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11611 San Vicente Blvd
Suite 1020
Los Angeles CA, 90049

Mon-Fri, 9am-5pm

Oceanworks Seller Services Agreement

THIS OCEANWORKS, INC. (“OCEANWORKS”) SELLER MARKETPLACE AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE OCEANWORKS MARKETPLACE (THE “SERVICES”) AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (HEREIN COLLECTIVELY REFERRED TO AS “YOU” AND/OR “SELLER”) AND OCEANWORKS. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.


O/W Marketplace Terms 


Oceanworks is a global sustainable materials marketplace. Oceanworks’ marketplace includes a  range of qualified material, including, but not limited to ocean plastic resins, textiles, and products, providing a platform for you to offer your various products for sale. In exchange for access to Oceanworks’ marketplace you hereby agree to the following terms as well as Oceanworks’ Code of Conduct described in Exhibit A.


Terms of Sale: When your product sells on the Oceanworks’ marketplace, Oceanworks will collect the amount paid by the customer (including the price and any shipping, packaging or other charges). Oceanworks will then issue you payment for the materials less then active Oceanworks Referral Fee. Oceanworks Referral Fee may change from time-to-time.


Price Guarantee: By listing products on the Oceanworks marketplace you hereby agree that you are providing Oceanworks with best pricing. In no event shall you sell any product offered on the Oceanworks marketplace for less than the amount listed on the Oceanworks marketplace (“Best Price”). In the event Oceanworks discovers you have offered better pricing on another platform or through another channel, Oceanworks reserves the right to adjust the amount owed back to you based upon such pricing and increase the Referral Fee proportionally as well as remove you from the Oceanworks’ marketplace at its discretion. 


Disputes and Chargebacks: In the event Oceanworks determines that your actions or performance may result in returns, chargebacks, claims, disputes, violations of Oceanworks’ terms or policies, or other risks to Oceanworks or third parties, then it may in its sole discretion withhold any payments to you for as long as is determined any such related risks to Oceanworks or third parties persist. For any amounts that determined owed Oceanworks may offset any amounts owed to you; invoice you for amounts due, in which case you will pay the invoiced amounts upon receipt; or collect payment or reimbursement from you by any other lawful means. If it is determined that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate Oceanworks’ policies then it may in its sole discretion permanently withhold any payments to you.




Representations, Warranties, Disclaimers & Limitation of Liability


Quality Control: Oceanworks uses its best efforts in the evaluation, selection and identification of processors to ensure quality and consistent product standards. You, your agents and/or representatives, agree to undertake responsibility for testing, inspection, and material safety of all materials provided by or through the Oceanworks marketplace. Upon reasonable request, Oceanworks will disclose testing and analysis results of materials obtained from you. Further, Oceanworks agrees to notify you within 10 business days of any testing results which causes Oceanworks to reject any such materials or components from its marketplace. All disclosures of testing results shall be confidential, except Oceanworks shall be permitted, but not required, at its full and absolute discretion to disclose any such results to its customers. 


Intellectual Property & License: Neither party grants to the other any license to any intellectual property rights including, but not limited to, “Oceanworks®” and “O/W®.” You grant Oceanworks a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of your materials; provided, however, that Oceanworks will not alter any of your trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your materials (provided you are unable to do so using standard functionality made available to you via the applicable Oceanworks Services); provided further, however, that nothing in this Agreement will prevent or impair Oceanworks’ right to use your materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).


Termination: The term of this Agreement will start on the date of your acceptance as an Oceanworks Seller and continue until terminated as described below. Either party may terminate your use of the Services with providing 30 days written notice to Oceanworks. Oceanworks may suspend or terminate your use of the Services immediately if it is determined that (a) you have materially breached this Agreement and failed to cure within 7 days of a cure notice unless your breach exposes Oceanworks to liability toward a third party, in which case it shall be entitled to reduce, or waive, the aforementioned cure period at its reasonable discretion; (b) your account has been, or Oceanworks’ controls identify that it may be used for deceptive or fraudulent, or  illegal activity; or (c) your use of the Services has harmed, or Oceanworks’ controls identify that it might harm, other sellers, customers, or Oceanworks’ legitimate interests. Oceanworks will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where there is reason to believe that providing such information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent Oceanworks’ safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) your obligation for Confidentiality and Non-Solicitation survive.


Non-Solicitation: Each party agrees that during the term of this Agreement and for 6 months immediately following the termination of this Agreement, neither party shall directly or indirectly attempt to solicit employees, contractors, and/or customers of the other party, either for itself or for any other entity. Seller further agrees that during the term and for 6 months immediately following the termination of this Agreement they shall not directly or indirectly sell to an Oceanworks customer, either for itself or for any other entity unless approved in writing by Oceanworks.  


Confidentiality: The Parties agree to treat information disclosed herewith as confidential and proprietary. The Parties agree not to disclose information about the other Party’s business operations, technologies, products, services, and/or terms that are marked “Proprietary” or “Confidential.”


Representations: Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that you are registering for the Service(s) within such country; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

Indemnification. You will defend, indemnify, and hold harmless Oceanworks, and its officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your materials, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, your materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Oceanworks), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.

If any indemnified Claim might adversely affect Oceanworks, it may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at its own expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

Disclaimer & General Release.  OCEANWORKS PLATFORM AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE PLATFORM AND SERVICES AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN THE REPRESENTATIONS ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, OCEANWORKS DISCLAIMS: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OCEANWORKS’ NEGLIGENCE. OCEANWORKS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE PLATFORM OR IN THE SERVICES MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND OCEANWORKS WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

Insurance. If the gross proceeds from your transaction on the Oceanworks platform exceed $10,000 during any month, or over any period of three (3) consecutive months, or otherwise if requested by Oceanworks, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable county, as directed by Oceanworks, commercial general, umbrella or excess liability insurance, with reasonable insurance limits as directed by Oceanworks, per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Oceanworks and its assignees as additional insureds. At Oceanworks’ request, you will provide certificates of insurance for such coverages.

Tax Matters. As between the parties, you will be responsible for the collection, reporting, and payment of any and all of applicable and relevant taxes, except to the extent that (i) Oceanworks automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) Oceanworks expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Oceanworks and used by you. All fees and payments payable by you to Oceanworks under this Agreement are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Oceanworks any of your taxes imposed on such fees and any deduction or withholding required on any payment.

Modification. Oceanworks may change or modify the Agreement at any time with immediate effect, in such event it will notify you. Your continued use of the Services after the effective date of any change to this Agreement will constitute your acceptance of that change. 

Export Limitations. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted any commodities to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

Miscellaneous. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

Assignment: Seller many not assign or delegate any of its rights or obligations under this agreement unless you provide notice to Oceanworks. 


Expenses: Each of the Parties shall be solely responsible for all costs incurred in connection with this and any subsequent agreements. 


Governing Law: This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of Los Angeles and County of Los Angeles, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such Party's address set out herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.




Exhibit A


OCEANWORKS CODE OF CONDUCT

 

At Oceanworks we view respect for the environment, individuals, and communities impacted by our operations as a key business driver. We aim to build a marketplace where every product marked Oceanworks Guaranteed has been sourced in alignment with the principles of authenticity, transparency, ethical treatment and regulatory compliance.

 

Our Code of Conduct (“COC”) sets a standard for members of the community and guides business and operational activities within the network. Every company that joins must review and sign the COC to indicate their commitment to and compliance with these principles. If COC terms are found to have been violated the infringing companies may no longer be permitted to operate within the Oceanworks Marketplace.

 

  1. Material Quality and Authenticity

 

We are honest about the composition and sources of our material. Source materials are free from heavy metal, biological, and chemical contamination. Our partner collection areas and production facilities are not contaminated by biological or chemical hazards. We protect biodiversity, respect traditional water and land use, and mitigate emissions in our business activities.

 

  1. Supply Chain Transparency

 

Transparency is important to us. We keep accurate records to support chain-of-custody tracking and impact metrics. Our documentation accurately reflects our transactions.  We keep thorough records of the content and sources of materials entering and exiting our facility. Information is tracked   on material, energy, and water utilization in our processes. Current operating procedures for business operations, environmental stewardship, and social compliance are maintained.

 

  1. Ethical Treatment of People and Planet

 

We see that the treatment of the people and places impacted by our supply chain drives the quality of the end product. We support and respect human rights. We have zero tolerance for forced labor including slavery, human trafficking, involuntary, prison labor, or individuals compelled to work through physical threat. Our partners’ working environments are kept clean and safe. We respect the environment and meet chemical restrictions, safety labeling, and proper storage and handling to minimize and mitigate the release of chemicals into the environment. We continually innovate to improve the environment and strengthen the circular economy.


 

  1. Regulatory and Business Compliance

 

We obey the law. Obeying the law is essential to accomplishing our mission and creating an ethical marketplace. It is our responsibility as a global organization to comply with all applicable laws locally and internationally. We perform our business with integrity. While we compete aggressively, we do so fairly and ethically. Corruption is not tolerated, nor do we offer or accept bribes or extortion of any form. We comply with all laws and regulations that support fair competition and integrity.


Oceanworks COC builds on work by others. Please see the footnotes for sources referenced to create this document.[1]



[1] The Ten Principles of the UN Global Compact: https://www.unglobalcompact.org/what-is-gc/mission/principles

International Labor Organization https://www.ilo.org/global/standards/lang--en/index.htm

iSEAL: https://www.isealalliance.org/

B corps: https://bcorporation.net/about-b-corps

1% for the planet: https://www.onepercentfortheplanet.org/solutions

First Mile/Thread: https://www.firstmilemade.com/policies-certifications

Cargill:https://www.cargill.com/about/code-of-conduct