Terms and Conditions
Oceanos Cloud Portal Terms and Conditions
The following terms and conditions (“agreement”) specifically govern your use of the online Oceanos Cloud Portal product which is available for use with various Oceanos Data Services offered by Oceanos Inc. (“Oceanos ”) through the oceanosinc.com site. This Agreement specifically governs the use of the Oceanos Cloud Portal and is separate from and may be in addition to any Oceanos product or service-specific order or agreement for Data. Your use of and/or registration for the Oceanos Cloud Portal constitutes your agreement to comply with the terms of this agreement. You can access this agreement at any time at https://online.oceanosinc.com/Account/TermsAndConditions. If you cannot agree to and comply with this agreement and its requirements, you are expressly prohibited from use of this Oceanos Cloud Portal and you must cease use.
In this Agreement, the following capitalized terms shall have the meanings ascribed to such terms in this section:
"Account" means an account that is set up on the Oceanos’ site and server for You pursuant to which the Oceanos Cloud Portal is delivered by Oceanos and managed by the Account Administrator on Your behalf.
"Account Administrator" means the individual employee or agent at Account holder who is responsible for the ongoing management and administration of Your Account.
"Agreement" means this Oceanos Cloud Portal Terms and Conditions as may be amended from time to time in accordance with the provisions hereof.
"Data" means all data belonging to You, which is obtained in the course of performing and/or delivering Data Services via the Oceanos Cloud Portal or direct with Oceanos.
"Data Services" means the various data services (such as (but not limited to), Data Cleanse & Append, Contact Gap Analysis, Contact Valuation, Business Intelligence or Contact Discovery) offered by Oceanos to You via the Oceanos Cloud Portal or offline and such additions, changes and deletions to the Data Services as Oceanos may from time to time deem necessary.
"Intellectual Property Rights" means patents, trademarks, service marks, registered designs, applications for the foregoing, copyright, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country.
"Oceanos Data" means Oceanos data records or portions of such data records from the Oceanos internal database that may be delivered to You as part of Oceanos Data Services.
"User" means an individual who is an employee, contractor or authorized agent of the customer entity who is permitted to access the Account (with his/her own unique user name and password) in order to use the Oceanos Cloud Portal and the Oceanos Data Services.
"You" or "Account holder" means the customer entity in whose name the Account is registered.
Service and Account
Oceanos shall provide the Oceanos Cloud Portal to You via the Internet.
The Oceanos Cloud Portal may be configured by You to be integrated with a third party marketing automation management system for which You have a separate and independent subscription account and password to use such system. You are responsible for the configuration of Your systems with the Oceanos Cloud Portal, although Oceanos will provide documentation and reasonable support. Oceanos makes no representations regarding compatibility and/or configurability with the third party marketing automation management system, but will use best reasonable efforts to resolve a configuration issue if such issue is either caused by Oceanos or is within its reasonable control. You are responsible for any unauthorized use of the Oceanos Cloud Portal integrated with Your third party marketing automation management system, originating from either Your network(s) or any of Your authorized third party networks. Any updates to the third party marketing automation management system are the responsibility of the third party and not the responsibility of Oceanos.
Any Data You send to Oceanos in the context of the provision of Data Services by Oceanos shall reside on servers controlled by Oceanos , or its subcontractor. Oceanos shall abide by the provisions set forth in Section 4 herein with respect to the confidentiality, use and security of such Data.
Oceanos shall maintain a separate Account for each customer entity or Account holder.
The Account shall contain such information as is reasonably necessary to use the Service and as may be reasonably required by Oceanos in order to provide the Service.
Oceanos will use commercially reasonable efforts to make the Oceanos Cloud Portal available 24 hours a day, 7 days a week, except for scheduled maintenance time. Oceanos will not be liable for losses related to User's inability to access the Oceanos Cloud Portalor Oceanos Data due to disruptions of the Site or the Oceanos Cloud Portalapplication. Oceanos shall be excused from its performance of any obligations under this Agreement which are prevented or interfered with due to acts or conditions beyond the reasonable control of Oceanos
If You are having problems with the Oceanos Cloud Portaland/or the Data Services, please contact our customer support team by sending an email to firstname.lastname@example.org.
Use by Users
Each User shall access and use the Oceanos Cloud Portalsolely in connection with his/her employment with the Account holder or in connection with his/her contract for services with the Account holder, as applicable. Any other use of the Oceanos Cloud Portalis strictly prohibited and shall constitute a breach of this Agreement by Account holder.
3. TERMINATION OF USE
Oceanos may terminate Your use of the Oceanos immediately if You or anyone accessing the Oceanos Cloud Portal through You is in breach of this Agreement or has done anything or failed to do anything that would constitute a breach of the Agreement;
When the separately agreed on term for use of the Oceanos Cloud Portal has ended.
Oceanos reserves the right to deny its free services to any organization as it deems fit.
4. CONFIDENTIALITY OBLIGATIONS, RESTRICTIONS ON USE OF DATA AND SECURITY
Your Data and Restrictions on Use of Your Data
For the proper delivery of Data Services via the Oceanos Cloud Portal or direct with Oceanos, You may be asked to upload Your Data file(s) to a designated area of the Oceanos Cloud Portalor a mutually agreed-on secure site. Oceanos shall keep Your Data in the strictest of confidence. The Data shall be considered Your “Confidential Information” which shall be maintained in confidence by Oceanos, shall not be disclosed to any third party and shall be protected with the same degree of care as Oceanos normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Oceanos may only share Your Confidential Information with its employees, agents, or third party contractors who have a need to know such information in the course of Oceanos fulfillment of its obligations for performance of the Data Services and who have agreed to hold such information in confidence in accordance with the standards set forth herein.
Oceanos shall not use the Data except as agreed to for performance and delivery of the Data Services via the Oceanos Cloud Portal or direct with Oceanos. Oceanos shall not, copy, distribute or redistribute, reverse engineer, or commingle Your Data with its own Oceanos Data or Oceanos databases and shall keep Your Data secure in accordance with the most up to date security standards in the industry. Oceanos will not share Your Data with external agencies for purposes of marketing, analysis or commercial gain. Oceanos may retain statistical information derived from the Data Services, and may, from time to time, use statistics it has aggregated as a result of the Data Services delivered for its analysis and/or marketing purposes. Statistics will be used anonymously, and shall not include the Data.
If You cancel Your Account with Oceanos, Oceanos agrees to continue to not use the Data files for itself in any way and shall continue to treat such Data as Confidential Information. At Your discretion, You have the option to request that Oceanos delete Your Data files upon termination or completion of the Data Services via Oceanos Cloud Portal. If You are engaged in any other Data Services with Oceanos, it is advisable not to request the deletion of Your Data files until all such Data Services have been rendered and completed and Your Account is closed. To the extent that any of the Data is personal information, You shall so advise Oceanos and You shall be responsible for ensuring that You have obtained all consents from the owner(s) of such personal information in order to permit Oceanos to provide the Data Services under this Agreement.
You have been assigned an Account name and the Account Administrator a password for the purpose of setting up and managing Your Account. You are responsible for maintaining the confidentiality of the password and Your Account. You are fully responsible for all activities that occur under Your Account. You shall immediately notify Oceanos of any unauthorized use of the password or Account or any other breach of security.
Security of Oceanos Cloud Portal
Oceanos maintains physical, electronic, and procedural safeguards and personnel policies, consistent with accepted industry practice and applicable state and federal laws that are designed to guard the security of the Site, our Oceanos Cloud Portal, our systems and our customers’ Data and/or personal information. Oceanos makes no claims with respect to the security of any third party marketing automation systems used in conjunction with the Oceanos Cloud Portal. Please note that no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, Oceanos cannot ensure or warrant the security of any Data and/or personal information, if any, You transmit to us, and You do so at Your own risk. In the event of a breach of the confidentiality or security of Your Data and/or personal information, Oceanos will notify You as soon as possible so You can take appropriate protective steps. Oceanos will notify You under such circumstances in writing using Your most current email address on record with us.
5. YOUR AGREEMENT AND ACKNOWLEDGMENTS
You agree and acknowledge that:
By using the Oceanos Cloud Portal You agree to be bound by the terms of this Agreement.
In order to use the Data Services via its Oceanos Cloud Portal, You have agreed to Oceanos’ confidentiality obligations stated in section 4 herein and Oceanos is entitled temporary access to Your Data as a part of the Data Services rendered via Oceanos Cloud Portal;
Your communications network(s) that transmit(s) the Data are Your responsibility and any failure in the performance of the communications network, including the failure to transmit Data to Oceanos’ servers in a timely and reliable manner may disrupt the delivery of the Data Services via Oceanos Cloud Portal;
You may not transfer or resell Your use of or access to the Data Services via Oceanos Cloud Portal to any third party;
You are responsible for all activities that occur under Your Account;
Oceanos reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Oceanos Cloud Portal (or any part thereof) with or without notice. You agree that Oceanos shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Oceanos Cloud Portal;
You acknowledge that Oceanos may amend this Agreement from time to time. Oceanos will provide You with notice of such amendments by posting a notice on Oceanos 's Site, and/or by providing notification to Your Account Administrator when he/she logs on to use the Oceanos Cloud Portal. The notification will include a summary of the changes, and the completed text of the modified Agreement. Your Account Administrator must choose to either accept the modified Agreement or stop using the Oceanos Cloud Portal. If Oceanos only provides notification on its Site that the Agreement has been amended, the amendment(s) shall be deemed to be effective seven (7) days after the notice of such amendment(s) is posted on Oceanos Site. You shall be deemed to have accepted the amendments if You continue to use the Oceanos Cloud Portal after the amendments become effective as set out above.
You acknowledge that You will not use the Oceanos Data obtained via the Oceanos Cloud Portal, including but not limited to, email addresses, to send email to any individual unless such email communication fully complies with all federal and state laws protecting individuals from unsolicited commercial emails, including the federal CAN-SPAM Act of 2003, as it may be amended from time to time, 15 USC § 7701 et seq. In the event that an individual requests (“opts out”) that You stop sending him/her such email communications, You shall do so promptly and, in any event, within the time periods specified by applicable law. You also represent that You comply with industry standard best practices with respect to email marketing and applicable federal and state Do-Not-Call, anti-junk fax and similar requirements.
6. INTELLECTUAL PROPERTY RIGHTS
No Rights in Intellectual Property
This Agreement does not create, and You shall have no rights in or to the use of, any trademark, trade name, logo, service mark or other mark, identification or name of Oceanos or any Intellectual Property Right of Oceanos.
This Agreement does not create, and Oceanos shall have no rights in or to the use of, any trademark, trade name, logo, service mark or other mark, identification or name of Account holder or any Intellectual Property Right of Account holder.
Account holder shall promptly notify Oceanos of any known infringement or improper use of Oceanos Intellectual Property Rights. You agree to reasonably cooperate with Oceanos in any action taken by Oceanos against such third parties, provided that all expenses of such action shall be borne by Oceanos and all damages which may be awarded or agreed upon in settlement of such action shall accrue to Oceanos .
Oceanos shall promptly notify Account holder of any known infringement or improper use of Account holder's Intellectual Property Rights. Oceanos agrees to reasonably cooperate with Account holder in any action taken by Account holder against such third parties, provided that all expenses of such action shall be borne by Account holder and all damages which may be awarded or agreed upon in settlement of such action shall accrue to Account holder.
7. EXCLUSION OF WARRANTIES
OCEANOS PROVIDES TO CUSTOMER AND ITS USERS THE OCEANOS CLOUD PORTAL PRODUCT, AND ANY OCEANOS DATA OR DATA SERVICES OBTAINED OR ACCESSED THROUGH THE OCEANOS CLOUD PORTAL ON AN "AS IS" BASIS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OCEANOS , ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OCEANOS ’S THIRD PARTY PROVIDERS, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS EXPRESS OR IMPLIED OR THOSE ARISING FROM STATUTE OR THE USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES RELATING TO THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE OCEANOS CLOUD PORTAL, THE OCEANOS DATA OR THE DATA SERVICES.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to You.
OCEANOS DOES NOT WARRANT THAT (i) THE OCEANOS CLOUD PORTALWILL MEET ACCOUNT HOLDER'S OR ITS USERS' REQUIREMENTS, (ii) THE OCEANOS CLOUD PORTALWILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE OCEANOS DATA OR DATA SERVICES THAT MAY BE OBTAINED VIA THE USE OF THE OCEANOS CLOUD PORTALWILL BE ACCURATE OR RELIABLE, (iv) DEFECTS WILL BE CORRECTED, OR THAT THE SERVER(S) ON WHICH THE OCEANOS CLOUD PORTALIS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING ACCESS TO AND MAINTAINING ALL COMMUNICATION NETWORK, TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE OCEANOS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE OCEANOS CLOUD PORTALAND YOUR RELIANCE THEREON.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL OCEANOS , ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE IN ANY WAY WHATSOEVER UNDER THIS AGREEMENT OR IN ANY WAY RELATED TO THE OCEANOS PRODUCT, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR BUSINESS REVENUE, LOST BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER REGARDLESS OF WHETHER SUCH COSTS, LOSSES OR DAMAGES ARE/WERE FORESEEABLE OR OCEANOS , ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS, LOSSES OR DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE OCEANOS CLOUD PORTALIS TO STOP USING IT. THE MAXIMUM LIABILITY OF OCEANOS FOR ALL DIRECT DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OR OTHERWISE), EXCEPT FOR A CAUSE OF ACTION ARISING OUT OF OR A BREACH OF SECTION 4.1 OR SECTION 6, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID DIRECTLY TO OCEANOS BY YOU, FOR ACCESS TO THE DATA SERVICES VIA OCEANOS. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIM AROSE IN CONTRACT INCLUDING A FUNDAMENTAL BREACH, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR UNDER STATUTE.
You agree to indemnify, defend and hold Oceanos its officers, directors, employees, agents and representatives harmless from and against any and all third party claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise out of or from (a) Your violation of this Agreement; (b) Your (or Your Users) improper use of the Oceanos Cloud Portal; or (c) Your violation of the Intellectual Property Rights of any third party.
Oceanos agrees to indemnify, defend and hold Account holder, its officers, directors, employees, agents and representatives harmless from and against any and all third party claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise out of or from (a) a breach of section 4.1 of this Agreement; (b) a breach of Account holder’s or a third party’s Intellectual Property Rights.
10. BILLING AND PAYMENT OBLIGATIONS
Your use of the Oceanos cloud portal and/or agreement to these Terms and Conditions does not alter your liability or obligations that currently exist between the Account (your employer) and Oceanos concerning your connector usage. The Account is responsible for any and all connector fees for the Account’s registered cloud portal credentials. You also agree that you have the authority and permission of the Account (your employer) to incur expense on their behalf via the Oceanos cloud connector. Notwithstanding any notification failure, it is the Account responsibility to pay Oceanos cloud portal obligations on time to avoid late fees, collection activity or disconnection of the Oceanos cloud portal. Applicable late payment fees may apply. Connector pricing levels are made available once the Trial Mode of the connector has been completed, at which time pricing needs to be signed off on and/or discussed with a member of the Oceanos Team. Upon completions of the Trial Mode no projects will be able to move forward without consent of pricing by the user.
Oceanos may subcontract part of its Oceanos Cloud Portal from time to time. Except as otherwise provided herein, neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement except with the prior written consent of the other party, such consent not to be unreasonably withheld. Any prohibited assignment shall be null and void. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement to a parent, an affiliate, division, subsidiary or an entity, which acquires all or substantially all of that party's business, which is related to this Agreement.
This Agreement shall be performed in whole or in part in Massachusetts and therefore this Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflict of laws provisions. The parties irrevocably agree to the jurisdiction of the courts of the Commonwealth of Massachusetts.
The provisions of this Agreement shall be deemed severable. If any provision or any part thereof is, for any reason, held to be invalid or unenforceable in any respect under the laws of any jurisdiction where enforcement is sought, such invalidity or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid or unenforceable provision or part thereof had not been contained therein.
Oceanos may modify or amend this Agreement from time to time. Any changes Oceanos makes to this Agreement will be effective seven (7) days after notice of any change is provided to You, which may be done by means including, without limitation, posting on our Site or via email. Your use of the Oceanos Cloud Portal after such notice will be deemed acceptance of such changes.
Unless otherwise specified, all notices and other communications provided for under this agreement shall be in writing (including e-mail, facsimile or similar electronic communication) and mailed, hand-delivered or electronically transferred:
892 Plain Street, Suite 203
Marshfield, MA 02050
Attn: Artika Wadhwa – Chief Legal Officer
Tel: 781 804 1010; email@example.com
Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, or a waiver of any other, different or subsequent breach. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
Entire Agreement; Governing Terms
This Agreement constitutes the entire agreement between the parties hereto with respect to the Oceanos Cloud Portal described herein, and cancels and supersedes any prior understanding and agreements between the parties relating thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied, statutory or otherwise between the parties, except as expressly set forth in this Agreement. This Agreement will supersede any conflicting terms in purchase orders, confirmations or other forms of acknowledgements signed by the parties.
ANY ADDITIONAL SUBSCRIPTION OR DATA SERVICES SUPPLIED TO YOU BY OCEANOS ARE SUBJECT TO SEPARATE AGREEMENTS WHICH SHALL BE ENTERED INTO BY THE PARTIES SEPARATELY.
IF YOU ARE IN AGREEMENT WITH THE TERMS AND CONDITIONS SET OUT ABOVE CLICK THE "I ACCEPT" BUTTON. SINCE ALL USERS OBTAIN THEIR PASSWORDS DIRECLTY OR INDIRECTLY FROM THE ACCOUNT ADMINISTRATOR, ACCEPTANCE OF THIS AGREEMENT BY ANY USER OR THE ACCOUNT ADMINISTRATOR CLICKING ON THE "I ACCEPT" BUTTON SHALL BE DEEMED TO BE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ACCOUNT HOLDER. IF YOU ARE NOT IN AGREEMENT WITH THE ABOVE TERMS AND CONDITIONS YOU SHOULD NOT USE THE SERVICE.