Agreement Between Athletes Ocean and Teamspace Owner



1. Introduction:  This Agreement between Athletes Ocean and Teamspace Owner (“this agreement”) sets out the terms which govern each transaction between Athletes Ocean and the Teamspace Owner.

2. When does this agreement apply?: This Agreement Between Athtletes Ocean and Teamspace Owner will apply to the exclusion of any other terms which the Athletes Ocean and Teamspace Owner may have proposed, and this Standard Contract between Athletes Ocean and Teamspace Owner will legally bind the Parties.

3. Parties: The only parties to this agreement are Athletes Ocean and Teamspace Owner (“Parties”).

4. Interpretation: In this agreement, defined terms have the following meanings:

a. “Ocean Platform” means the website accessed via the URL or via any web browser;

b. “Instructor” means a User who has set up their Ocean account as an Instructor account to post Content on Ocean to be viewed or purchased by other Users;

c. “Member” means a User who purchases Content and is able to view the Instructor’s Content;

d. “Instructional Course(s)” means recorded video courses that are made available for purchase on the Ocean Platform ; 

e.  “Subscription Groups” means a private group, with or without a subscription fee, that Members must request access to join;

f. “Teamspace Student” means an individual User that is granted access to a particular teamspace by a Teamspace Owner. 

g.  “Teamspace Payment” means any and all payments made by a Teamspace Owner in respect of any transaction related to their teamspace, including renewal payments;

h. “Subscription” means a Teamspace Owner’s subscription to a Instructor’s Subscription Group;

i. “Tax” shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the US or any other jurisdiction. 

j. “Teamspace” means the collaborative feature on the Ocean Platform where coaches can create and manage learning spaces for their athletes.

k. “Teamspace Owner” means a User making the purchase of and managing the Teamspace on the Ocean platform. 

l. “Seat(s)” means a space allocated for a User that is invited to join a teamspace as a Teamspace Student.

5. Pricing and Payment: By entering into this agreement, the Teamspace Owner agrees to pay the applicable amount of money due to Ocean in accordance with the pricing structure associated with the Teamspace Payment. The Teamspace Owner participating in this transaction authorizes Ocean Athletics, Inc. or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the payment, as described in the Ocean Terms of Service.

a. Pricing of Teamspace, Generally:

  1. The cost of a teamspace will vary depending on which ‘package’ is purchased (Starter or Advanced) and how many Seats are purchased for a teamspace.
  2. The package and the number of Seats will be determined by the Teamspace Owner at the time of purchase.
  3. Athletes Ocean reserves the right to change or modify prices for Seats or annual renewal costs.

b. Purchasing Additional Seats for Teamspace:

1. A Teamspace Owner can purchase additional Seats for Teamspace Students at any point while the teamspace is active. 

2. The price per new seat will be equal to the price of the original Seat(s), that of which is based on which package the Teamspace Owner chose to purchase.

c. Teamspace Access; Renewals:

1. A Teamspace Owner will have access to their teamspace for one year from the date of purchase.

2. A Teamspace Owner can renew a teamspace for subsequent years at reduced cost of the initial purchase price.

d. Purchasing Additional Content from Instructors:

1. A Teamspace Owner may have access to purchase additional Instructional Courses or Subscriptions from Instructors.

2. Athletes Ocean is not a party to that transaction, except that Athletes Ocean may serve as a payment intermediary between Teamspace Owner and the Instructor.

3. Any additional purchases by a Teamspace Owner will be subject to the Standard Contract Between a Member and Instructor.

6. License of Content: Once the transaction is finalized, Athletes Ocean grants to the Teamspace Owner, and any Teamspace Student, a limited license to access the applicable Instructional Courses made available in the teamspace to which the this transaction relates (the “Relevant Content”). This license is non-transferable, non-sublicensable and non-exclusive, and permits the Teamspace Owner and Teamspace Students to access and view the Relevant Content on a personal device and via a normal web browser (and to make a temporary copy of such Content only to the extent that this is an incidental and technical process forming part of the User’s accessing the Content (i.e. caching)), in accordance with the Ocean Acceptable Use Policy.

7. Ownership of Content: The Users participating in this transaction acknowledges and agrees that the license of the Relevant Content provided in section 6 of this agreement does not result in the Teamspace Owner or Teamspace Member acquiring any rights in or to the Relevant Content, which rights shall be retained by the Athletes Ocean in the Relevant Content.

8. Expiry of License: The license granted to a Teamspace Owner in relation to the Relevant Content and a teamspace will expire automatically without notice in the following circumstances:

a. if the Teamspace Payment related to this transaction was unsuccessful, or is charged back or reversed for any reason;

b. in respect of annual renewals, at the end of the renewal period, unless the Teamspace access is configured to automatically renew;

c. if the Teamspace Owner’s User account is suspended or terminated for any reason;

d. if the Teamspace Owner or Teamspace Student(s) act in breach of the Ocean Acceptable Use Policy (whether in relation to the Relevant Content or at all);

e. if the Content is removed from the Instructor’s account;

f. if the Teamspace Owner closes their Ocean User account.

9. Refunds: 

a. Athletes Ocean will honor a 30-day, money back guarantee for the purchase of a Teamspace by Teamspace Owner. 

b. Refunds will not be issued for additional Instructional Courses or Subscriptions that are purchased for a teamspace. Purchases of additional Content will be dictated by a separate agreement between a Teamspace Owner and an Instructor (please refer to the Standard Contract Between Member and Instructor);

c. This agreement does not affect any statutory right to receive a refund from the Instructor which a Member may have under any applicable law.

10. Obligations of Teamspace Owner and Athletes Ocean: In respect of this transaction:

a. The Teamspace Owner agrees to comply at all times with the Ocean Acceptable Use Policy and the Teamspace Terms in relation to the Relevant Content, including when accessing, viewing and interacting with it.

b. The Teamspace Owner participating in this transaction agrees to make the Teamspace Payment required to use the teamspace and to access, view or interact with the Relevant Content, and agrees not to initiate a chargeback. 

c. Athletes Ocean agrees to make the Relevant Content available to the Teamspace Owner once the Teamspace Owner has made the Teamspace Payment applicable to the Relevant Content.

d. Athletes Ocean warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Teamspace Owner in the territory in which the Teamspace Owner will be accessing the Relevant Content, and has obtained any and all permissions and consents needed to grant the license in section 6 of this agreement.

e. Athletes Ocean provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.

f. Unless there has been negligence or other breach of duty by Athletes Ocean, the access and use of a teamspace by the Teamspace Owner or Teamspace Student(s) is entirely at the Teamspace Owner and Teamspace Student(s) own risk.

11. No Guarantees: The Teamspace Owner participating in this transaction acknowledges that Athletes Ocean may add and remove Content at any time from the Ocean Platform, which may result in the removal of that Content from a Teamspace Owner’s teamspace, and that Instructors have the discretion to decide what sort of Content to make available on their account. In addition, the Teamspace Owner participating in the this transaction acknowledges that there may be circumstances where it is not possible for the Teamspace Owner and/or Teamspace Student(s) to access the teamspace or Relevant Content including:

a. if an Instructor’s account is suspended or deleted;

b. if the Teamspace Owner’s account is suspended or deleted;

c. if the availability of all or any part of Ocean site is suspended or inaccessible; or

d. if Athletes Ocean or any other Instructor is unable to create or upload Content in the future.

12. Acknowledgement of Relevant Content and Availablity of Additional Content

a. Teamspace Owner acknowledges that upon the completion of this transaction, Teamspace Owners will be provided access to specific Instructional Courses (the Relevant Content) owned and/or licensed by Athletes Ocean. 

b. Not all Instructional Courses and/or Subscription Groups will be made available to a Teamspace without an additional purchase. Instructors that have Content on the Ocean Platform may or may not opt in to allowing their content to be made available for use in a Teamspace. 

c. Any additional Content purchased by Teamspace Owner will be governed by a separate agreement that does not include Athletes Ocean as a party (see Standard Contract Between Member and Instructor).

13. Terms relating to disputes:

a. This agreement is governed by Delaware law and Delaware law will apply to any claim that arises out of or relates to this agreement. The Teamspace Owner will also be able to rely on mandatory rules of the law of the country where he or she lives.

b. Where claims can be brought:

b.i. If this agreement is with a Teamspace Owner that is a  resident in the United States, any claim under this agreement may be brought in the courts of Delaware.

b.ii. If this agreement is with a Teamspace Owner that is a resident outside of the United States any claim under this agreement must be brought in the courts of Delaware.