SALES POLICY -- TERMS AND CONDITIONS

(as of 8/17/14)

By purchasing a product, the customer agrees to the terms of this Sale Policy (“Policy”).

Licensing

Ocean First Education, LLC, a Colorado limited liability company, (“Licensor” or “OFE”) has developed online educational courses and books that are offered through Licensor’s website www.oceanfirsteducation.com.  Upon purchase by customer, Licensor grants to customer (“Licensee”), and Licensee hereby accepts, a limited, non‑exclusive, non‑transferrable right to use the educational materials (the “Licensed Material”) according to the terms of this Policy.  Licensor retains ownership of all rights not expressly granted herein.

The territory for this License shall be worldwide, without limitation.

Licensor shall: (a) own all intellectual property rights to sell the Licensed Material; (b) provide the Licensed Material to Licensee in a format agreeable to both parties; and (c) provide timely guidance and consultation on the Licensed Material to Licensee upon reasonable request.

Licensee shall: (a) pay Licensor the required fees; (b) cooperate with the Licensor as necessary to maintain quality of the Licensed Material and protect the Licensor’s intellectual property; and (c) comply with all other terms and provisions of this Policy.

Licensee agrees that all services rendered and/or goods provided by Licensee in connection with the Licensed Materials shall be advertised, offered and provided in a high quality manner consistent with the quality control standards established by Licensor from time to time.  Licensee agrees that it shall conduct all business associated with the Licensed Materials in a manner that: (a) complies with all applicable statutes, laws, regulations, and rules; (b) adheres to the appropriate ethical standards pertaining to Licensee’s businesses and operations; and (c) does nothing to bring disrepute to or damage Licensor’s businesses and operations. 

Licensee further agrees to cooperate with Licensor in monitoring Licensee’s use of the Licensed Materials, and to supply Licensor with specimens of, and access to, Licensee’s uses of the Licensed Materials upon Licensor’s request.  If Licensor reasonably determines that Licensee’s use of the Licensed Materials is inconsistent with the terms of this Agreement, then: (a) Licensor shall notify Licensee in writing detailing Licensor’s concerns; and (b) Licensee shall, as soon as reasonably practicable, but in no event later than ten (10) business days after Licensee receives notice from Licensor, modify its use of the Licensed Materials in accordance with Licensor’s requests and the terms and provisions of this Agreement.

Subject to the License granted herein, Licensor shall retain all rights in and to the Licensed Material.  Licensee agrees to cooperate in good faith with Licensor and to comply with all reasonable instructions from Licensor for the purpose of securing and preserving the rights of Licensor in and to the Licensed Material.  Licensee shall include a copyright notice in the footer of all web pages on which the Licensed Material is evident, to read, “© 2014 Ocean First Education, LLC.  Used with permission.”  Licensee acknowledges that the Licensed Material is owned solely by Licensor.  All use of the Licensed Material by Licensee and the goodwill associated therewith shall inure to the sole benefit of Licensor for purposes of copyright and other intellectual property rights.

Licensor shall have no obligation to update the Licensed Materials, notwithstanding that a newer version of the Licensed Materials may have been developed.  In the event that Licensor makes a newer version Licensed Materials available to Licensee, Licensee agrees that such newer version of the Licensed Materials shall be defined as additional Licensed Material.

Licensee may not rent, lease, lend, sell, redistribute, or sublicense the Licensed Material.

Licensee schools and others who purchase courses for students enrolled in a school are granted a license for one year from the date of purchase on a fee determined on a per student per course basis.

Licensees who purchase a book and Licensees who are not schools and who purchase a course for non-school uses are granted a license granted a license with no term.

Upon termination of this grant of a License, all rights and obligations of the parties granted by this Policy shall end except that any obligation in this Policy that, by its terms, is intended to be performed after termination shall survive the same, including but not limited to the payment of any fees then due.

Licensee acknowledges that this is a non‑exclusive license, and that Licensor may enter into similar agreements with one or more other third parties.  Licensee may not sublicense any rights to use the Licensed Material to any third parties without the prior written consent of Licensor, which may be withheld in Licensor’s sole discretion. 

Confidentiality

Licensee recognizes and agrees that disclosure of information that is non-public, confidential, or proprietary (“Information”), whether related to this License or otherwise, could cause irreparable damage to the parties involved.  Consequently, the parties agree to keep confidential any Information related to the business of the other party, unless disclosure is required by law or judicial process, or such information becomes publicly known.  The parties agree that, in addition to any other remedies that a party may be entitled to at law or in equity, a party is entitled to seek an injunction or injunctions to remedy any breach of this paragraph and/or to compel specific performance under this paragraph.

Indemnity

Licensee agrees to indemnify, defend at its expense, and hold harmless Licensor and its owners, directors, officers, managers, agents, contractors and employees against any and all Losses, based on, arising out of, resulting from, or in connection with: (a) any breach by Licensee of this Policy, or (b) any business conducted by Licensee.

Prices

Listed product prices do not include tax (if applicable), shipping, and fees, if any.  OFE reserves the right to change prices at any time and to correct prices that may inadvertently occur.

Payment

Payments in full are due before any product will be delivered or made accessible online to any customer.  Designated credit and debit cards and checks are acceptable.  All other forms of payment are not acceptable.

For schools with multi-student agreements, within 30 days after student enrollment triggers a payment obligation, Licensee shall pay the royalty fee due to Licensor for such enrollment.  Upon written request from Licensor, Licensee shall give Licensor free access to all of Licensee’s books and records to confirm any calculation of royalty fee due pursuant to this paragraph.  A service fee of eighteen percent (18%) per annum will be charged on any past due amounts.

Returns

  • Return request must be made within 15 days of delivery.
  • All returns require a Return Authorization (RA) number to be processed.  Please contact us at info@oceanfirsteducation.com to receive your RA number.
  • All returns must be received in new condition.
  • You may cancel an order at any time as long as it has not been delivered electronically or shipped by ground or air.

Refunds

  • Refund request must be made within 15 days of delivery.
  • Refunds are paid if all conditions of this Policy are met.

Shipping

  • All orders that require shipping will have shipment charges added.  
  • Charges are based upon weight, class, accessorial fees, and delivery zip code.
  • In stock items will ship within 2 business days.
  • Tracking numbers will be available when products are shipped.
  • Please inspect all shipments upon delivery.  If damage is discovered please refuse shipment and contact.  Do not sign for delivery if you are in doubt. If unsure, please contact Ocean First Education.

Limits on Damages

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR CLAIMS FOR DAMAGES INCURRED BY USER OR ANY THIRD PARTY. THE MAXIMUM LIABILITY OF LICENSOR FOR DAMAGES IN CONNECTION WITH THIS LI­CENSE AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR UNDER THIS POLICY.

No Representation or Warranty

NOTWITHSTANDING ANY OTHER PROVISION OF THIS POLICY TO THE CONTRARY, ALL LICENSES THAT ARE PART OF THE SALE ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE: (A) AS TO THEIR VALUE OR FREEDOM FROM ENCUMBRANCE; (B) AS TO ANY WARRANTY (EXPRESS OR IMPLIED, ORAL OR WRITTEN) OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT A PARTY KNOWS OR HAS REASON TO KNOW ANY SUCH PURPOSE), OR ANY OTHER MATTER, INCLUDING THE COMPLETENESS OR SUFFICIENCY OF THE MATERIALS LICENSED HEREUNDER, WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE; OR (C) AS TO THE LEGAL SUFFICIENCY TO GRANT ANY RIGHTS THEREIN.  LICENSOR AND LICENSEE HEREBY ACKNOWLEDGE AND AGREE THAT ALL LICENSES IN THIS AGREEMENT, INCLUDING WITH RESPECT TO ANY ASSOCIATED INTELLECTUAL PROPERTY RIGHTS, ARE BEING GRANTED “AS IS.”  Licensee hereby represents and warrants to Licensor that, as of the date of this Agreement, the consummation of the transactions contemplated hereby shall not constitute or result in a violation or breach of any contract or other instrument or document to which Licensee is bound.

Miscellaneous

The failure of a party to enforce at any time any of the provisions of this Policy shall in no way be construed to be a waiver of any such provision, or in any way to affect the validity of this Policy.  No waiver of any breach or default under this Policy shall be a waiver of any other or subsequent breach or default.

This Policy shall be governed, interpreted and construed in accordance with the laws of the State of Colorado and the parties hereto agree that the Courts of the State of Colorado and the United States District Court for Colorado shall have exclusive jurisdiction over the parties hereto, concerning the duties, rights, obligations and liabilities arising under this Policy.  The parties hereto consent to such jurisdiction.

Support

Licensor is under no obligation to provide pedagogical support for the Licensed Material.  Licensor is under no obligation to provide use support for the Licensed Material.  Licensor will provide technical support for one year from the date of purchase if there are technical problems with the Licensed Materials.

Customer Agreement with Other OFE Policies

By purchasing an OFE product or service, Customer agrees to the OFE Privacy Policy, the OFE policy on Website Terms of Use, and the OFE Policy on Rights and Permissions, each of which is hereby incorporated by reference as if they were fully set forth in this Sale Policy.