BY USING OUR WEBSITE, YOU AGREE TO THESE TERMS:
BY USING OUR WEBSITE AS AN INSTRUCTOR, ORGANIZATION OR SUBMITTING THE ‘INSTRUCTOR APPLICATION FORM’ YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY
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:
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:
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 thirty-five percent (35%) and the remaining sixty five percent (65%) 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.
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 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.
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.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.