OceanX Website Terms and Conditions of Use

1. OCEANX WEBSITE TERMS AND CONDITIONS OF USE Welcome to the OceanX website, located at www.oceanx.org (the “Website”). These Terms and Conditions of Use (“Terms”) govern your use of this Website, any information provided on this Website, and any services we may provide through or related to this Website (collectively, the “Services”). These Terms are effective as of 3/18/19.

OceanX, owner of this Website, (“OceanX”, “we” or “us”) reserves the right to change, modify, add or remove portions of the Terms at any time for any reason and in our sole discretion by posting the modified Terms on our Website. These modifications will be effective upon posting (unless some other date is specified).We suggest that you (“you,” “your” or “User”) periodically review the Terms so that you are aware of any modifications. You acknowledge that by accessing or using this Website, you are agreeing to the Terms in their then-current form.

2. AUTHORIZED USE

PLEASE READ THESE TERMS CAREFULLY BEFORE VISITING THE WEBSITE OR USING THE ONLINE INFORMATION AND SERVICES PROVIDED THEREON. BY ACCESSING OR UTILIZING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND THAT YOU AGREE TO BE BOUND BY THEM AND OUR PRIVACY POLICY. YOU MUST BE 18 YEARS OR OLDER TO USE THIS WEBSITE. BY USING THIS WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO AGREE TO AND ABIDE BY THESE TERMS. YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS IS A CONDITION TO YOUR RIGHT TO ACCESS AND UTILIZE THE WEBSITE. IF YOU DO NOT AGREE TO ALL OF THE TERMS, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES AND YOU SHOULD NOT USE THIS WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

UNAUTHORIZED USE OF THIS WEBSITE, INCLUDING BUT NOT LIMITED TO MISUSE OF POSTED INFORMATION, IS STRICTLY PROHIBITED. AUTHORIZED USERS OF THIS WEBSITE INCLUDE ANY USERS VISITING THIS WEBSITE FOR PERSONAL AND/OR INFORMATIONAL PURPOSES, PARTIES INTERESTED IN COLLABORATING WITH ALUCIA PRODUCTIONS FOR SCIENTIFIC RESEARCH MISSIONS AND ANY OTHER USERS AUTHORIZED BY ALUCIA PRODUCTIONS.

3. COPYRIGHTS, TRADEMARKS, AND OTHER INTELLECTUAL PROPERTY

All content displayed or otherwise contained on or available via this Website, including without limitation all images, text, articles, reports, photographs, illustrations, button icons, audio clips, video clips, software, graphics, and other content and materials comprising this Website, except those belonging to third parties (the “Content”) belongs exclusively to Alucia Productions or its affiliates, are protected by U.S. and international copyright laws, and constitutes the proprietary intellectual property of Alucia Productions or its licensors.

Unless expressly agreed to in writing by Alucia Productions, you are not authorized to copy download, or print the Content available through this Website, in whole or part, except for your informational, personal, non-commercial use. No right, title, or interest in any of the materials contained on this Website is transferred to you as a result of access, viewing, or using such Content.

By accessing or utilizing this Website, you agree not to directly or indirectly copy, post, create derivative works, modify, distribute, transmit, display, reproduce, publish, or redistribute, license, or make available the Content displayed or otherwise contained on or available via this Website, in whole or in part, or the design or layout of this Website or individual sections of it, to any third parties, or otherwise make any commercial use of the Content without the prior written consent of Alucia Productions.

All trademarks, service marks, trade names, and logos displayed on this Website, including without limitation “OceanX”, “Alucia”, “Alucia Productions”, (collectively referred to as the “Marks”), are proprietary to Alucia Productions or their respective owners, and are protected by U.S. and international trademark laws. Any use of the Marks, or any other Marks owned by or licensed to Alucia Productions without the express written consent of Alucia Productions, is strictly prohibited. You may not use the Marks in any manner that is likely to cause confusion, or in any matter that disparages or discredits us.

Users may submit information to us through this Website, including but not limited to, by submitting ideas for potential scientific research and oceanic exploration missions. By utilizing this feature and submitting information and proposals for research missions, or by opting to submit any other information to us via this Website in any form (collectively, referred to as the “Submission” or “Submissions”), you understand and agree that, while you may maintain ownership of the intellectual property contained within the Submissions, you hereby grant to us a worldwide, non-exclusive, perpetual, royalty-free license to communicate, distribute, host, make modifications or derivative works, publicly display, publicly perform, publish, reproduce, store, and use such Submissions. Such license for the Submission(s) shall cover without limitation all intellectual property rights, including without limitation those concerning patents, trademarks, trade dress, copyright, trade secret, morality, privacy, and publicity.

You represent, warrant, and covenant that: (i) you either are the sole and exclusive owner of all of your Submissions, or you have all rights, licenses, consents, and releases that are necessary to grant to Alucia Productions the rights in your Submissions; and (ii) neither the Submissions nor your creation of, accessing, or use of your Submissions or Alucia Productions’ use of your Submissions (or any portion thereof) will (a) infringe, misappropriate or violate the rights of any party or entity, including a third party’s patent, copyright, trademark, trade secret, moral rights,

rights of publicity, rights of privacy or other intellectual property or proprietary rights, (b) constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation, or (c) require Alucia Productions to obtain any licenses from or make any payments in any amounts to any third party throughout the world.

You agree not to transmit Submissions that: (i) are or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism or hatred, as Alucia Productions determines in its sole discretion; or (ii) introduce viruses, time-bombs, works, cancel bots, Trojan Horses and/or other harmful or malicious code.

4. NO WARRANTY, LIMITATION OF LIABILITY

THE INFORMATION ON THE WEBSITE IS PROVIDED “AS IS”. ALUCIA PRODUCTIONS DOES NOT WARRANT THE ACCURACY, CURRENCY, OR RELIABILITY OF THE INFORMATION PROVIDED HEREIN, EITHER EXPRESSLY OR IMPLIEDLY, FOR ANY PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT OF THE LAW, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THERE IS NO EXPRESSED OR IMPLIED DUTY TO UPDATE THE CONTENT OF THE WEBSITE. ALUCIA PRODUCTIONS MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK, AND IN NO EVENT WILL ALUCIA PRODUCTIONS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF OR RELIANCE ON THE CONTENT (EVEN IF ALUCIA PRODUCTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR AUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, INTERRUPTIONS IN THE TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE. YOU ACKNOWLEDGE THAT ALUCIA PRODUCTIONS SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO YOU OR TO ANY THIRD PARTIES, OR ANY RESPONSIBILITY WHATSOEVER, FOR THE FAILURE OF ANY CONNECTION OR COMMUNICATION SERVICE, TO PROVIDE OR MAINTAIN YOUR ACCESS TO THIS WEBSITE, OR FOR ANY INTERRUPTION OR DISRUPTION OF SUCH ACCESS OR ANY ERRONEOUS COMMUNICATION BETWEEN

ALUCIA PRODUCTIONS AND YOU. ALUCIA PRODUCTIONS SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES, FOR THE ACCURACY, QUALITY, TIMELINESS, PERFORMANCE, RELIABILITY, OR COMPLETENESS OF THE INFORMATION OR SERVICES CONTAINED ON THE WEBSITE, OR DELAYS, OMISSIONS, OR INTERRUPTIONS IN THE DELIVERY OF THE INFORMATION OR SERVICES AVAILABLE ON THIS WEBSITE. ALUCIA PRODUCTIONS SHALL HAVE NO RESPONSIBILITY TO INFORM OR NOTIFY YOU OF ANY DIFFICULTIES EXPERIENCED BY ALUCIA PRODUCTIONS OR ANY THIRD PARTIES WITH RESPECT TO THE USE OF THE INFORMATION OR SERVICES PROVIDED ON OR BY THE WEBSITE.

YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE SERVICES AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. YOU AGREE THAT ALUCIA PRODUCTIONS, IN ITS SOLE DISCRETION, MAY TERMINATE YOUR ACCESS TO OR UTILIZATION OF THE WEBSITE FOR ANY REASON WITH OR WITHOUT PRIOR NOTICE. YOU AGREE THAT TERMINATION OF YOUR ACCESS TO THE WEBSITE MAY BE AFFECTED WITHOUT PRIOR NOTICE, AND YOU ACKNOWLEDGE AND AGREE THAT ALUCIA PRODUCTIONS MAY BAR ANY FURTHER ACCESS TO THE WEBSITE. ALUCIA PRODUCTIONS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. TERMINATION OF YOUR ACCESS TO AND USE OF THE WEBSITE SHALL NOT RELIEVE YOU OF ANY OBLIGATIONS ARISING OR ACCRUING PRIOR TO SUCH TERMINATION OR LIMIT ANY LIABILITY THAT YOU OTHERWISE MAY HAVE TO ALUCIA PRODUCTIONS.

5. Severability

If any of the provisions of these Terms are deemed unlawful or for any reason unenforceable, the same shall be inoperative only to the extent necessary to achieve compliance with applicable law and shall not affect the remaining Terms, which shall be given full effect, without regard to the invalid portion(s).

6. Indemnity

You agree to defend, indemnify, and hold OceanX, its officers, directors, employees, agents, licensors, consultants, contractors, subcontractors and supplies, harmless from and against any claims, actions, demands, liabilities, and settlements including, without limitation, reasonable legal and accounting fees and expenses resulting from, or alleged to result from your violation of these Terms or use of this Website.

7. Governing Law; Dispute Resolution; Remedies

Any disputes, actions or proceedings relating to these Terms and Privacy Policy or to your access to or use of this Website, will be governed by the laws of the State of New York, regardless of

the location of any User, without regard to its conflict of law rules, and must be brought in the federal or state courts in the City and County of New York. By using this Website, you irrevocably consent to the exclusive jurisdiction and venue of those courts.

You agree that our remedy at law for any actual or threatened breach of these Terms would be inadequate, and that we shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that we may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorney’s fees. No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation, damages, injunctive relief, attorneys’ fees, and expenses.

8. Privacy Policy

Please review our Privacy Policy for information on how we collect, use, disclose and otherwise manage personal information we collect on the Website, and the measures we take to safeguard the information. By continuing to use this Website, you are agreeing to the terms of our Privacy Policy in its then-current form.

9. Unauthorized Use; Spamming

As a condition of your use of this Website, you warrant that you will not use it for any purpose that is unlawful or prohibited by these Terms. You may not use the Website in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Website. You may not use any hardware or software intended to damage or interfere with the proper working of the Website or to surreptitiously intercept any system, data or personal information from the Website, including but not limited to (i) use of any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (ii) any attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is hosted, or any server, computer or database connected to the Website; (iii) attack the Website via a denial-of-service attack or a distributed denial-of-service attack; (iv) use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; or (v) cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site. You agree not to interrupt or attempt to interrupt the operation of the Website in any way.

Gathering contact information from this Website through harvesting or automated means is expressly prohibited. Transmitting unauthorized or unsolicited advertising, promotional materials, or any other forms of solicitation is also prohibited. All inquiries regarding established a commercial relationship with us should be directed to Admin[at]oceanx.org.

Alucia Productions reserves the right, in its sole discretion, to limit or terminate your access to or use of the Website at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which Alucia Productions may be entitled at law or in equity.

10. Third Party Sites

For your convenience, we may provide links or references to other websites that may be of interest to you. However, OceanX does not control or endorse such websites or products or services offered on such sites, is not responsible for their content, does not make any representation or warranty with respect to those sites or the content on those sites, nor is responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained therein. These Terms apply only to this Website. Please read the terms and conditions or terms of use policies of any other company or website you may link to from this Website.

You may not link to this Website without prior written permission. If you are interested in linking to this Website, please email Admin[at]oceanX.org

11. Separate Agreements

You may have other agreements with us. Those agreements are separate and in addition to these Terms. These Terms are not intended to modify, revise, or amend the terms of any such other agreements you may have with us.

12. Miscellaneous Terms

When we refer to “OceanX” in these Terms, we also are referring to the agents, representatives, and employees of OceanX.

No failure of OceanX to enforce any of its rights under these Terms will act as a waiver of such rights.

The captions, headings, and paragraph numbers appearing in these Terms are inserted only as a matter of convenience, and in no way shall be construed as defining or limiting the scope or intent of any provision of these Terms, nor in any way affecting them.

Certain webpages and portals on this Website may contain terms and conditions in addition to these Terms. In the event of a conflict, the additional terms and conditions will govern such webpages.

13. Contact Information

Please feel free to contact us with any questions you might have regarding these Terms. You may send us an e-mail at Admin@oceanx.org or write to us at: 37 W. 39th Street, 8th Floor, NY NY 10018.