Ocean Co. Partner Portal

By using this service, you agree to Ocean Co.'s

AGREEMENT

API LICENCE AND PLASTIC WASTE COLLECTION

THIS AGREEMENT IS DATED JUNE 1ST 2023

These User Terms are legally binding.

These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our acceptable use policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the acceptable use policy, you confirm that you have read, understand and agree to be bound by the User Terms and the acceptable use policy. ‘We’, ‘our’ and ‘us’ currently refer to The Ocean Bottle Ltd (“OB”) entity in the Contract (defined below).

You are the ‘Client’.

PARTIES

The Ocean Bottle Ltd incorporated and registered in England and Wales with company number 11235061 whose registered office is at 3^rd Floor, 25 Soho Square, London, England, W1D 3QR (“OB”)
The Client which is a customer of OB’s services (“Client”)

BACKGROUND

The Client wishes to help collect plastic waste and prevent it from entering the world’s oceans.
OB wishes to grant a licence to its API and API Data, subject to the terms of this agreement.
OB will collect plastic waste on behalf of the Client, using the Usage Data, for which the Client will pay OB the Collection Fee, in accordance with the terms of this agreement.

AGREED TERMS

Interpretation
1. The definitions and rules of interpretation in this clause apply in this licence.
API: the API made available to Client by OB including, without limitation, as each may be updated from time to time by incorporation of an Updated Version.
API Data: all data published or made available through the API, along with any related metadata.
API Key: the security key OB makes available for Client to access the API.
Application: any applications, websites and/or software developed by, or on behalf of, the Client to interact with the API.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client Email
Client System: the Application, together with any other network and information systems (including any hardware, software and other infrastructure) and processes operated by or on behalf of the Client that is used to access the API or otherwise interact with OB’s products and/or services.
Collection: the sourcing, collection and responsible disposal of plastic waste, the amount of which is determined by the number of Credits.
Collection Fee: the amount that the Client pays OB for Collection, as may vary from time to time and as solely determined by OB, and as based on the number of Credits.
Collection Notice: has the meaning given in clause 3.2.
Credit: means when a customer of the Client acts and/or interacts with its Applications in a way that meets certain conditions, as determined by the Client from time to time, so as to oblige the Client to pay for the Collection of one kilogram of plastic waste by OB.
Credit Notice: has the meaning given in clause 3.1.
Data Protection Legislation: the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data as may be amended from time to time and any other European Union or other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
End Users: any individuals (such as the Client's employees, contractors, agents, Clients or suppliers) whom the Client enables to use or access the API.
Effective Date: the data of this agreement.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
OB Email: support@weareocean.co
OB Marks: the trade marks and branding that OB provides the Client, together with any instructions on use of such.
Updated Version: any updated version of the API that OB releases.
Usage Data: has the meaning given in 6.2 and the data the Client generates as a result of its use of the API in its Applications.
VAT: value added tax imposed by the Value Added Tax Act 1994 or any similar tax chargeable in the UK or elsewhere.
Virus: any thing or device (including any software, code, file or program) which may: 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; 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 adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Licence
1. In consideration of the Collection Fee and Usage Data, OB grants to the Client a revocable, non-exclusive, non-transferrable licence during the term of this agreement for the Client to access and integrate the API into its Application.
2. The API may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services. The Client acknowledges and agree that OB shall not be responsible for any such third-party services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. OB does not assume and shall not have any liability or responsibility to the Client or any other person or entity for any such third-party services.
3. The Client's sole means of accessing the API shall be via the API Key.
4. From time to time, OB shall update the API and will release the Updated API to the Client. The Client shall integrate the Updated API within its system.
Collection
1. Within three Business Days of the end of each calendar month, the Client will inform OB on the number of Credits that were raised by its customers during the previous calendar month (the “Credit Notice”).
2. Within three Business Days of receiving the Credit Notice, and as based on the number of Credits, OB will calculate the Collection Fee and inform the Client (the “Collection Notice”).
3. The Client will allow for the Usage Data to be used by OB to verify the number of Credits.
4. The Client shall pay OB the Collection Fee within five Business Days of receiving the Collection Notice. The Client will pay OB the Collection Fee by way of direct debit or as otherwise agreed.
5. The Client acknowledges that the Collection Fee will vary depending on a number of factors that are beyond the control of OB. OB will notify the Client of the Collection Fee to the Client’s Email, as it may vary from time to time. The new Collection Fee shall take effect from the date that OB provides notice of such new Collection Fee.
6. All payments made by the Client under this agreement are exclusive of VAT. OB shall provide the Client with a valid VAT invoice. The Client shall pay any stamp duties or similar transfer taxes imposed on the supplies made under this agreement and shall reimburse OB for any such stamp duties or similar transfer taxes paid by OB.
7. If the Client fails to make any payment due to OB under this agreement by the due date for payment, then, without limiting OB's remedies under 11, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time, but now lower than 4% if the base rate falls below 0%. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Client shall pay the interest together with the overdue amount.
8. At its sole discretion, OB may engage third parties to assist OB with the Collection. The terms of such engagement shall be confidential between OB and any such third party.
Client responsibilities
1. The Client shall:
  1. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
  2. carry out all its responsibilities set out in this agreement in a timely and efficient manner (in the event of any delays in the Client's provision of such assistance as agreed by the parties, OB may adjust any agreed timetable or delivery schedule as reasonably necessary);
  3. notify OB as soon as it becomes aware of any unauthorised use of the API or API Data by any person;
  4. ensure the Client System communicates and interoperates with OB to provide OB with the Usage Data;
  5. display OB Marks, as instructed by OB from time to time, in connection with the use of the API, API Data and the Application; and
  6. monitor the use of the API for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Applications from further use of the Applications.
2. The Client shall not:
  1. share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as the Client's sole means of accessing the API (the API Key may be replaced at any time by OB on notice to the Client);
  2. use the API or API Data other than as specified in this agreement without the prior written consent of OB;
  3. remove any proprietary notices from the API or API Data;
  4. use the API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law;
  5. design or permit the Applications to disable, override, or otherwise interfere with any OB-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
  6. use the API, including in any of the Applications, to replicate or attempt to replace the user experience of OB’s products and/or services;
  7. attempt to cloak or conceal the Client's identity or the identity of the Applications when requesting authorisation to use the API; and
  8. except to the extent expressly permitted under this agreement:
    1. combine or integrate the API or API Data with any software, technology, services, or materials not approved in advance by OB;
    2. pass or allow access to the API or API Data to any third party;
    3. access all or any part of any the API or API Data to build a product and/or service which competes with the API or the goods or services provided by OB (or any part of it); or
    4. commercially exploit, sell, license or distribute any API or API Data or any products and/or services incorporating the results retrieved using the API.
3. Except as expressly stated in this agreement, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or an OB product or service, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
Confidentiality and publicity
1. Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisers or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party.
2. For the avoidance of doubt the API, the API Data, the API Key and the Collection Fee (as it may vary from time to time) shall be considered the confidential information of OB for the purposes of this agreement.
3. OB shall be entitled to reference the Client as a user of the API in OB's general marketing literature, including on OB's website and other online platforms. The reference to the Client for these purposes may include a reference to the Client's corporate name and to any of its trade names and trade marks.
4. Save as provided for in 5.3, no party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Data protection
1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
2. OB may collect certain information about the Client and its personnel, representatives and agents, including End Users, in connection with this agreement (the “Usage Data”). This may include information collected through the API. By entering into this agreement, and accessing, using, and providing information to or through the API, Client consents, and shall procure all required consents from its personnel, representatives and agents (including End Users) to all actions taken by OB with respect to the Usage Data.
3. The parties acknowledge that the Usage Data is processed by OB as a controller for the purposes of the Data Protection Legislation.
4. Without prejudice to the generality of 6.1 the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including Usage Data) to OB for the duration and purposes of this agreement so that OB may lawfully use, process and transfer this data in accordance with this agreement; including in relation to the role outlined in 6.3.
Systems and security
1. The Client:
  1. is responsible for the operation and security of the Client System and the Application;
  2. shall ensure that the Client System and the Application comply with any relevant specifications provided by OB from time to time;
  3. shall be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the Client System and the Application to the API, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet;
  4. will take reasonable steps to secure the API, the API Data, and the API Key (including all copies thereof) from infringement, misappropriation, theft, misuse of unauthorised access; and
  5. shall ensure that the Client System and Applications do not include any Virus.
OB's warranties
1. Without limiting the foregoing, OB makes no representation or warranty of any kind, express or implied:
  1. that the Client's use of the API will be uninterrupted or error-free or that the API and/or the API Data obtained by the Client through the API will meet the Client's requirements;
  2. as to the operation or availability of the API, or the information, content, and materials or products included thereon;
  3. as to the accuracy, reliability, or currency of any information or content provided through the API; or
  4. that the API, its servers, the content, or e-mails sent from or on behalf of OB are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
2. This agreement shall not prevent OB from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are the same or similar to those provided under this agreement.
3. OB warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
4. The API is provided to the Client "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, OB expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the API, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, OB provides no warranty or undertaking, and makes no representation of any kind that the API will meet the Client’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
5. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to the Client. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, OB shall be solely responsible for such warranty.
Limits of liability
1. Except as expressly and specifically provided in this agreement:
  1. the Client assumes sole responsibility for results obtained from the use of the API and the API Data by the Client, and for conclusions drawn from such use. OB shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to OB by the Client in connection with the API, or any actions taken by OB at the Client's direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  3. OB is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the API and API Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2. Except as expressly stated in 9.3:
  1. OB shall not in any circumstances have any liability for any losses or damages which may be suffered by the Client (or any person claiming under or through the Client), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
    1. special damage even if OB was aware of the circumstances in which such special damage could arise;
    2. loss of profits;
    3. loss of anticipated savings;
    4. loss of business opportunity;
    5. loss of goodwill;
    6. loss or corruption of data,
      provided that this 9.2(a) shall not prevent claims for loss of or damage to the Client's tangible property that fall within the terms of 9.2(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this 9.2(a); and
      1. the total liability of OB, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to 20% of the Collection Fees paid during the 12 months preceding the date on which the claim arose.
    7. The exclusions in 9.1 and 9.2 shall apply to the fullest extent permissible at law, but OB does not exclude liability for:
      1. death or personal injury caused by the negligence of OB, its officers, employees, contractors or agents;
      2. fraud or fraudulent misrepresentation;
      3. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
      4. any other liability which may not be excluded by law.
    8. Subject to 9.3, the Client is responsible and liable for all uses of the API resulting from access provided by the Client, directly or indirectly, whether such access or use is permitted by or in breach of this agreement, including use with any Application or third-party software. Without limiting the generality of the foregoing, the Client is responsible for all acts and omissions of End Users in connection with the Application and their use of the API and API Data, if any. Any act or omission by an End User that would constitute a breach of this agreement if taken by the Client will be deemed a breach of this agreement by the Client. The Client shall take reasonable efforts to make all End Users aware of this agreement's provisions as applicable to such End Users and shall cause End Users to comply with such provisions.
    9. The Client agrees to indemnify and hold OB harmless from any claim or demand, including reasonable legal fees, due to or arising out of the Client’s: (a) use of the Application; (b) breach of this agreement or any law or regulation; or (c) violation of any right of a third party.
  2. Intellectual property rights
    1. All use by the Client of OB Marks, if any, will comply with any usage guidelines that OB may specify from time to time. The Client acknowledges that the Client's use of OB Marks in connection with this agreement will not create any right, title, or interest in or to OB Marks in favour of the Client and all goodwill associated with the use of OB Marks will inure to the benefit of OB.
    2. The Client will promptly notify OB if the Client becomes aware of any infringement of any Intellectual Property Rights in the API, API Data and/or OB Marks and will fully co-operate with OB in any legal action taken by OB to enforce OB's Intellectual Property Rights.
    3. The Client acknowledges that all Intellectual Property Rights in the API (including any Updated Version), API Data and/or OB Marks, belong and shall belong to OB or the relevant third-party owners (as the case may be), and the Client shall have no rights in or to the same other than the right to use it in accordance with the terms of this agreement.
  3. Duration and termination
    1. This agreement shall commence on the Effective Date and continue unless otherwise terminated earlier in accordance with its terms.
    2. OB may, in its sole discretion, at any time and for any or no reason, suspend or terminate this agreement with or without prior notice. The Client may terminate this agreement with one month’s written notice.
    3. Without prejudice to its other rights and remedies under this agreement, should the Client use the API or API Data other than as specified in this agreement without the prior written consent of OB, OB may, in its sole discretion, terminate this agreement, or suspend the Client's access and use to the API and the API Data, on written notice with immediate effect, and/or require the Client to pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which OB would have levied.
    4. OB shall be entitled to suspend the Client's access to, and use of, the API and the API Data under 11.3 until such time as the breach is remedied to OB's reasonable satisfaction.
    5. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
      1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
      3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts.
    6. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
    7. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
    8. On termination for any reason:
      1. all rights granted to the Client under this agreement shall cease;
      2. the Client shall cease all activities authorised by this agreement;
      3. the Client shall immediately pay to OB any sums due to OB under this agreement; and
      4. the Client shall immediately delete or return to OB (at OB's option) all copies of the API, API Data then in its possession, custody or control and, in the case of deletion, certify to OB that it has done so.
  4. Sub-licensing
    1. Without the prior written consent of OB, such consent not to be unreasonably withheld or delayed, the Client shall not:
      1. sub-license, assign or novate the benefit or burden of this agreement in whole or in part;
      2. allow the API or API Data to become the subject of any charge, lien or encumbrance; and
      3. deal in any other manner with any or all of its rights and obligations under this agreement,
    2. OB may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Client.
    3. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    4. Notwithstanding 5 a party assigning any or all of its rights under this agreement may disclose to a proposed assignee, on a confidential basis, any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this 12.4 shall be made until notice of the identity of the proposed assignee has been given to the other party.
  5. Other Important Terms
    1. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    2. Remedies. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    3. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of,]any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    4. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under 13.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    6. Counterparts. This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.
    7. Third-party rights. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
    8. No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    9. Force majeure. Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six weeks, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.
    10. Notices. A notice given to a party under or in connection with this agreement shall be in writing and sent to the email address of the other party, as stated in clause 1 or as otherwise notified in writing to the other party. The notice shall be deemed to have been delivered at the time of transmission, though if this occurs outside business hours (being 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday) in the place of receipt, it shall be deferred until business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    11. Governing law and jurisdiction. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This licence has been entered into on the date stated at the beginning of it.