO reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to OO in that matter.

 

C. Updates: Possible Setbacks and Loss of Data

IMPORTANT: OO MAY FIND IT NECESSARY TO MAKE UPDATES, OR RESET CERTAIN PARAMETERS TO BALANCE GAME PLAY AND USAGE OF OO SERVICES. THESE UPDATES OR “RESETS” MAY CAUSE YOU SETBACKS WITHIN THE RELEVANT GAME AND MAY AFFECT CHARACTERS, GAMES, GROUPS OR OTHER ENTITLEMENTS UNDER YOUR CONTROL. OO RESERVES THE RIGHT TO MAKE THESE UPDATES AND IS NOT LIABLE TO YOU FOR THESE CHANGES.

 

D. Links to Third-Party Websites

OO Services may include hyperlinks to websites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from you. OO does not control such websites, and it is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply OO’s endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site.

 

E. Other Disclaimers

Please refer to the following Sections of this Agreement regarding other important disclaimers: III.D, III.E, IV.C., V.E.

 

IX. Dispute Resolution

A. Equitable Remedies

You hereby acknowledge and agree that OO would suffer irreparable harm if these Terms of Use or any of the Overall Terms were not specifically enforced. Consequently, in addition to such monetary and other relief as may be recoverable at law, you agree that OO shall be entitled to specific performance or other injunctive relief, without bond, other security, or proof of damages, as remedy for any breach or threatened breach of these Terms of Use or any other Overall Terms. Additionally, in the event any legal or administrative action or proceeding is brought by either party in connection with these Terms of Use or the Overall Terms and consistent with the terms of this Section, the prevailing party in such action or proceeding shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party as the result of the action or proceeding.

 

B. Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy or claim related to the Terms of Use or any other Overall Terms (“Dispute”), you and OO agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any court proceeding. Such informal negotiations commence upon written notice from one person to the other. OO will send its notice to your billing address (if provided) and email you a copy to the email address you have provided to us. You agree to send your notice to legal@otherocean.com with a copy to 1540 Warren Grove Rd. Cornwall, PE, Canada C0A 1H8.

 

C. Formal Dispute Resolution

If you and OO are unable to resolve a Dispute through informal negotiations, either you or OO may elect to have the Dispute finally and exclusively resolved by the courts of the Province of Nova Scotia.

 

X. Termination

This Agreement (and all subsequent modifications, if any) shall remain effective until terminated. Both you and OO may terminate this Agreement at any time for any reason or for no reason. Termination by OO will be effective upon notice to you, termination or deletion of your Account, or its decision to permanently discontinue offering and/or supporting the Service, which it may do at any time in its sole discretion. You may terminate this Agreement (and consequently, your Account) at any time by notifying OO at support@otherocean.com. Upon termination of this Agreement, your right to use the OO Services shall immediately cease. The following provisions shall survive any termination of this Agreement: Sections IV; V.A, B, D, and E; VII, VIII, and XI.

XI. General Terms

A. Remedies

You agree that these Terms of Use are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms of Use. You also understand and agree that these Terms of Use, the Privacy Policy, the EULA and any other Overall Terms, including OO‘s enforcement thereof, are not intended to confer, and do not confer, any rights or remedies upon any person.

 

B. Severability

If any part of these Terms of Use or the Overall Terms is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of OO, and the remaining portions shall remain in full force and effect.

 

C. Assignment

OO may assign these Terms of Use, in whole or in part, to any person or entity at any time with or without your consent. You may not assign these Terms of Use without OO’s prior written consent, and any unauthorized assignment by you shall be null and void.

 

D. Waiver

The failure of OO to exercise or enforce any right or provision of these Terms of Use or any Overall Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by OO of any provision, condition or requirement of these Terms of Use or any Overall Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

 

E. Force Majeure

OO shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of OO, including, without limitation, any failure to perform hereunder due to unforeseen circumstances or cause beyond OO’s control such as acts of god, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

 

F. Governing Law

The laws of Nova Scotia, excluding its conflicts-of-law rules, govern these Terms of Use, any other Overall Terms, and your Account(s); and (ii) you expressly agree that exclusive jurisdiction for any claim or dispute with OO or relating in any way to these Terms of Use, any other Overall Terms, your Account(s), or your use of any OO Services resides in the Courts of the Province of Nova Scotia, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the Province of Nova Scotia in connection with any such dispute including any claim involving OO or its affiliates, employees, contractors, officers, directors, vendors and content providers. As noted in these Terms of Service, your conduct may also be subject to other local, state, national, and international laws.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Those who choose to access the Service from locations outside of Canada do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable. Should a court of competent jurisdiction determine that other laws apply, these Terms of Use shall be enforced to the fullest extent permitted by the laws of the applicable jurisdiction and be interpreted to give maximum effect to these Terms of Use hereof.

 

G. Entire Agreement

These Terms of Use, together with any applicable EULA, the Privacy Policy, and any other Overall Terms, including any posted rules or instructions regarding a particular activity, poll, or contest constitute the entire agreement between you and OO relating to your rights and obligations in the use of OO Services. If there is any conflict between these Terms of Use, any applicable EULA, the Privacy Policy, and any other Overall Terms, OO shall resolve the conflict in its sole discretion.

Last revision: August 21, 2023