Privacy Policy

Last revised September 11, 2020

This privacy policy describes the ways that Schmidt Ocean Institute (“we” or “us”) collects,  uses, and shares information about you. This Privacy Policy applies when you use our websites that link to this Privacy Policy (“websites” or “sites”), engage with us on social media, or otherwise interact with us. We do not and will not sell, share, or rent this information in any way that is not outlined in this Privacy Policy.

The information we collect

How we use information

How we share information

Analytics

How we respond to do not track signals

Transfer of information to the United States and other countries

Your choices

Links to other websites

Changes to this policy

Data about Users Located in Europe

Questions or complaints?

The information we collect

Information You Provide to Us:  We collect information you provide directly to us. The types of personal information we collect may include your name, job title, affiliation, country, zip code, email address, username and password, photos, and any other information you choose to provide to us. Schmidt Ocean Institute does not require users to provide personal information to access most of the websites’ content.

For example, you may be required to provide your information to us if you wish to sign up for email lists, submit inquiries, apply for employment or a program that we offer, or take action on behalf of Schmidt Ocean Institute. It is clear when we are collecting information from you; for example, our contact form asks for your name and email address. This information is maintained by Schmidt Ocean Institute in accordance with this Privacy Policy. Schmidt Ocean Institute does not knowingly collect or maintain personal information from minors without the consent of a parent or guardian.

Information We Collect Automatically When You Interact with Us:  When you visit our sites, we automatically collect information from you such as cookies and device and usage information, like your IP address, browser details, and similar information used to understand how you use our websites. We (and our service providers) use tracking technologies, such as cookies and web beacons, to collect information about you. Cookies are small data files stored on your hard drive or in device memory that help us improve our websites and your experience, see which areas and features of our websites are popular, and count visits.

Information We Derive:  We may derive information or draw inferences about you based on the information we collect. For example, we may make inferences about your location based on your IP address.

How we use information

Schmidt Ocean Institute uses the information we collect about you to:

·            Provide, maintain, and improve the websites and the services you request;

·            Communicate with you by sending you newsletters, articles, service alerts or announcements, event invitations, and other information about Schmidt Ocean Institute or our programs that we believe may be of interest to you (see the Your Choices section below for information about how to opt out of these communications at any time);

·            Send you technical notices, security alerts, and support and administrative messages;

·            Respond to your comments and questions and provide support;

·            Process your application for employment or participation in one of our programs, panels, or board;

·            Monitor and analyze trends (such as which domains refer users to our sites), usage, and activities in connection with our sites;

·            Conduct research;

·            Provide personalized content where available;

·            Diagnose problems with our servers and debug to identify and repair errors in our websites;

·            Verify or enforce compliance with the policies governing our sites;

·            Protect against misuse or unauthorized use of our websites;

·            Detect, investigate, and prevent security incidents and other malicious, deceptive, fraudulent, or illegal activity and protect the rights and property of Schmidt Ocean Institute and others;

·            Comply with our legal and financial obligations; and

·            Carry out any other purpose described to you at the time the information was collected.

How we share information

We share personal information in the following circumstances or as otherwise described by this Privacy Policy:

·            We share personal information with vendors, service providers, and consultants that need access to personal information in order to perform services for us, such as companies that assist us with web hosting, fraud prevention, and communicating with you;

·            If you submit or post content in a public area of our sites, we share this information publicly on our sites;

·            We share personal information with entities and individuals who participate in our application selection process, and we may disclose the identity of chosen applicants publicly;

·            We disclose personal information if we are required to do so by law or in the good-faith belief that such action is necessary to comply with state and federal laws;

·            We may disclose personal information to respond to a court order, judicial or other government subpoena, or warrant in the manner required by the requesting entity;

·            We may share personal information if we believe that your actions are inconsistent with our user agreements or policies, if we believe that you have violated the law, if we believe it is necessary to protect the rights, property, and safety of Schmidt Ocean Institute, our users, the public, or others, or to take appropriate or necessary action against liability or fraudulent, abusive, or unlawful uses of our sites;

·            We may share personal information in connection with, or during negotiations concerning, any merger, sale of company assets, financing, or acquisition of all or a portion of our business by another company;

·            We may share personal information to protect the integrity of our information technology systems;

·            Personal information is shared between and among Schmidt Ocean Institute and our current and future parents, affiliates, and subsidiaries and other companies under common control and ownership; and

·            We share personal information with your consent or at your direction.

We do not sell your personal information to any third party. We also share aggregated or de-identified information that cannot reasonably be used to identify you.

Analytics

We allow others, such as Google Analytics, to provide analytics services on our behalf across the web. These entities may use cookies, web beacons, device identifiers, and other technologies to collect information about your use of our websites, including your IP address, web browser, pages viewed, time spent on pages, links clicked, and conversion information. This information may be use by Schmidt Ocean Institute and others to, among other things, analyze and track data, determine the popularity of certain content, and better understand your online activity.

Your choices

Account Information:  You may update and correct certain account information at any time by logging into your account, emailing us at sova@schmidtocean.org. If you wish to delete your account, please email us at sova@schmidtocean.org, but note that we may retain certain information as required by law or for our legitimate business purposes.

Communications Preferences:  You may opt out of receiving promotional emails from Schmidt Ocean Institute by following the instructions in those communications. If you opt out, we may still send you non-promotional emails, such as those about your account or our ongoing business relations.

Links to other websites

Our websites may contain links to third-party sites of interest. Once you have used these links to leave our websites, please note that we have no responsibility for that third-party site. This Privacy Policy does not govern third-party sites. The privacy policy belonging to the third party hosting a third-party site applies to any information that site might collect. We recommend you review that policy before interacting with that site. The inclusion of that link on our websites does not mean that Schmidt Ocean Institute endorses that site, its content, or the organization to which it belongs.

Changes to this policy

From time to time, we may change this Privacy Policy. If our information practices change at some time in the future, we will update the date at the top of this Privacy Policy and we will indicate at the top of the Privacy Policy when it was most recently updated. We encourage you to check back at our sites periodically to stay informed about our information practices and the choices available to you.

DATA ABOUT USERS LOCATED IN EUROPE

This section provides disclosures that apply specifically to personal data that Schmidt Ocean Institute has or will have about individuals who are located in the European Economic Area (“EEA”), Switzerland, or the United Kingdom. If you are located in one of these jurisdictions, you have certain rights and protections under the law regarding the processing of your personal data.

Controller Identity and Contact Details

The controller for purposes of this data is Schmidt Ocean Institute. You can contact us at info@schmidtocean.org.

Purposes of Data Processing

Please see the “How we use information” section discussed above.

Our Legal Basis for Processing

We process your personal data for the purposes described above and on the following lawful bases:

·            When we have legitimate interests in processing your personal data to operate our business or protect our interests, including without limitation reviewing applications from those invited to apply to conduct research aboard our ship, selecting panelists and board members, and facilitating the administration of our programs.

·            To perform our responsibilities under a contract with you.

·            To comply with our legal obligations.

·            From time to time, we may request your consent to process your personal data. When consent is the legal basis for our processing your personal data, you may withdraw such consent at any time.

Time Personal Data Stored

We will retain data about you for as long as is necessary for the purposes set forth above unless a longer period is required by law, or is necessary to resolve disputes, to protect our legal rights, or otherwise to comply with legal obligations.

Rights of Data Subjects

In certain cases, you may have the right to:

·            Correct or update your personal data that is inaccurate;

·            Restrict or limit the ways in which your personal data is processed;

·            Object to the processing of your personal data;

·            Request deletion of your personal data;

·            Obtain a copy of your personal data in an easily accessible format;

·            Withdraw your consent; and

·            Make a complaint to your national data protection authority.

If you would like to exercise any of these rights, email us at sova@schmidtocean.org

Required Data

You may be required to submit application data in order to potentially enter into certain contractual arrangements with Schmidt Ocean Institute. If you are selected to conduct research aboard our ship or participate on a panel or board, you may enter into contractual arrangements with Schmidt Ocean Institute.

Automated Decision-Making and Profiling

Schmidt Ocean Institute does not engage in automated decision-making or profiling using your personal data.

Questions or complaints? 

Please feel free to direct any questions or concerns regarding the privacy policy by contacting us at sova@schmidtocean.org. Please note “Privacy Policy” in the subject line of your e-mail.

If you have a concern about our processing of personal data that we are not able to resolve, you have the right to lodge a complaint with the Data Protection Authority where you reside. Contact details for your Data Protection Authority can be found using the links below:

For individuals in the EEA: https://edpb.europa.eu/about-edpb/board/members_en

For individuals in the UK: https://ico.org.uk/global/contact-us/

For individuals in Switzerland: https://www.edoeb.admin.ch/edoeb/en/home/the-fdpic/contact.html

Terms of Use

These Terms of Use were last modified on September 11, 2020.

These Terms of Use (“Terms”) apply to your access to and use of the websites (“websites” or “sites”) provided by Schmidt Ocean Institute (“we” or “us”). By accepting these Terms or by accessing and using the site, you agree that (1) You have read and agree to be bound by these Terms and (2) these Terms constitute a binding agreement between you and Schmidt Ocean Institute.  These terms include a mandatory arbitration provision and class action waiver in the “Dispute Resolution; Binding Arbitration” Section. If you do not agree to these Terms, do not use our website.

If you have any questions about these Terms, please contact us at sova@schmidtocean.org. For information about how we collect, use, share, and otherwise process information about you, please see our Privacy Policy [insert link].

Eligibility

You must be at least 18 years of age to use our websites. If you use our websites on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

User Accounts and Account Security

You may need to apply for and register for an account to access certain areas of our websites. We reserve the right to accept or reject an application for an account for any reason and in our sole discretion. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

User Content

(a)   Our websites may allow you and other users to create, post, store, and share content, including messages, text, photos, videos, and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Schmidt Ocean Institute.

(b)  You grant Schmidt Ocean Institute a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display your User Content and any name, username, or likeness provided in connection with your User Content in all media forms and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our websites, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.

(c)   You may not create, post, store, or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit, or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

Prohibited Conduct and Content

(a)   You will not violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort, and you are solely responsible for your conduct while using our websites. You will not:

·       Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;

·       Use or attempt to use another user’s account without authorization from that user and Schmidt Ocean Institute;

·       Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;

·       Sell, resell, or commercially use our websites;

·       Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our websites, except as expressly permitted by us or our licensors;

·       Modify our websites, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our websites;

·       Use our websites other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our websites or that could damage, disable, over burden, or impair the functioning of our websites in any manner;

·       Reverse engineer any aspect of our websites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our websites;

·       Use any data mining, robots, or similar data gathering or extraction methods designated to scrape or extract data from our websites;

·       Develop or use any applications that interact with our websites without our prior written consent;

·       Send, distribute, or post spam, unsolicited, or bulk commercial electronic communications, chain letters, or pyramid schemes;

·       Bypass or ignore instructions contained in our robots.txt file; or

·       Use our websites for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

(b)  You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, or share any User Content that:

·       Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;

·       Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law;

·       May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;

·       Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;

·       Impersonates, or misrepresents your affiliation with, any person or entity;

·       Contains any unsolicited promotions, political campaigning, advertising, or solicitations;

·       Contains any private or personal information of a third party without such third party’s consent;

·       Contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or

·       In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our websites, or may expose Schmidt Ocean Institute or others to any harm or liability of any type.

(c)   Enforcement of this section is solely at Schmidt Ocean Institute’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this section does not create any private right of action on the part of any third party or any reasonable expectation that the websites will not contain any content that is prohibited by such rules.

Ownership; Limited License

The websites, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, are owned by Schmidt Ocean Institute or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the websites are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sub-licensable, revocable license to access and use our websites for your own personal, noncommercial use. Any use of the websites other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein, and violate our intellectual property rights.

You may view, download, and print pages (or other content) from the websites for your personal use. You may not use material for commercial purposes; may not edit or otherwise modify material; republish in any manner, sell, rent, sub-license or redistribute material. All content contained in the websites owned by other parties may not be reproduced or modified without prior written consent of those parties.

Exceptions for content owned by the Schmidt Ocean Institute may be granted with the prior written consent of the Schmidt Ocean Institute. All requests should be directed to info@schmidtocean.org. Please state the subject as “Use of Website Materials.”

Trademarks

SCHMIDT OCEAN INSTITUTE and SCIENTIFIC OCEAN VEHICLES ALLIANCE and our logos, our product or service names, our slogans, and the look and feel of the websites are trademarks of Schmidt Ocean Institute and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on the websites are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Schmidt Ocean Institute or our websites (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Schmidt Ocean Institute’s sole discretion. You understand that Schmidt Ocean Institute may treat Feedback as nonconfidential.

Repeat Infringer Policy; Copy Right Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our websites infringes any copyright that you own or control, you may notify Schmidt Ocean Institute’s designated agent as follows:

Designated Agent:  Copyright Agent

Address:                  555 Bryant Street, #347

                                 Palo Alto, CA  94301

E-Mail Address:      legalteam@hillspire.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our websites is infringing, you may be liable to Schmidt Ocean Institute for certain costs and damages.

Third-Party Content

We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the websites (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Schmidt Ocean Institute does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Schmidt Ocean Institute and our officers, directors, agents, partners, and employees (individually and collectively, the “Schmidt Ocean Institute Parties”) from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to (a) your access to or use of the websites; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the websites. You agree to promptly notify the Schmidt Ocean Institute Parties of any third-party Claims, cooperate with the Schmidt Ocean Institute Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Schmidt Ocean Institute Parties will have control of the defense or settlement, at Schmidt Ocean Institute’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Schmidt Ocean Institute or the Schmidt Ocean Institute Parties.

Disclaimers

Your use of our websites is at your sole risk. Except as otherwise provided in writing by us, the websites and any content contained therein are for general information purposes only and are provided “as is” and “as available” without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Schmidt Ocean Institute does not warrant that the websites and any content contained therein are complete, accurate, reliable, current, suitable for any particular purpose, error-free, or available. Any reliance you place on such information is therefore strictly at your own risk. Nothing on the websites constitutes, or is meant to constitute, advice of any kind. While Schmidt Ocean Institute attempts to make your use of our websites and any content therein safe, we cannot and do not represent or warrant that our websites or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the websites.

Limitations of liability

(a)   To the fullest extent permitted by applicable law, in no event will Schmidt Ocean Institute and the other Schmidt Ocean Institute Parties be liable to you under any theory of liability--whether based in tort, contract, negligence, warranty, or any other legal theory--for any special, incidental, indirect, punitive, exemplary, or consequential damages or lost profits, even if Schmidt Ocean Institute or the other Schmidt Ocean Institute Parties have been advised of the possibility of such damages.

(b)  The total liability of Schmidt Ocean Institute and the other Schmidt Ocean Institute Parties for any claim arising out of or relating to these Terms or our websites, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our websites.

(c)   The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Schmidt Ocean Institute or the other Schmidt Ocean Institute Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Transfer and Processing Data

In order for us to provide our websites, you agree that we may process, transfer, and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Schmidt Ocean Institute and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

(a)   No Representative Actions. You and Schmidt Ocean Institute agree that any dispute arising out of or related to these Terms or our websites is personal to you and Schmidt Ocean Institute and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

(b)  Arbitration of Disputes. Except for small claims disputes in which you or Schmidt Ocean Institute seeks to bring an individual action in small claims court located in the county of your residence or disputes in which you or Schmidt Ocean Institute seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Schmidt Ocean Institute waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our websites, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Schmidt Ocean Institute you agree to first contact Schmidt Ocean Institute and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Schmidt Ocean Institute by email at legal@hillspire.com or by certified mail addressed to 555 Bryant Street, #347, Palo Alto, CA  94301. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Schmidt Ocean Institute cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by the American Arbitration Association (“AAA”) or, under the limited circumstances set forth above, in court. All Disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Santa Clara County, California unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this section, a “consumer” means a person using the websites for personal, family, or household purposes. You and Schmidt Ocean Institute agree that Disputes will be held in accordance with AAA rules and procedures then in effect.

(c)   You and Schmidt Ocean Institute agree that these Terms affect interstate commerce and that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms, and the AAA rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

(d)  The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute.  The arbitrator, Schmidt Ocean Institute, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared, and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. 

(e)   Each party will pay its own fees in connection with the arbitration, including filing fees, unless otherwise required by the AAA rules. You and Schmidt Ocean Institute agree that the state or federal courts of the State of California and the United States sitting in Santa Clara County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

(f)   Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Schmidt Ocean Institute will not have the right to assert the claim.

(g)  If any portion of this section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.

Governing Law and Venue

All claims, disputes, or disagreements which may arise out of the interpretation, performance, or in any way relate to the Terms or your use of the websites, and that are not subject to arbitration or cannot be heard in small claims court, shall be submitted exclusively to the jurisdiction of the state or federal courts located in San Jose (federal) or Santa Clara County (state), California and be governed by California law, except to the extent preempted by U.S. federal law, without regard to its or any other jurisdiction’s conflicts of law rules or principles.

Modifying and Terminating Our Websites

We reserve the right to modify our websites or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our websites at any time. We are not responsible for any loss or harm related to your inability to access or use our websites.

Additional Terms and Amendments

(a)   We may supply different or additional terms in relation to some of our websites, and those different or additional terms become part of your agreement with us if you use those websites. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

(b)  We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing a notice through our websites or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our websites after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our websites. Unless material changes are made to the arbitration provision under the Dispute Resolution; Binding Arbitration section, you agree that modification of the Terms does not create a new right to opt out of arbitration.

Severability

If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

Miscellaneous

The failure of Schmidt Ocean Institute to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights on any other person or entity. You agree that communications and transactions between us may be conducted electronically.

Questions?

Please feel free to direct any questions or concerns regarding these Terms by contacting us at sova@schmidtocean.org. Please note “Terms of Use” in the subject line of your e-mail.