Terms of service

1. These terms apply to your use of any of our platforms, APIs, Web Applications, Mobile Applications or other applications (“Services”) offered by Oceanum Ltd. (“We”, “Us” or “Our”).

2. If you do not accept these Terms, you are not authorised to access and use any of our Services and you must immediately stop your access and use of Our Services.

3. When we use the terms “You” and “Your”, we are referring to everyone who uses our Services, whether they are individuals or organisations.

4. If you are using our Services on behalf of a business, government agency or other legal entity (each a Business), you are accepting these Terms on behalf of that Business and you represent and warrant to us that you are authorised to do so.

5. We reserve the right to change these Terms at any time and will provide You with notice of the change, whether on the Services or by email. You accept that notice of a change on our Services will be deemed to be notice to You. Continued use of our services after any such changes constitutes Your consent to those changes.

6. Any new features that enhance or alter any of the Services shall be subject to these Terms.

7. You will only use the Services in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorised to use the Services. We are not responsible for your using the Services in a way that breaks the law. You are responsible for all of your activity in connection with the Services.

8. Our treatment of Your personal information is described in our privacy policy at https://oceanum.io/privacy In agreeing to these Terms or using our Services, You will be taken to have read and agreed to the terms of that privacy policy. We reserve the right to change the privacy policy at any time and will provide You with notice of the change, whether on the Services or by email.

   Account Information

9. You may be required to sign up for an account to access some of our services, and provide us with certain information or data, such as your contact information. After registration you become a Registered User. If you are a user setting up an account on behalf of an entity you represent (an “Entity Representative”), you represent and warrant that you are authorized to bind the entity you represent and are authorized by such entity to access the Services on such entity’s behalf. You promise to provide us with accurate, complete, and updated registration information about yourself.

10. You will not share your User ID, account or password with anyone, and you must protect the security of your User ID, account and your password and any other access tools or credentials. You are responsible for any activity associated with your User ID and account.

    Use Of Services

11. Subject to these Terms of Service, we hereby grant to users a worldwide, non-exclusive, non-sublicensable and non-transferable license to access and use the Services for their own internal business purposes (or, with respect to Entity Representatives only, the internal business purposes of the entity you represent) and only as provided herein.

12. The data, tools and functionality you have access to are determined by your subscription agreement with us. Before agreeing a specific subscription agreement with us, all Registered Users will be granted an “Open Access” subscription, which may be used in accordance with these Terms of Service.

    Use Of Content

13. Subject to these Terms of Service, we grant each user a worldwide, non-exclusive, non-sublicensable and non-transferable license to access and use Content downloaded or represented in a visual format for their own personal or internal business purposes (or, with respect to Entity Representatives only, the internal business purposes of the entity you represent) and only as provided herein

14. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features, such as charts, models, custom configurations and workspaces, provided, or otherwise made available on or through the Services.

15. The Services may contain Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, attributions, information, and restrictions contained in any Content accessed through the Services.

16. Content provided by us may be governed by its own license, and by using such Content you agree to be bound by that license. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

17. Notwithstanding the foregoing, and subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use Content to create derivative works therefrom (“User Derivative Works”), provided that this license may be subject to additional terms and restrictions for certain Content as specified within the Services. Where Content obtained through our Services is governed by its own license, the terms of such license must be followed with respect to modifying and/or redistributing any derivative works.

18. We are not liable for any errors or omissions in (i) information publicly posted or privately transmitted through the Services by you or another user, or (ii) for any damages or loss you might suffer in connection therewith. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

19. We do not guarantee that any Content will be made available through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

    User Content

20. Anything you post, upload, share, store, or otherwise provide through the Services is your “User Content.” Specific configurations or settings that define how Content, whether ours or yours, is displayed or otherwise manipulated is also User Content. Some User Content that you share publicly may be viewable by other users. You are solely responsible for all User Content you contribute to the Services.

21. We do not claim ownership of User Content but You grant us a non-exclusive, perpetual and irrevocable licence, or shall otherwise ensure that we have equivalent rights, to store, copy, parse, reformat, publish and otherwise use the User Content for the purposes of operating the Services or fulfilling our other obligations under these Terms and exercising our rights under these Terms.

22. You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) violate any law.

23. If You upload third party data to the Services that will be accessible to other Registered Users, you will ensure the third party's licensing terms or terms of access, under which use or access by others is permitted, are provided with the data (as applicable and as requested by our Services during the upload process).

24. If we reasonably suspect that You have breached clauses 21 or 22 we may (a) remove (either completely or from public access), suspend, amend or delete the relevant User Content; and/or (b) suspend Your access to the Services while we investigate the matter.

25. You understand and agree that, in performing the required technical steps to provide the Services to our Users (including You), we may need to make changes to your User Content to conform and adapt those User Content to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

    Messaging

26. As part of the Services, you may receive communications through the Services, including messages that we send you (for example, via email). When signing up for the Services, you will receive a welcome message.

    Analytics

27. We may collect information from users through the Services, such as through user accounts and activity on the Services (“Analytics”). You acknowledge and agree that we may (i) internally use Analytics for our business purposes; (ii) generate data submitted to, collected by, or generated by us in connection with your use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to you (“Aggregated Anonymous Data”), and (iii) freely use and make available Aggregated Anonymous Data for our business purposes.

    Rules of Conduct

28. You shall not (directly or indirectly): a. take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; b. interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; c. bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); d. remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; e. use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; f. harvest or scrape any Content from the Services other than through APIs provided as part of the Services.; g. otherwise take any action in violation of our guidelines and policies; h. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction;

29. You represent, warrant, and agree that you will not contribute any Content or User Submissions or otherwise use the Services or interact with the Services in a manner that: a. infringes or violates the intellectual property rights or any other rights of anyone else (including us); b. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by us; c. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; d. jeopardizes the security of your User ID, account or anyone else's (such as allowing someone else to log in to the Services as you); e. attempts, in any manner, to obtain the password, account, or other security information from any other user; f. violates the security of any computer network, or cracks any passwords or security encryption codes; g. runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

30. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: a. satisfy any applicable law, regulation, legal process or governmental request; b. enforce these Terms of Service, including investigation of potential violations hereof; c. detect, prevent, or otherwise address fraud, security or technical issues; d. respond to user support requests; or e. protect the rights, property or safety of us, our users and the public.

    Third Party Services

31. The Services may permit you to link to other content, websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

    Disclaimers And Exclusion of Liability

32. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

33. You acknowledge that all of Our Services (including all associated and third party services), all Content provided by Us, including User Content are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, all warranties and representations in relation to Services and Content are excluded. Without limitation to the breadth of this clause, You acknowledge that We do not warrant or represent that any Services will operate without interruption or will be error-free. If You are a business, You also acknowledge that You are acquiring services in connection with Oceanum Ltd. for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to these Terms.

34. We give no warranty, guarantee or representation (express or implied) that any of our Services or any Content is accurate, complete, current or fit for any purpose.

35. To the maximum extent permitted by law: a. you access and use the Services, and the Content at your own risk; b. Oceanum Ltd. excludes all liability and responsibility to you or any other person for any Loss, under or in connection with these Terms, the Services, the Content, , including User Content and your access and use of (or inability to access or use) the Services or the Content. This exclusion applies regardless of whether liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

    Intellectual Property

36. With the exception of open source components and other third party components and services, and unless otherwise indicated, we or our licensors are the exclusive owners of the Intellectual Property Rights in our Services and in our Content.

37. You may not use our Intellectual Property Rights and Content unless authorised to do so under these Terms or otherwise by us in writing.

    Account Termination

38. We reserve the right to suspend or terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. A violation of these Terms of Service is grounds for termination of your right to use or access the Services. If your account is terminated, you hereby agree to immediately cease use of the Services and delete any data obtained from the Services, except for any rights to retain derivative works expressly granted herein. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

    Miscellaneous

39. If We do not exercise or enforce any rights available to Us under these Terms, it does not constitute a waiver of those rights.

40. The non-numbered headings in these Terms of Service are for convenience only and shall not affect its interpretation.

41. These Terms are governed by New Zealand law. Without limitation to our ability to secure interim relief in any jurisdiction, You agree to submit to the exclusive jurisdiction of New Zealand courts in relation to any dispute concerning these Terms, their formation or Your use of the Services.

Updated 28/07/2021