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OB3 Terms of Use

Welcome to OB3, a cloud platform that facilitates online learning. These Terms of Use form a legal agreement (Terms) between you and OceanBrowser Limited that sets out our, and your, rights and obligations in relation to the OB3 website and platform.

Please read these Terms (which include the Privacy Policy) carefully before accessing and using the Platform. By using the Platform, you agree to follow and be bound by these Terms. If you do not agree to all of these Terms, you must not use the Platform.

These Terms may be varied by us at any time. Unless otherwise stated, amendments to these Terms will be effective upon us: (a) updating this Policy accessible at https://www.ob3.io/terms and providing you with a notification message that will be displayed within the Platform when you login; or (b) notifying you of the changes by email. You must ensure that you have read, understood and agree to these Terms. You agree that your continued use of the Platform represents your agreement to be bound by the most recent terms.

1.                 Definitions and Interpretation

1.1              In these Terms, unless the context otherwise requires or is specified otherwise:

Access Details has the meaning given in clause 3.6(b);

Account means the online profile you have with us that is accessible via the Platform;

Alumni means any Learner who has completed a Course;

Course means any course made available on the Platform to you and other Users;

Course Content means the content for any Course that is made available, or created, on the Platform by the relevant Facilitators or Providers, including course materials, modules, software, checklists, study notes, videos, links to content available on other sites and audio recordings, all as modified and amended from time to time by any of the Users;

Device means a computer or other device that you own and/or control;

Facilitator means the teacher, facilitator, lecturer or administrator appointed by a Provider to provide a Course;

Intellectual Property Rights means all intellectual property rights and includes any patents, registered designs, utility models, trade marks (including logos and trade names), domain names, copyright, circuit layouts, rights in computer software and databases, rights in inventions, ideas, know-how and trade secrets, image and personality rights (including all things recorded about that intellectual property), in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world and all rights to apply for any such rights;

Learner means a student or other person who has been given access to the Platform to carry out the Course;

Platform or OB3 means the OB3 website located at use.ob3.io, through which Users may access the OB3 learning platform, including Course Content. It also applies to any services or applications accessed on any sub-domain of the domain “ob3.io”;

Privacy Policy means our privacy policy located at https://www.ob3.io/privacy;

Provider means an organisation or education provider (if any) that provides the Course;

Subscription Fee means subscription fee (if any) payable by Users for access and use of the Platform (where applicable), as specified on the Platform or otherwise in writing by us from time to time;

Subscription Term means the term commencing on the date that you agree to these Terms and ending on the date these Terms are terminated in accordance with its provisions;

Third Party Providers has the meaning given in clause 7.4 (d);

Updates has the meaning given in clause 4.1;

User Content means in relation to:

(a)       all Users, the User Generated Content; and

(b)       Facilitators and Providers, the Course Content;

User Generated Content means any content uploaded to, or created generated or posted on, or shared via, the Platform by you or any other User and includes (without limit) documents, folders, content contained in file attachments, embedded media, audio and video content, learning information and discussion posts;

Users means users that access and use the Platform, including: (a) Learners, Facilitators, Providers and Alumni; and (b) other individual and business users that access the Platform;

Virus means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

we, us and our are a reference to OceanBrowser Limited; and

you and your are a reference to the entity that accesses and/or uses the Platform.

2.                 Your use of the Platform as a Learner

2.1              The Platform provides a cloud learning platform that allows Users to connect with each other.

2.2              Before you are given access to the Platform you will need to pay any relevant Subscription Fee in full in the manner specified on the Platform except where your use of, and access to, the Platform is, or will be, paid for by your organisation or other third party, or as otherwise agreed in your agreement with us. Except to the extent prohibited by law, you will not be entitled to a refund of the Subscription Fee.

2.3              Please read the Privacy Policy accessible at https://www.ob3.io/privacy which forms part of these Terms to understand when and how your information may be shared with your organisation or education provider, or any other users in the Platform.

3.                 Access to the Platform

3.1              We grant you a non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription Term, all on the terms and conditions set out in these Terms.

3.2              If you are an Alumni User you will:

(a)       have a perpetual right to access the Platform in accordance with clause 3.1 provided that you periodically log-in to keep your account active. We may disable or remove dormant Alumni accounts at our discretion. We may place restrictions on the Platform services we provide to Alumni; and

(b)       be able to access your personal Content that you have created and that is not located inside a Provider’s Course.

3.3              If you are a Provider:

(a)       you  may choose whether or not you wish to provide Alumni with access to completed Course Content; and

(b)       if you cease to use the Platform and remove your Course Content from the Platform, then the Course Content will cease to be accessible by all Users including Alumni.

3.4              We may, at our sole discretion, choose to change the Terms  including the conditions under which we provide Alumni access at any time.

3.5              We will use reasonable endeavours to make the Platform available to you on and subject to these Terms.

3.6              You:

(a)       will be solely responsible for:

(i)        procuring and maintaining your network connections and telecommunications links from the Device you use to access the Platform; and

(ii)       all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;

(b)       will keep any logins, passwords and registration codes (together, Access Details) that are required for your access to your Account and/or use of any part of the Platform confidential and ensure you are the only person to access and use the Platform through use of the Access Details;

(c)       will only access those parts of the Platform that you have been authorised. If you have access to parts of the Platform that you do not think you should have access to please immediately contact us;

(d)       will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us;

(e)       are fully responsible for all activities that occur under your Account and agree to immediately change your password in the event of any breach of security; 

(f)        acknowledge and agree that we may disable your login Account or access to the Platform at any time if we suspect that the Access Details have been provided to any third party or if we consider that you are breaching these Terms, applicable law or that it is otherwise necessary for the security and/or safety of the Platform or other Users;

(g)       will ensure that all information that you provide to us is true and correct and kept up to date for so long as you continue to use the Platform;

(h)       will abide by the safety information, maintenance instructions or other relevant notices contained in the information that is included with the Platform; and

(i)         will comply with all applicable laws (including the Privacy Act 2020) and any third party policies or terms you have agreed to (for example with the Provider of any Course you are taking) with respect to your use of the Platform.

3.7              You will not:

(a)       except as may be permitted by any applicable law which is incapable of exclusion by agreement between you and us:

(i)        and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

(ii)       attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

(b)       access the Platform in order to build a product or service which is the same as or similar to the Platform or which otherwise competes with the Platform;

(c)       remove, disable, circumvent or attempt to undermine the integrity of any security or technical measures, including any digital rights management system or other content protection or features used by us, that control access to:

(i)        the Platform; or

(ii)       Content which is shared with you on the Platform and the associated access rights assigned to you for access to such Content; or

(iii)      our, or any third party’s, systems, networks or resources used in the provision of the Platform; and

(d)       access, store, distribute or transmit any Viruses through the Platform, and we may, without liability to you, remove or restrict access to content we believe may contain Viruses, restrict or disable your access to the Platform if you are in breach of this clause.

4.                 Changes to the Platform

4.1              You acknowledge that we may at any time implement updates, upgrades, patches or modifications to the Platform (together Updates) that may affect your access to the Platform, or which may require actions on your part, for example to comply with web security enhancements.  We will use reasonable endeavours to advise you in advance of Updates where possible, and to time the scheduling of Updates to minimise any impact on your access to the Platform.

4.2              Although we use reasonable endeavours to ensure that any Updates to the Platform do not cause any problems in your use of the Platform, our liability to you to the extent that problems arise from such Updates is limited in accordance with these Terms.

4.3              We may at any time for security, technical, commercial or other reasons, discontinue or restrict access to any part of the Platform, temporarily or permanently, and we will provide reasonable notice to you.  If we discontinue or restrict access to the Platform we will provide you with guidance on how you can export or migrate your Content out of the Platform.

5.                 User Content and Communications

5.1              As a User, you have the ability to make available, or create, User Content on the Platform. It is important that all User Content is posted with integrity and honesty.

5.2              You will not make available, or create, on the Platform, or transmit to other Users, any User Content (including links to other content), or otherwise engage in any activity through the Platform, that:

(a)       does not comply with your Provider’s research integrity and ethics regulations, or rules for responsible conduct of research;

(b)       contains digital content (including but not limited to photographs,  videos, audio-recordings) of people if you do not have their consent, or if your use of such digital content is not otherwise covered by an ethical approval process of your Provider’s research integrity and ethics regulations;

(c)       breaches the Intellectual Property Rights of any third party;

(d)       uses another person’s personal information other than for the specific purposes for which that person’s personal information was provided to you;

(e)       is intended to bully, harass, annoy, threaten or intimidate any other User;

(f)        is objectionable (including being false, misleading, defamatory, inaccurate, abusive, sexually-related, racially or ethnically objectionable in nature, or otherwise objectionable);

(g)       breaches any applicable law; or

(h)       contains any Viruses.

5.3              You acknowledge and agree that:

(a)       we do not control, and therefore are not responsible for, any communication, comment or content shared between you and any other User that may have been initiated as a result of use of the Platform; and

(b)       the views expressed in User Content may not be our views. While we may monitor User Content and exercise editorial control where possible, you acknowledge that you use and rely on the User Content obtained through the Platform at your own risk.

5.4              If you wish to make a complaint about any User Content, Course Content, or any other content on the Platform, you may do so by notifying us at privacy.officer@oceanbrowser.com. Your complaint must include the URL of the document containing the objectionable content, your name and email address, and the nature of your complaint.  Where the content you are complaining about occurs within content associated with or belonging to a Provider we will notify them of the complaint, but we will attempt as far as is possible to preserve your privacy.  A complaint to us under this clause is sufficient justification for us to use super-user access privileges to access and review the content for purposes of evaluating the complaint and taking appropriate action.

5.5              We may at any time:

(a)       refuse to host any User Content;

(b)       edit, disable or restrict sharing, or remove User Content;

(c)       access any User Content for the purpose of evaluating whether such content violates these Terms. User Content will only be accessed by authorised staff and access will be logged; or

(d)       disable embedding or accessing User Content from certain domains (blacklisting).

that we in our absolute discretion (acting reasonably) consider breaches these Terms, is likely to result in a breach of these terms, or is otherwise inappropriate for the Platform.

5.6              Where you make available, or create, User Content on the Platform, you are deemed to have granted us a non-exclusive, perpetual and worldwide licence to host and process such content on the Platform. You also warrant that any such User Content does not infringe the rights (including Intellectual Property Rights) of any person. You agree to indemnify us and hold us harmless for all direct and indirect damages, losses and costs of any kind incurred or suffered by us as a result of or in connection with a breach of the warranty given by you in this clause 5.5.

6.                 Intellectual Property Rights

6.1              You acknowledge and agree that we own all Intellectual Property Rights in and to the Platform. Except as expressly stated in these Terms, these Terms do not grant you any Intellectual Property Rights in or to, or any other rights or licences in respect of the Platform.

6.2              We acknowledge and agree that, except for the rights you grant us to use User Content under these Terms, unless otherwise agreed between the Users in a separate agreement, the author of the User Content  will own all rights, title and interest in and to all User Content and that User will have sole responsibility for the legality, reliability, integrity, accuracy and quality of User Content.

6.3              For User Content that you make available, or create, on the Platform, you grant us a right to use that User Content for:

(a)       any of the purposes set out in the Privacy Policy (if applicable);

(b)       performing our obligations under these Terms;

(c)       ensuring that you are complying with these Terms;

(d)       improving or enhancing the Platform (under limited conditions such as evaluating that User Content will load after a Platform update, or further to a support request by a User). User Content will only be accessed by authorised staff and access will be logged;

(e)       performing data analysis on an aggregated and anonymous basis.

6.4              If you are providing us with personal information, then our Privacy Policy applies. Please read the Privacy Policy carefully as it forms a part of these Terms.

7.                 Warranties and Liability

7.1              You acknowledge that, except for those warranties or representations that cannot be excluded by law (including under the Consumer Guarantees Act 1993 and Fair Trading Act 1986), the Platform is provided on an “as is” basis and all representations, conditions or warranties in respect of the Platform (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) are expressly excluded.

7.2              In particular and without limiting clause 7.1, we do not warrant:

(a)       the accuracy, correctness, reliability and completeness of any information provided by:

(i)        Users of the Platform, including User Content; and

(ii)       us on the Platform;  

(b)       that your use of, or access to, the Platform will be uninterrupted or error-free;

(c)       that the Platform will meet your requirements;

(d)       that the Platform will operate on all types of devices;

(e)       that the Platform will be secure or free from Viruses.  We will use reasonable endeavours to implement such measures to prevent any Viruses from being introduced into the Platform, and to maintain the security of the Platform (including the data stored on the Platform).

7.3              You agree that, to the maximum extent permitted by law, we will not be liable to you for any form of loss or damage or injury or death, regardless of cause or origin, on any basis whatsoever, (including, but not limited to, breach of contract, warranty, negligence, strict liability in tort or otherwise), arising out of or in connection with your use of the Platform or these Terms. If, notwithstanding the foregoing, we have any liability to you for any form of loss or damage, then to the maximum extent permitted by law, our maximum aggregate liability to you will not exceed the Subscription Fees you have paid to us (if any) in the 12 months prior to the first time we have any liability to you. 

7.4              You acknowledge that:

(a)       you assume all risk when using the Platform, including (without limitation) all of the risks associated with any online or offline interaction with others;

(b)       we have no control over the accuracy, reliability, or completeness of the Course or User Content and we make no representations or warranties as to such Course or User Content;

(c)       the Platform may contain embedded content and/or links to mobile applications, websites and resources provided by third parties, and that such embedded content and/or links are provided for your information only. We have no control over the content on those applications, websites or resources, and accept no responsibility for any loss or damage that may arise from your use of them;

(d)       we rely on the provision of services by third parties (including user login authentication, data centres, telecommunications and outsourcing providers) in order to provide the Platform (Third Party Providers) and that the Platform may be subject to limitations, delays and other problems inherent in the use of such services provided by Third Party Providers ; and

(e)       we will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or in connection with any services provided by Third Party Providers, including any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

7.5              You will indemnify us against all costs, losses, expenses and damages incurred through any claims against us resulting from your use of the Platform.

7.6              We will not be liable to you for failing to perform our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our employees or any other party), failure of a utility service or transport or telecommunications network or service of a Third Party Provider, epidemic/pandemic (including COVID-19), act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event, its impact on your access to the Platform, and its expected duration.

7.7              The exclusions and limitations of our liability to you set out in this clause 7 are subject to any rights you have under the Consumer Guarantees Act 1993 and Fair Trading Act 1986 that cannot be excluded by agreement between you and us.

8.                 Suspension and Termination

8.1              We may, at our discretion, suspend your access to the Platform if you fail to comply with these Terms.

8.2              We may terminate these Terms if your access to the Platform is provided under an agreement entered into between us and the Provider (Master Subscription Agreement) and that Master Subscription Agreement terminates for any reason.

8.3              Either party may terminate these Terms if the other party:

(a)       gives the other party at least 90 days prior notice;

(b)       is in material breach of these Terms and fails to remedy such breach within 14 days of receiving notice from the other party specifying the breach and requiring it to be remedied; or

(c)       goes into liquidation or has a receiver or statutory manager appointed of any of its assets, becomes insolvent or makes any arrangement with creditors.

8.4              On termination of these Terms:

(a)       access to the Platform and all other licences granted to you under these Terms will immediately terminate and you must cease using the Platform;

(b)       we will give you 90 days to export your content from the Platform and after that period we may delete your content;

(c)       the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced; and

(d)       to the maximum extent permitted by law, you will not be entitled to a refund of any Subscription Fees paid.

9.                 General

9.1              Notices and other communications under these Terms are to be given in writing by email, personal delivery or by post and must be:

(a)       sent to the correct email address designated in writing by each party for that purpose from time to time; and

(b)       marked for the attention of the designated person or office holder (if any).

9.2              A notice or communication in relation to these Terms will be deemed to be received:

(a)       in the case of a letter, on the third Business Day after posting;

(b)       in the case of email, on the Business Day on which the email is successfully delivered;

(c)       in the case of personal delivery, when delivered.

9.3              These Terms constitute the entire agreement between you and us in relation to the Platform and supersedes any previous understanding or agreements on that subject matter. 

9.4              If any part or a provision of these Terms is judged invalid or unenforceable in a jurisdiction it is severed for that jurisdiction and the remainder of these Terms will continue to operate.

9.5              A provision or a right under these Terms may not be waived except in writing signed by the party granting the waiver.

9.6              A party to these Terms may exercise a right, power or remedy under these Terms at its discretion, and separately or concurrently with another right, power or remedy.  A single or partial exercise of a right, power or remedy by a party under these Terms does not prevent a further exercise of that or of any other right, power or remedy.

9.7              These Terms may be varied by us at any time. Unless otherwise stated, amendments to these terms will be effective upon notifying you of the changes via email, or by posting the changes on the Platform. You must ensure that you have read, understood and agree to the terms in these Terms. You agree that your continued use of the Platform represents your agreement to be bound by the most recent terms. 

9.8              You will not assign, transfer or otherwise deal with these Terms or any of your rights or obligations under these Terms, whether in whole or in part, without our prior written consent.

9.9              These Terms will be governed by and construed in accordance with the laws of New Zealand.

9.10          Should you wish to take any action against us in respect of the Platform and/or these Terms, you agree that any such action will be commenced only in the New Zealand courts.

9.11          If you have any issues arising out of the Platform or these Terms, please contact us at: privacy.officer@oceanbrowser.com or via the contact details listed on our website at https://www.ob3.io