I. Terms of Use for All Members II. Terms of Use for Members III. Terms of Use for Instructors IV. Terms of Use for Teamspaces V. Standard Contract Between Instructors and Members VI. Agreement Between Instructors and Teamspace Coaches I. TERMS OF USE FOR ALL USERS 1. Introduction: These Terms of Use for all Users govern your use of and your agreement with us. 2. Interpretation: In the Terms of Service: a. we refer to our website as "Ocean", including when accessed via the URL app.athletesocean.com or via any web browser; b. references to "we", "our", "us" are references to Ocean Athletics, Inc., the operator of Ocean; c. "Content" means any material uploaded to Ocean by any User (whether an Instructor or Member), including any photos, videos (for example, instructional videos or courses), audio (for example music, voice recordings, and other sounds), livestream material, virtual coaching sessions, private video calls, data, text (such as comments and hashtags), documents, spreadsheets, presentations, metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever; d. "Instructor" means a User who has set up their Ocean account as an Instructor account to post Content on Ocean to be viewed by other Users and, if applicable, to market and sell certain Physical Products; e. "Member" means a User who follows an Instructor and is able to view the Instructor's Content; f. "Member Payment" means any and all payments made by a Member to an Instructor, including payments for access to an Instructor's Content, for virtual coaching sessions with the Instructor, to procure new Content from the Instructor, to subscribe to the Instructor's subscription groups, and any tips paid by a Member to the Instructor; g. "Referring User" means a User who participates in the Ocean Referral Program; h. "Standard Contract between Member and Instructor" means the terms which govern each transaction between a Member and an Instructor on Ocean; i. "Terms of Service" (also called "your agreement with us") means the legally binding agreement between you and us which consists of: (i) these Terms of Use for all Users, (ii) Terms of Use for Members, (iii) Terms of Use for Instructors, (iv) Privacy Policy, (v) Acceptable Use Policy, (vi) Referral Program Terms, (vii) Ocean Loyalty Program and (viii) Complaints Policy; j. "United States" means the United States of America; and k. "User" means any user of Ocean, whether an Instructor or a Member or both (also referred to as "you" or "your"). 3. Who we are and how to contact us: Ocean is operated by Ocean Athletics, Inc. We are an incorporated business registered in Delaware, USA, with the filing number 6393007 and our registered agent office address is at 251 Little Falls Drive, Wilmington, Delaware, USA 19808. To contact us with any questions about Ocean, please email our support team at [email protected]. 4. How we may change the Terms of Service: We may change any part of the Terms of Service without telling you beforehand in the following circumstances: a. to reflect changes in laws and regulatory requirements which apply to Ocean and the services, features and programs of Ocean where such changes require Ocean to change its terms and conditions in a manner which does not allow us to give reasonable notice to you; and b. to address an unforeseen and imminent danger related to defending Ocean, Members or Instructors from fraud, malware, spam, data breaches or other cybersecurity risks. We may also make other changes to any part of the Terms of Service, and we will give you reasonable notice of such changes by email or through Ocean, and you may contact us to end your agreement with us before the changes take effect. Once any updated Terms of Service are in effect, you will be bound by them if you continue to use Ocean. 5. We may make changes to or suspend or withdraw Ocean: We may update and change Ocean from time to time for any reason, including to reflect changes to our services, Users' needs and our business practices or to improve performance, enhance functionality or address security issues. We will try to give you reasonable notice of any major changes. We do not guarantee that Ocean, or any Content on it, will always be available or accessible without interruption. We may suspend or withdraw or restrict the availability of all or any part of Ocean for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal if it affects you. 6. Registering with Ocean: To use Ocean you must first register and create a User account on Ocean. You must provide a valid email address, a username, and a password. Your password should be unique (meaning that it is different to those you use for other websites) and must comply with the technical requirements of the Ocean site for the composition of passwords. To register as a User: a. you must be at least 13 years old to create a User or Member account or 16 years of age in countries subject to the EU General Data Protection Regulation ("GDPR"), unless exempted by individual country exceptions, to use and at least 18 years old to create an Instructor account (unless an Instructor meets the criteria outlined in Section 4(d) of the Terms of Use for Instructors), and you may be required to confirm this. If you are between the ages of 13 and the age of legal majority in your jurisdiction of residence, you may only use the Ocean under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service. b. BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE OCEAN PLATFORM AS A USER OR MEMBER, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE, THAT YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE IF YOU ARE BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM AND ARE NOT PROHIBITED FROM USING THE OCEAN PLATFORM. c. if the laws of the country or State/province where you live provide that you can only be legally bound by a contract with us at an age which is higher than 18 years old, then you must be old enough to be legally bound by a contract with us under the laws of the country or State/province where you live; and d. you must not be barred from accessing our platform under any laws which apply to you, including legislation and guidelines related to monetization or commercialization of your name, image, and likeness. If you do not meet the above requirements, you must not access or use Ocean. 7. Your representations to us: When you register with and use Ocean, you make the following representations to us: a. If you previously had an account with Ocean, you confirm that your old account was not terminated or suspended by us because you violated any of our terms or policies. b. You will make sure that all information which you submit to us is truthful, accurate and complete. c. You will update promptly any of your information you have submitted to us as and when it changes. d. You consent to receiving communications from us electronically, including by emails and messages posted to your Ocean account, and to the processing of your personal data as more fully detailed in our Privacy Policy. e. You will keep your account/login details confidential and secure, including your user details, passwords and any other piece of information that forms part of our security procedures, and you will not disclose these to anyone else. You will contact [email protected] promptly if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session, and to be particularly careful when accessing your account from a public or shared computer so that others are not able to access, view or record your password or other personal information. f. You are responsible for all activity on your account even if, contrary to the Terms of Service, someone else uses your account. g. You will comply in full with these Terms of Use for all Users, our Acceptable Use Policy and all other parts of the Terms of Service which apply to your use of Ocean. 8. Rights we have, including to suspend or terminate your account: a. We can but we are not obligated to moderate or review any of your Content to verify compliance with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law. b. It is our policy to suspend access to any Content you post on Ocean which we become aware may not comply with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law while we investigate the suspected non-compliance or unlawfulness of such Content. If we suspend access to any of your Content, you may request a review of our decision to suspend access to the relevant Content by contacting us at [email protected]. Following our investigation of the suspected non-compliance or unlawfulness of the relevant Content, we may take any action we consider appropriate, including to reinstate access to the Content or to permanently remove or disable access to the relevant Content without needing to obtain any consent from you and without giving you prior notice. You agree that you will at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information which we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of access to your Content or any other steps which we take in good faith to investigate any suspected non-compliance or unlawfulness of your Content under this section. c. If we suspend access to or delete any of your Content, we will notify you via email or electronic message to your Ocean account, but we are not obligated to give you prior notice of such removal. d. We reserve the right in our sole discretion to terminate your agreement with us and your access to Ocean for any reason by giving you 30 days' notice by email or electronic message to your Ocean account. We can also suspend access to your User account or terminate your agreement with us and your access to Ocean immediately and without prior notice: d.i. if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service (including in particular our Acceptable Use Policy), or if you attempt or threaten to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User; or d.ii. if you take any action that in our opinion has caused or is reasonably likely to cause us to suffer a loss or that otherwise harms the reputation of Ocean. If we suspend access to your User account or terminate your agreement with us and your access to Ocean we will let you know. During any period when access to your User account is suspended, any Member Payments which would otherwise have fallen due during the period of suspension will be suspended, and we may withhold all or any part of the Instructor Earnings due to you but not yet paid out in accordance with section 13 of the Terms of Use for Instructors. e. Upon termination of your account, we may deal with your Content in any appropriate manner in accordance with our Privacy Policy (including by deleting it) and you will no longer be entitled to access your Content. There is no technical facility on Ocean for you to be able to access your Content following termination of your account. f. We can investigate any suspected or alleged misuse, abuse, or unlawful use of Ocean and cooperate with law enforcement agencies in such investigation. g. We can disclose any information or records in our possession or control about your use of Ocean to law enforcement agencies in connection with any law enforcement investigation of any suspected or alleged illegal activity, or in response to a court order. h. We can change the third-party payment providers that we use and if we do so, we will notify you and store applicable details on your Ocean account. i. Other than Content (which is owned by or licensed to Instructors), all rights in and to Ocean and its entire contents, features, databases, source code and functionality, are owned by us and/or our licensors. Such material is protected by copyright, and may be protected by trademark, trade secret, and other intellectual property laws. j. We are the sole and exclusive owners of any and all anonymized data relating to your use of Ocean and such anonymized data can be used by us for any purpose, including for commercial, development and research purposes. 9. What we are not responsible for: We will use reasonable care and skill in providing Ocean to you, but there are certain things which we are not responsible for, as follows: a. We do not authorize or approve Content on Ocean, and views expressed by Instructors or Members on Ocean do not necessarily represent our views. b. We do not grant you any rights in relation to Content. Any such rights may only be granted to you by Instructors. c. Your Content may be viewed by individuals that recognize your identity. We will not in any way be responsible to you if you are identified from your Content. While we may, from time to time and in our sole discretion, offer certain geofencing or geolocation technology on Ocean, you understand and agree that we do not guarantee the accuracy or effectiveness of such technology, and you will have no claim against us arising from your use of or reliance upon any geofencing or geolocation technology on Ocean. d. All Content is created, selected and provided by Users and not by us. We are not responsible for reviewing or moderating Content, and we do not select or modify the Content that is stored or transmitted via Ocean. We are under no obligation to monitor Content or to detect breaches of the Terms of Service (including the Acceptable Use Policy). e. You agree that you have no obligation to follow any suggestions, comments, reviews or instructions received from another User of Ocean and that if you choose to do so, you do so entirely at your own risk. f. We make no promises or guarantees of any kind that Instructors or Referring Users will make a particular sum of money (or any money) from their use of Ocean (including the Ocean Referral Program). g. The materials which we make accessible on Ocean for Users are for general information only. We make no promises or guarantees about the accuracy or otherwise of such materials, or that Users will achieve any particular result or outcome from using such materials. h. We do not promise that Ocean is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access Ocean. You should use your own virus protection software. i. We are not responsible for the availability of the internet, or any errors in your connections, device or other equipment, or software that may occur in relation to your use of Ocean. j. While we try to make sure that Ocean is secure and free from bugs and viruses, we cannot promise that it will be and have no control over the Content that is supplied by Instructors. k. We are not responsible for any lost, stolen, or compromised User accounts, passwords, email accounts, or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds. l. You acknowledge that once your Content is posted on Ocean, we cannot control and will not be responsible to you for the use which other Users or third parties make of such Content. You can delete your account at any time, but you acknowledge that deleting your account will not of itself prevent the circulation of any of your Content which may have been recorded by other Users in breach of the Terms of Service or by third parties prior to the deletion of your account. 10. Intellectual property rights – ownership and licenses: a. You confirm that you own all intellectual property rights in your Content or that you have obtained all necessary rights to your Content which are required to grant licenses in respect of your Content to us and to other Users. This includes any rights required to engage in the acts covered by sub-section 10(b) below in any territory in which Ocean is accessible and, in particular, in the United States of America, the United Kingdom and the European Union. b. You agree to grant us a license under all your Content to perform any act restricted by any intellectual property right (including copyright) in such Content, for any purpose reasonably related to the provision and operation of Ocean. Such acts include to reproduce, make available and communicate to the public, display, perform, distribute, translate, and create adaptations or derivative works of your Content, and otherwise deal in your Content. c. The license which you grant to us under sub-section 10(b) above is perpetual, non-exclusive, worldwide, royalty-free, sublicensable, assignable and transferable by us. This means that the license will continue even after your agreement with us ends and you stop using Ocean, that we do not have to pay you for the license, and that we can grant a sub-license of your Content to someone else or assign or transfer the license to someone else. This license will allow us, for example, to add stickers, text, and watermarks to your Content, to make your Content available to other Users of Ocean, as well as to use your Content for other normal operations of Ocean. We will never sell your Content to other platforms, though we may sell or transfer any license you grant to us in the Terms of Service in the event of a sale of our company or its assets to a third party. d. While we do not own your Content, you grant us the limited right to submit notifications of infringement (including of copyright or trademark) on your behalf to any third-party website or service that hosts or is otherwise dealing in infringing copies of your Content without your permission. Although we are not under any obligation to do so, we may at any time submit or withdraw any such notification to any third-party website or service where we consider it appropriate to do so. However, we do not and are under no obligation to police infringements of your Content. You agree that if we request, you will provide us with all consents and other information which we reasonably need to submit notifications of infringement on your behalf. Please see our Complaints Policy for how to make a complaint about infringement of intellectual property rights. e. You waive any moral rights which you may have under any applicable law to object to derogatory treatment of any Content posted by you on Ocean. This waiver does not affect in any way your ownership of any intellectual property rights in your Content or the rights which you have to prevent your Content from being copied without your permission. The waiver is intended to allow us when dealing with your Content (as permitted by the license which you give us in section 10(b) above) to add watermarks, stickers or text to your Content. 11. Linking to and from Ocean: a. Links to Ocean: a.i. You may link to the Ocean homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. a.ii. If you are an Instructor, when promoting your Instructor account you must comply with our Terms of Service and the terms of service of any other website where you place a link to or otherwise promote your Instructor account. When promoting your Instructor account, you must not impersonate Ocean or give the impression that your Instructor account is being promoted by us if this is not the case. You must not promote your Ocean account by using Google Ads or any similar advertising platform or search engine advertising service. b. Links from Ocean: If Ocean contains links to other sites and resources provided by third parties, these links are provided for your convenience only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to Ocean, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. 12. How do I delete my account? If you want to delete your Ocean account then you may do so in the 'Account' section of your Ocean account (accessed under your profile name). a. If you are a Member, the deletion of your account will take place within a reasonable time following your request. b. If you are an Instructor, then once you initiate the "delete account" process your account will remain open until the last day of your Members' paid subscription period, following which you will receive your final payment and your account will be deleted. c. If you are both a Member and an Instructor then your account will be deleted in two stages (Member first and then Instructor). d. Once your account has been deleted you won't be charged any further amounts or have access to your former Ocean account or its Content, and any subscriptions will be deleted and cannot be subsequently renewed. You will receive an email confirmation upon the successful deletion of your account. Once your account has been deleted, we may deal with your Content in any appropriate manner in accordance with our Privacy Policy (including by deleting it) and you will no longer be entitled to access your Content. There is no technical facility on Ocean for you to be able to access your Content following termination of your account. 13. Warranties, Disclaimers and Limitations of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF OCEAN IS AT YOUR SOLE RISK. THE OCEAN WEBSITES AND THE ASSOCIATED MATERIALS AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, COMPANY, ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE "COMPANY PARTIES"), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES MAKE NO WARRANTY THAT: a. THE COMPANY SERVICE WILL MEET YOUR REQUIREMENTS; b. THE COMPANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; c. INFORMATION THAT MAY BE OBTAINED VIA THE OCEAN WEBSITE WILL BE ACCURATE OR RELIABLE; d. THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE OCEAN WEBSITE WILL MEET YOUR EXPECTATIONS OR NEEDS; AND e. ANY ERRORS IN THE COMPANY SERVICE WILL BE CORRECTED. THE COMPANY PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE COMPANY SERVICE, INCLUDING ANY LIABILITY: e.i. AS A PUBLISHER OF INFORMATION; e.ii. FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY 'BUG' OF THE COMPANY SERVICE; e.iii. FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; e.iv. FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE COMPANY SERVICE; e.v. FOR ANY DISPUTES BETWEEN USERS OF OCEAN OR BETWEEN A USER OF OCEAN AND A THIRD PARTY; OR e.vi. FOR ANY OTHER MATTER RELATING TO OCEAN OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE COMPANY PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OCEAN AND YOU. THE CONTENT, PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE OCEAN WEBSITES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE COMPANY PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE OCEAN'S COMMISSION FEE SPLIT OF THE MEMBER PAYMENTS PAID BY YOU DIRECTLY TO INSTRUCTORS VIA THE OCEAN WEBSITES FOR SERVICES PROVIDED SOLELY AND DIRECTLY BY OCEAN TO YOU IN THE SIX MONTHS PRIOR TO SUCH CAUSE OR CLAIM. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM YOU MAY BRING MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR IT WILL BE PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor. YOUR USE OF THE CONTENT EITHER ORDERED BY YOU FROM THIS SITE OR CONSUMED ON THIS SITE OR OTHER SITES IS AT YOUR SOLE RISK. CONTENT IS FOR INSTRUCTIONAL PURPOSES ONLY. ALL ATHLETIC ENDEAVORS, MARTIAL ARTS AND SELF-DEFENSE TECHNIQUES CARRY INHERENT RISK. OCEAN IS NOT LIABLE OR RESPONSIBLE FOR ANY INJURY TO YOU, ANY OTHER PERSON OR ANY PROPERTY. FURTHER, YOU AGREE TO RELEASE THE OCEAN FROM ANY AND ALL CLAIMS AND LIABILITY RELATED TO YOUR USE OF ANY CONTENT. 14. Indemnification: You agree to indemnify, defend and hold harmless the Company Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys' fees), resulting or arising from or relating to your use of Ocean, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through Ocean, your breach of these Terms of Service, your infringement or violation of any rights of another, or termination of your access to Ocean. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us. 15. General: You agree that: a. If any aspect of your agreement with us is unenforceable, the rest will remain in effect. b. If we fail to enforce any aspect of your agreement with us, it will not be a waiver; c. We reserve all rights not expressly granted to you. d. No implied licenses or other rights are granted to you in relation to any part of Ocean, save as expressly set out in the Terms of Service. e. Your agreement with us does not give rights to any third parties, except that the exclusions and limitations of liability in the section 14 may be enforced by our subsidiary companies, employees, owners, representatives and agents. f. You cannot transfer your rights or obligations under your agreement with us without our prior written consent. g. Our rights and obligations under your agreement with us can be assigned or transferred by us to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law. In addition, we may choose to delegate performance of any of our obligations under your agreement with us to any third party, but we will remain responsible to you for the performance of such obligations. h. The Terms of Service form the entire agreement between us and you regarding your access to and use of Ocean, and supersede any and all prior oral or written understandings or agreements between us and you. 16. Choice of Law and Venue – the law which applies to your agreement with us and where disputes and claims concerning Ocean (including those arising from or relating to your agreement with us) can be brought: a. For consumers (Members): a.i. Consumers – Law: a.i.1. If you are a consumer, your agreement with us is governed by Delaware law and Delaware law will apply to any claim you have against us or we have against you that arises out of or in connection with your agreement with us (including non-contractual disputes or claims). This applies without regard to conflict of law provisions. a.ii. Consumers – where claims must be brought: a.ii.1. If you are a consumer resident in the United States, any claim arising out of or in connection with your agreement with us (whether by you against us or us against you, and including non-contractual disputes or claims) may be brought in the courts of State of Delaware, USA. a.ii.2. If you are a consumer resident outside of the United States, any claim arising out of or in connection with your agreement with us (whether by you against us or us against you, and including non-contractual disputes or claims) must be brought in the courts of the State of Delaware, USA. b. For business Users (Instructors and Referring Users): b.i. Business Users – Law: b.i.1. If you are a business User, your agreement with us, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by Delaware law, without regard to conflict of law provisions. b.ii. Business Users – where claims must be brought: b.ii.2. If you are a business User, you and Ocean agree that the courts of the State of Delaware shall have exclusive jurisdiction to resolve any dispute or claim (including non-contractual disputes or claims) which you have against us or we have against you arising out of or in connection with your agreement with us or its subject matter or formation. 17. Other terms which form part of your agreement with us: These Terms of Use for all Users govern your agreement with us. Certain other terms or policies forming part of the Terms of Service will also apply to you and form part of your agreement with us, as follows: a. Terms of Use for Members – which contain additional terms which apply if you use Ocean as a Member; b. Terms of Use for Instructors – which contain additional terms which apply if you use Ocean as an Instructor; c. Privacy Policy – which applies to all Users and tells you how we use your personal data and other information we collect about you; d. Acceptable Use Policy which applies to all Users and tells you what you can and can't do on Ocean; e. Ocean Referral Program Terms – which outline the terms that apply if you participate in the Ocean Referral Program; f. Complaints Policy – which sets out the procedure for making a complaint about any aspect of Ocean, and how we will deal with that complaint; and g. Ocean Loyalty Program Terms – which outlines the terms if you participate in the Ocean Instructor Loyalty Program. If there is any conflict between these Terms of Use for all Users and any of the terms or policies listed at section 17(a) to (g) above, the Terms of Use for all Users will apply to the extent of the conflict. II. Terms of Service for Members BY USING OUR WEBSITE AS A MEMBERS YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY 1. Introduction: These Terms of Use for Members are additional terms which apply if you use Ocean as a Member (also referred to as "you" and "your" in these Terms of Use for Members). These Terms of Use for Members form part of your agreement with us. 2. Interpretation: In these Terms of Use for Members, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition: a. "Subscription" means a Member's monthly subscription to a Instructor's Subscription Group; b. "VAT" means value added tax and any other tax imposed in addition to or in substitution for it at the rate from time to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost or levy in any other jurisdiction; and c. "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 United States or any other jurisdiction. 3. Other terms which will apply to your use of Ocean: The following terms will also apply to your use of Ocean and you agree to them: a. Our Terms of Use for all Users; b. Our Privacy Policy – which tells you how we use your personal data and other information we collect about you; c. Our Acceptable Use Policy – which tells you what you can and can't do on Ocean; d. Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of Ocean, and how we will deal with that complaint; and e. The Standard Contract between Member and Instructor – which does not form part of your agreement with us, but applies to each transaction you enter into with any Instructor and sets out the terms on which you will contract with Instructors. 4. Other terms which may apply to your use of Ocean: The following additional terms may apply to your use of Ocean: a. If you are also an Instructor, the Terms of Use for Instructors will apply to your use of Ocean as an Instructor; 5. Your commitments to us: In addition to the Terms for All Users, you warrant (which means you make a legally enforceable promise) that: a. you are at least 13 years old; b. If you are between the ages of 13 and the age of legal majority in your jurisdiction of residence, you may only use the Ocean under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service. c. if the laws of the country or State/province where you live provide that you can only be legally bound by a contract with us at an age which is higher than 18 years old, then you are old enough to be legally bound by a contract with us under the laws of the country or State/province where you live; and d. you are not be barred from accessing Ocean under any laws which apply to you. 6. Content – general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as a Member on Ocean: a. You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on Ocean:You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on Ocean:a.i. the Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy); a.ii. you either own your Content (and all intellectual property rights in it) or have a valid license to your Content; and a.iii. if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on Ocean. b. You agree that you will be liable to us and indemnify us if any of the warranties at section 6(a) is untrue. This means you will be responsible for any loss or damage we suffer as a result of any warranty being untrue. c. We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of Ocean. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise. 7. Purchases and Subscriptions by Members: This section describes the terms which apply to transactions and interactions between Members and Instructors: a. All transactions and interactions facilitated by Ocean are contracts between Members and Instructors on the terms of the Standard Contract between Member and Instructor. Although we facilitate transactions and interactions between Members and Instructors by providing the Ocean platform, storing Content, and acting as a payment intermediary, we are not a party to the Standard Contract between Member and Instructor or any other contract which may exist between a Member and Instructor, and are not responsible for any transactions or interactions between Members and Instructors. b. Instructors are solely responsible for determining (within the parameters for pricing on Ocean, if any) the pricing applicable to transactions and interactions and the Content to which you may be given access. All prices appear in USD only. c. Member Payments are exclusive of any fees, Taxes and VAT, which shall be added at the current rate as applicable to Member Payments. d. To view an Instructor's Subscription Group Content you must first click the 'Subscribe' button on the relevant Instructor's profile or the groups page and then add a payment card. e. To purchase instructional course Content, you must first add the product to your store cart and follow the checkout procedures. You will need to add your payment card and other information before finalizing the transaction. f. To book a private video call/coaching session, you must schedule a time and duration with the Instructor and the and then add a payment card before finalizing the transaction. g. You authorize us to supply your payment card details to a third-party payment provider for the purpose of processing your Member Payment. All Member Payments will be charged in USD. Your payment card provider may charge you currency conversion fees. We do not have control over currency exchange rates or charges imposed by your payment card provider or bank and we are not responsible for paying any charges or fees imposed by your payment card provider or bank. h. If you choose to provide details of two or more payment cards, then if you try to make a Member Payment from the first card and the card is rejected for any reason, then the other payment card will be used to collect the full Member Payment. i. The payment provider will take (i) monthly payments from your payment card for Member Payments which are Subscriptions; and (ii) immediate payments from your payment card for ad hoc Member Payments such as booking a private lesson on an Instructor's account, purchasing an Instructors recorded instructional course series, or, if applicable, purchasing any Physical Products from the Instructor. You authorize and consent to each of these payments being debited using your supplied payment card details. j. Apart from free-trial Subscriptions, all Subscriptions to an Instructor's profile will automatically renew at the end of the monthly subscription period, except if your payment card was declined or the subscription price has increased. This means that if you want to stop subscribing to an Instructor's profile and paying continuing monthly subscription charges, you will need to leave the Subscription Group by clicking 'leave group' on the group page and then cancelling your Subscription on the 'manage my subscriptions' page. k. If you cancel a Subscription you will continue to be permitted to view the relevant Instructor's Content until the end of the subscription period in which you cancelled, after which no further payments will be taken from your payment card in respect of subscriptions to that Instructor's profile, and you will no longer be able to view the relevant Instructor's Content within the private group. l. Generally, the policy of Ocean is 'no refunds'. Please review the Standard Contract Between Member and Instructor for more details. m. You agree that you will not make unjustified requests for a refund from any Instructor which you follow, or unjustified chargeback requests of your payment card provider in relation to any transaction between you and an Instructor. If we consider that any request for a refund or chargeback request was made by you in bad faith, we have the right to suspend or delete your User account. n. We reserve the right to impose additional transaction fee based on transactions associated with the Ocean platform, including a transaction fee applied to purchases or transactions with third parties. Such transaction fees will be disclosed to you prior to or during the consummation of the relevant transaction. o. There are separate Terms that apply to purchasing content for a Teamspace (Terms of Use for Teamspaces & Agreement Between Athletes Ocean and Teamspace Owner) 8. Suspension of your User account: If we suspend your User account in accordance with our rights under the Terms of Service, then any Member Payments which would otherwise have fallen due during the period of suspension of your User account will be suspended during the period of the suspension of your User account. III. TERMS OF USE FOR INSTRUCTORS BY USING OUR WEBSITE AS AN INSTRUCTOR, ORGANIZATION OR SUBMITTING THE 'INSTRUCTOR APPLICATION FORM' YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY 1. Introduction: These Terms of Use for Instructors are additional terms which apply if you use Ocean as an Instructor (also referred to as "you" and "your" in these Terms of Use for Instructors). These Terms of Use for Instructors form part of your agreement with us. 2. Interpretation: In these Terms of Use for Instructors, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition: a. "Virtual Private Lesson" means a scheduling and live video call system that allows Members to book virtual, private sessions with you and is located under the 'bookings' tab on the left-side menu of the Ocean website. b. "Instructional Courses" means video recorded courses and are located under the 'instructionals' tab on your Profile page; c. "Person with Majority Control" means any individual who meets one or both of the following conditions in relation to a corporate entity: c.i. the individual holds, directly or indirectly, more than 50% of the shares in the corporate entity; c.ii. the individual holds, directly or indirectly, more than 50% of the voting rights in the corporate entity; d. "Subscription Group" means a private group, with or without a subscription fee, that Members must request access to join and are found under the 'subscription groups' tab on your profile page; and e. "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 any other jurisdiction. f. "Net Revenue" means the remainder of a Member Payment after certain fees and, if applicable, Advertisement Credits, are deducted and before the Ocean Share is deducted. 3. Other terms which will apply to your use of Ocean: The following terms will also apply to your use of Ocean and you agree to them: a. Our Terms of Use for all Users; b. Our Privacy Policy – which tells you how we use your personal data and other information we collect about you; c. Our Acceptable Use Policy – which tells you what you can and can't do on Ocean; and d. The Standard Contract between Member and Instructor – which does not form part of your agreement with us, but sets out the agreement between you and your Members for each transaction between you and them. 4. Other terms which may apply to your use of Ocean: The following terms may apply to your use of Ocean and you agree to them: a. If you are also a Member, the Terms of Use for Members will also apply to your use of Ocean as a Member; b. The Ocean Referral Program Terms which outline the terms that apply if you participate in the Ocean Referral Program; c. The Ocean Instructor Loyalty Program Terms – which outlines the terms if you are eligible to participate in the Ocean Instructor Loyalty Program; and d. You must be at least 18 years old at the time of the creation of your Instructor account, unless the parent or guardian of an Instructor under the age of 18 provide(s) a consent and acknowledgment to be bound by these Terms. 5. Member Payments; Fees; Revenue Shares: a. Member Payments Generally. A Member Payment represents the total amount of money a Member pays to access your Content, less certain taxes and surcharge fees borne by Ocean and the Member during the checkout process. b. Net Revenue; Ocean Share; Instructor Earnings. b.i. Ocean Share; Instructor Earnings. We charge a fee on the Net Revenue ("Ocean Share"). The remainder of the Net Revenue is payable to you (called "Instructor Earnings"). The Ocean Share includes our costs of providing, maintaining and operating Ocean, filming and editing support, and storing your Content. There may also be Tax, transactional or processing fees associated with Section 13 below. The Ocean Share varies depending on the type of Content associated with the Member Payment: b.i.1. The Ocean Share on Net Revenue for Instructional Courses is forty percent (40%) and the remaining sixty percent (60%) are the Instructor Earnings. b.i.2. The Ocean Share on Net Revenue for Subscription Groups is twenty-five percent (25%) and the remaining seventy five percent (75%) are the Instructor Earnings; b.i.3. The Ocean Share on Net Revenue for Virtual Private Lesson is twenty percent (20%) and the remaining eighty percent (80%) are the Instructor Earnings; The Ocean Share is deducted from the Net Revenue, and Instructor Earnings are paid to you in the way described in section 15 (Payouts to Instructors) below. 6. Advertising. a. Paid Advertisements: Ocean may use paid advertisements (ex. Google Ads, Instragram Ads, etc.) to promote your Instructional Courses. If Ocean pays to advertise your Instructional Courses, any amount we pay will be deducted from your Instructor Earnings and will be used to reimburse us as outlined in section 6(b) below. b. Advertising Credit: Ocean reserves the right to deduct a fixed amount of money from future Member Payments of your Instructional Course(s) for advertisements that are paid in advance by Ocean to directly promote your Instructional Course(s) ("Advertising Credit"). The Advertising Credit will be applied to all future Member Payments of the Instructional Course(s) until Ocean is made whole. Once the Advertisement Credit is repaid, the Member Payment will be divided as described in section 5(b) above. You may opt-out of the Advertising Credit by contacting us at [email protected] or by contacting the customer support team. 7. Discounts and Promotions for Instructional Courses: Ocean reserves the right to apply discounts and promotions on your Instructional Course(s) in our discretion. Any Instructional Course associated with a Member Payment will be subject to the same fees and, if applicable, Advertising Credit, as described in sections 5 and 6 above. If you do not want Ocean to apply discounts or promotions to your Instructional Course(s), you may opt-out by contacting us at [email protected] or by contacting the customer support team. 8. How to set up your account as an Instructor account: To set up your account as an Instructor account: a. You will need to provide or upload a photo or copy of a valid form of ID and at least one clear and legible photo of yourself holding a government issues ID. b. You will need on your User account page to add bank account details of your own bank account or the bank account of a corporate entity in which you are a Person with Majority Control. c. You may also need to submit additional information if you live outside of the United States. d. We may ask you for additional age or identity verification information at any time. We may reject your application to set up an Instructor account for any reason. e. Once you have set up your account as an Instructor account, then if you want to create a Subscription Group and charge Members a monthly subscription fee you will need to set your subscription price for your Members. f. You will then be able to start adding Content and Users will be able to subscribe to your account to become your Members. g. If you lose access to your account, you can reset your password, but you will need to know the email address used to set up the account to do so. If you do not recall the email address used to set up the account, we may require you to provide identification documents and photos and any additional evidence we may reasonably require to prove your identity. 9. Agencies cannot be Instructors: Every Instructor is the owner of their own account and must have access to their account at all times. If you have an agent or agency which assists you with the operation of your Instructor account (or operates it on your behalf), this does not affect your personal legal responsibility. Our relationship is with you, and not your agent or agency, and you will be legally responsible for ensuring that all Content posted and all use of your account complies with the Terms of Service. 10. Organizations as Instructors: When you register with and use Ocean, you make the following representations to us: An association, gym, club, regional training center, or other organization (each, an "Organization") may apply to register for an Instructor account. By applying to register as an Instructor, the Organization represents and warrants for itself that the Organization is responsible for complying with all applicable laws and regulations relating to an Instructor's participation on the website under these Terms and will fully indemnify Ocean for any failure to do so. 11. Instructors who use corporate entities: If you set up a corporate entity to receive your Instructor Earnings, you may be required to provide evidence to us on request that you are the Person with Majority Control of that corporate entity. We will only pay your Instructor Earnings into a bank account not held in your name where the bank account is held in the name of the corporate entity and you are the Person with Majority Control of that corporate entity. You agree that if you use a corporate entity to receive Instructor Earnings you will comply with all laws (including Tax laws) which are applicable to corporate entities in the place where the corporate entity is established. 12. Subscriptions and Purchases by Members: This section describes the terms which apply to transactions and interactions between Members and Instructors: a. All transactions and interactions facilitated by Ocean are contracts between Members and Instructors on the terms of the Standard Contract between Member and Instructor. Although we facilitate transactions and interactions between Members and Instructors by providing the Ocean platform, storing Content, and acting as a payment intermediary, we are not a party to the Standard Contract between Member and Instructor or any other contract which may exist between a Member and Instructor, and are not responsible for any transactions or interactions between Members and Instructors. b. Member Payments are exclusive of transaction fees, Taxes, and VAT (where applicable), which shall be added at the current rate as applicable to Member Payments. c. When a Member has made the required payment for access to your Content, for the provision of customized Content or for use of the Member interaction function on your account, you must allow the Member to view the Content paid for and/or provide the Content (as applicable). You agree that you will indemnify us for any breach by you of this obligation (which means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of you failing to comply with this obligation). 13. Content – general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as an Instructor on Ocean: a. Your Content is not confidential, and you authorize your Members to access and view your Content on Ocean for their own lawful and personal use, and in accordance with any licenses that you grant to your Members. b. You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you, post, display, upload or publish on Ocean: b.i. the Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy); b.ii. you hold all rights necessary to license and deal in your Content on Ocean, including in each territory where you have Members; b.iii. you either own your Content (and all intellectual property rights in it) or have a valid license to offer and supply your Content to your Members; b.iv. if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on Ocean; and b.v. the Content is: b.v.1. of satisfactory quality, taking account of any description of the Content, the price, and all other relevant circumstances including any statement or representation which you make about the nature of the Content on your account or in any advertising; b.v.2. reasonably suitable for any purpose which the Member has made known to you is the purpose for which the Member is using the Content; and b.v.3. as described by you. c. You agree that you will be liable to us and indemnify us if any of the warranties at section 11(b) is untrue. This means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of any of the warranties being untrue. d. We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of Ocean. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise. e. You also agree to act as custodian of records for the Content that you upload to Ocean. 14. Co-authored Content: a. If you upload Content to your Instructor account which shows anyone else other than or in addition to you (even if that person cannot be identified from the Content) ("Co-Authored Content"), you warrant (which means you make a legally enforceable promise) that each individual shown in any Co-Authored Content uploaded to your account: a.i. has given his or her express, prior and fully informed consent to his or her appearance in the Co-Authored Content; and a.ii. has consented to the Co-Authored Content in which he or she appears being posted on Ocean. b. If any Co-Authored Content is a work of joint authorship, you are solely responsible for obtaining any required licenses or consents from any other joint authors of the Content which are sufficient to permit such Content to be uploaded to and made available on Ocean. c. If you create Co-Authored content with an individual with an Ocean Instructor Profile, you agree that we will only pay out Instructor Earnings to the account of the Instructor to which the Co-Authored Content is uploaded. The Instructor who uploaded the Co-Authored Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Content between the Instructors shown in such Co-Authored Content. Any such revenue-sharing agreement shall be an independent, private agreement between Instructors, and we are not responsible for providing or enforcing any such agreements. You understand and agree that you are not entitled to any Instructor Earnings earned on any Co-Authored Content in which you appear but which is posted on another Instructor's account. If you post Co-Authored Content on your account, we may require you to provide valid and complete legal information for all individuals which appear in the Co-Authored Content. If you fail to provide any information requested by us upon our request, we may delete the Co-Authored Content, restrict your rights and permissions to post as an Instructor, terminate your account, and/or withhold all or any portion of Instructor Earnings earned but not yet paid out to you. d. You agree to release us from and not to make any claims against us arising from Co-Authored Content. You agree that all claims arising from Co-Authored Content shall be made against the Instructor(s) who posted Co-Authored Content or appeared in the Co-Authored Content (as applicable). 15. Payouts to Instructors: a. All Member Payments will be received by a third-party payment provider approved by Ocean. b. Ocean uses Stripe to process all Member Payments, we will ensure that Stripe, acting as our payment provider, will collect the Member Payment and: b.i. withdraw the funds associated with the Advertising Credit, if applicable; b.ii. pay the Ocean Share on the Net Revenue to an account held in our name; and b.iii. pay the Instructor Earnings to your bank account or the bank account of a corporate entity in which you are a Person with Majority Control (see section 11 above). c. In certain cases, Ocean may receive the entire Member Payment in full and distribute the Instructor Earnings to you, either by direct deposit or via paper check. In this case Ocean will provide you a report outlining the Member Payments, the Ocean Fees, the Instructor Earnings, and any other fees or charges associated. d. Where applicable, the amount that you see in your 'current balance' in your Ocean account is your Instructor Earnings at the relevant time. All Member Payments and Instructor Earnings are transacted in USD only. The Member Payments and Instructor Earnings figures will be reflected in your local currency, at an exchange rate controlled by Stripe. Your bank may charge you currency conversion or transfer fees to receive the money. Additionally, your e-wallet company may charge you a fee for accessing the money. We do not have control over currency exchange rates or charges imposed by your bank or your e-wallet company, and we are not responsible for paying any charges or fees imposed by your bank or your e-wallet company. e. If a Member successfully seeks a refund or chargeback from their credit card provider in respect of a Member Payment, we may investigate and may decide to deduct from your account or, for future Instructor Earnings, withhold, an amount equal to the Instructor Earnings earned by you on the charged-back or refunded amount. f. We do not store any data disclosed by you when you register your information with a third-party payment provider. 16. Circumstances in which we may withhold Instructor Earnings: a. We may withhold all or any part of the Instructor Earnings due to you but not yet paid out: a.i. if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service; a.ii. if you attempt or threaten to breach any part of the Terms of Service in a way which we think has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or a.iii. if we suspect that all or any part of the Instructor Earnings result from unlawful activity, either by you or by the Member who made the Member Payment resulting in the Instructor Earnings, b. for as long as is necessary to investigate the actual, threatened or suspected breach by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms of Service; (ii) you have attempted or threatened to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) the Instructor Earnings result from unlawful activity, we may notify you that you have forfeited your Instructor Earnings. c. We shall not have any responsibility to you if we withhold or forfeit any of your Instructor Earnings where we have a right to do so under these Terms of Use for Instructors. d. If we are withholding all or any part of the Instructor Earnings due to you and we determine that part of the Instructor Earnings withheld by us is unrelated to breaches by you of the Terms of Service or suspected unlawful activity, then we may pay to you the part of the Instructor Earnings which we determine to be unrelated to breaches by you of the Terms of Service or suspected unlawful activity. However, you agree that if we consider that your breach(es) of the Terms of Service has or may cause us loss, we may withhold all Instructor Earnings due to you but not yet paid and we may set off such amounts against any losses suffered by us. e. If once we have finished our investigation we determine that Instructor Earnings are forfeited, we will use our best efforts to return any Member Payments which resulted in forfeited Instructor Earnings to the relevant Members who paid such Member Payments. 17. Promoting Tax compliance and VAT: a. General: a.i. We recommend that all Instructors seek professional advice to ensure you are compliant with your local Tax and VAT rules, based on your individual circumstances. a.ii. By using Ocean as an Instructor, you warrant (which means you make a legally enforceable promise) that you have reported and will report in the future the receipt of all payments made to you in connection with your use of Ocean to the relevant Tax authority in your jurisdiction, as required by law. a.iii. By using Ocean as an Instructor you warrant (which means you make a legally enforceable promise) that you will at all times comply with all laws and regulations relating to Tax which apply to you. If, at any point while you have an Ocean account, any Tax non-compliance occurs in relation to you (including a failure by you to report earnings or the imposition on you of any penalty or interest relating to Tax) or if any litigation, enquiry, or investigation is commenced against you that is in connection with, or which may lead to, any occurrence of Tax non-compliance, you agree that you will: a.iii.1. notify us by email to [email protected] in writing within 7 days of the occurrence of the Tax non-compliance or the commencement of the litigation, enquiry or investigation (as applicable); and a.iii.2. promptly provide us by email to [email protected] with: a.iii.2.a. details of the steps which you are taking to address the occurrence of the Tax non-compliance and to prevent the same from happening again, together with any mitigating factors that you consider relevant; and a.iii.2.b. such other information in relation to the occurrence of the Tax non-compliance as we may reasonably require. a.iv. For the avoidance of doubt, you are responsible for your own Tax affairs and Ocean is not responsible or liable for any non-payment of Tax by Instructors. a.v. We reserve the right to close your Ocean account if we are notified of or become aware of any Tax non-compliance by you. IV. TERMS OF USE FOR TEAMSPACES BY ACCESSING OR USING THE "TEAMSPACES" FEATURE, YOU AGREE TO ABIDE BY THESE TERMS – PLEASE READ THEM CAREFULLY. Introduction: 1.1. These Terms of Use for "Teamspaces" ("Teamspaces Terms") are additional terms that apply if you use the "Teamspaces" feature on Athletes Ocean (also referred to as "you" and "your" in these Teamspaces Terms). These Teamspaces Terms form part of your agreement with us. 1.2. In these Teamspaces Terms, defined terms have the same meanings given to them in the overarching Terms of Service for Athletes Ocean. Eligibility and COPPA Compliance: 2.1. To own and manage a "Teamspaces," a coach must be at least 18 years old or have obtained verifiable parental consent if under 18. 2.2. Athletes Ocean adheres to COPPA, and individuals under 13 years old are strictly prohibited from using the Feature. For any User under the age of 13 years old, the owner of the Teamspace is required to obtain parental consent. Creation and Management of Teamspaces: 3.1. "Teamspaces" means the collaborative feature on Athletes Ocean where coaches can create and manage learning spaces for their athletes. 3.2. Coaches are responsible for ensuring athletes granted access to "Teamspaces" meet the age eligibility criteria. Video Content Uploads: 4.1. Coaches may upload instructional video content to "Teamspaces" for athletes' consumption. 4.1.1. Coaches are solely responsible for all content, including videos, photographs , documents, text, gifs, emojis, or any other form of media, that is uploaded to their teamspace. 4.2. "Instructional Video Content" means video content created by Athletes Ocean or purchased by coaches for their "Teamspaces." 4.3. The Content uploaded to "Teamspaces" must comply with the Terms of Service and Acceptable Use Policy. Access to Google Calendar and Social Features: 5.1. Coaches within "Teamspaces" will have access to a Google calendar and various social features. 5.2. The use of these features is subject to the Terms of Service and Privacy Policy. Limitation of COPPA Exposure: 6.1. Athletes Ocean takes measures to limit exposure to COPPA concerns within "Teamspaces" by ensuring age verification and obtaining parental consent where necessary. 6.2. Coaches are required to verify the age eligibility of athletes and obtain parental consent where applicable. Modifications and Termination: 7.1. Athletes Ocean reserves the right to modify or terminate the "Teamspaces" feature or these Teamspaces Terms at any time. 7.2. Coaches will be notified of any changes to these Teamspaces Terms. Contact: 8.1. For inquiries or concerns about "Teamspaces," contact us at [email protected] (mailto:[email protected]) V. STANDARD CONTRACT BETWEEN MEMBER AND INSTRUCTOR BY PROCEEDING WITH PURCHASING THIS INSTRUCTOR'S CONTENT, YOU AGREE TO THESE TERMS: 1. Introduction: These Terms of Use for all UsThis Standard Contract between Member and Instructor ("this agreement") sets out the terms which govern each transaction between a Member and an Instructor on Ocean 2. When does this agreement apply?: Each time a Member/Instructor Transaction is initiated on Ocean, this Standard Contract between Member and Instructor will apply to the exclusion of any other terms which the Member or Instructor may propose, and this Standard Contract between Member and Instructor will legally bind the Member and Instructor participating in the Member/Instructor Transaction. 3. Parties: The only parties to this agreement are the Member and Instructor participating in the Member/Instructor Transaction. Neither Ocean Athletics, Inc. nor any of its subsidiary companies is a party to this agreement and neither Ocean Athletics, Inc. nor any of its subsidiary companies grants any rights in respect of, nor participates in, any Member/Instructor Transaction, except that Ocean Athletics, Inc. or any of its subsidiary companies or designated third parties may act as a payment intermediary in accordance with the Instructor's and Member's instructions set out in section 5 of this agreement. 4. Interpretation: In this agreement, defined terms have the following meanings: a. "Ocean" means the website accessed via the URL app.athletesocean.com 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 an Instructor and is able to view the Instructor's Content; d. "Virtual Private Lessons" means a scheduling and live video call system that allows Members to book virtual, private coaching sessions with Instructors; e. "Instructional Course(s)" means recorded video courses that are made available for purchase on the Platform and are not included in Subscription Groups; f. "Subscription Groups" means a private group, with or without a subscription fee, that Members must request access to join; g. "Referring User" means a User who participates in the Ocean Referral Program; h. "Member/Instructor Transaction" means any transaction between a Member and an Instructor on Ocean by which access is granted to the Instructor's Content, including in any of the following ways: (i) a Subscription to a Subscription Group, (ii) payments made by a Member to view an Instructor's pay-per-view Content (pay-per-view media and pay-per-view live stream), (iii) Instructional Courses, (iv) any other payments made by a Member on an Instructor's account not specifically listed above; i. "Member Payment" means any and all payments made by a Member in respect of any Member/Instructor Transaction; j. "Ocean Share" means the fee charged to Instructors in accordance with section 5 of the Ocean Terms of Use for Instructors; k. "Subscription" means a Member's subscription to a Instructor's Subscription Group; l. "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. 5. Pricing and Payment: Pricing and payment: By entering into a Member/Instructor Transaction, the Member agrees to pay the Member Payment applicable to the relevant Member/Instructor Transaction in accordance with the pricing published in the Instructor's account. The Member and Instructor participating in the Member/Instructor Transaction authorize Ocean Athletics, Inc. or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Member Payment, to deduct the Ocean Fee and any other fees and to pay out the sums due to Instructors and (if applicable) Referring Users, as described in the Ocean Terms of Service. 6. License of Content: Once the Member has made the Member Payment for a Member/Instructor Transaction, the Instructor grants to the Member a limited license to access the applicable Content of that Instructor to which the Member/Instructor Transaction relates ("Relevant Content"). This license is non-transferable, non-sublicensable and non-exclusive, and permits the Member to access and view the Relevant Content on the Member's 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 Member's accessing the Content (i.e. caching)), in accordance with the Ocean Acceptable Use Policy. 7. Ownership of Content: The Member participating in the Member/Instructor Transaction acknowledges and agrees that the license of the Relevant Content provided in section 6 of this agreement does not result in the Member acquiring any rights in or to the Relevant Content, which rights shall be retained by the Instructor of the Relevant Content. 8. Expiry of License: The license granted to a Member in relation to the Relevant Content will expire automatically without notice in the following circumstances: a. if the Member Payment related to the Member/Instructor Transaction was unsuccessful, or is charged back or reversed for any reason; b. in respect of pay-per-view Content, once the Member has completed viewing the Content; c. in respect of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in section 7(h) of the Ocean Terms of Use for Members; d. if the Member's User account is suspended or terminated for any reason; e. if the Member acts in breach of the Ocean Acceptable Use Policy (whether in relation to the Relevant Content or at all); f. if the Content is removed from the Instructor's account; g. if the Member closes their Ocean User account. 9. Cancellations and Refunds: In respect of every Member/Instructor Transaction: a. Refunds will not be issued for Instructional Courses or Subscriptions; a.i. Due to the nature of online Content, the general policy is no refunds, though there may be some exceptions where refunds are granted in the sole discretion of the Instructor involved in the specific Member/Instructor Transaction. a.ii. The Member acknowledges that the Member/Instructor Transaction will result in a supply of the relevant Content to the Member within a reasonable time period from the date when the Member/Instructor Transaction is entered into, and the Member gives his or her express consent to this and confirms to the Instructor that he or she is aware that any statutory right to cancel the Member/Instructor Transaction which the Member has under any applicable law will therefore be lost. b. This agreement does not affect any statutory right to receive a refund from the Instructor which a Member may have under any applicable law. c. Additional Cancellation and Refund Terms for Virtual Private Lessons: c.i. Deposits: A Member/Instructor Transactions for a Virtual Private Lesson requires the Member to make a deposit to hold the timeslot with the Instructor. c.ii. Cancellations: c.ii.1. If the Member cancels a Virtual Private Lesson at least 4 (four) hours prior to the beginning of the scheduled start time for the timeslot, the Member will be refunded the deposit. c.ii.2. If the Member cancels a Virtual Private Lesson within 4 (four) hours of the scheduled start time for the timeslot, the Instructor is entitled to retain the deposit referenced in Section 10(a). c.ii.3. If the Instructor cancels the Virtual Private Lesson at anytime prior to the beginning of the scheduled start time for the timeslot, the Member will be refunded the deposit. c.iii. Failure to Attend Virtual Private Meeting c.iii.1. If an Instructor fails to attend a Virtual Private Lesson, the Member will be refunded the entirety of the Member Payment associated with the relevant Member/Instructor Transaction. c.iii.2. If a Member fails to attend a Virtual Private Lesson (and does not follow the cancellation procedures as outlined above), the Instructor is entitled to retain the entirety of the Member Payment. c.iv. Technological or Other Failure: If a scheduled Booking fails due to a technological failure or other failure associated with the Platform, neither the Instructor nor the Member will be at fault and the entirety of the Member Payment will be refunded to the Member. 10. Obligations between Instructor and Member: In respect of every Member/Instructor Transaction: a. The Member and the Instructor participating in the Member/Instructor Transaction agree to comply at all times with the Ocean Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing and interacting with it. b. The Member participating in the Member/Instructor Transaction agrees to make the Member Payment required to access, view or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the Member. c. The Instructor participating in the Member/Instructor Transaction agrees to make the Relevant Content available to the Member once the Member has made the Member Payment applicable to the Relevant Content. d. The Instructor warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Member in the territory in which the Member 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. The Instructor is solely responsible for creating and uploading the Relevant Content. The Instructor 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 the Instructor, the accessing by the Member of the Instructor's Content is entirely at the Member's own risk. 11. No Guarantees: The Member participating in the Member/Instructor Transaction acknowledges that Instructors may add and remove Content at any time from their Instructor account, and that Instructors have the discretion to decide what sort of Content to make available on their account. In addition, the Member participating in the Member/Instructor Transaction acknowledges that there may be circumstances where it is not possible for the Member to access to Relevant Content to be provided under the Member/Instructor Transaction, including: a. if the Instructor's account is suspended or deleted; b. if the Member'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 the Instructor is unable to create or upload Relevant Content in the future. 11. 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 Member 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 Member 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 Member resident outside of the United States any claim under this agreement must be brought in the courts of Delaware, unless the Member and Instructor otherwise agree. VI. AGREEMENT BETWEEN ATHLETES OCEAN AND TEAMSPACE OWNER BY PROCEEDING WITH PURCHASING THIS TEAMSPACE AND THE ASSOCIATED CONTENT, YOU AGREE TO THESE TERMS: 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 app.athletesocean.com 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: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.The package and the number of Seats will be determined by the Teamspace Owner at the time of purchase.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 ("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.