Terms of Use

Preamble

Ocean One operates the Ocean One Platform (the "Platform"): a self-service platform for founders building software for the blue economy, reachable as a web application and through a connector for AI clients (the "Connector"). The Platform assesses a startup's investment readiness, identifies investors who may fit the startup from Ocean One's investor intelligence, and supports the startup's outreach to them. Ocean One may also introduce investors to the Startup personally.

The Startup wishes to use the Platform and Ocean One's introductions. This Agreement sets out the terms on which it does so.

1. The Platform

1.1 Access. Ocean One grants the Startup, for the term of this Agreement, access to the Platform and to those of its modules that Ocean One has enabled for the Startup. Ocean One may add, change or withdraw modules; it will not withdraw the Startup's access to its own data and documents without notice.

1.2 Free of charge. Use of the Platform as enabled at the date of signature is free of charge. Ocean One may offer additional, paid services through the Platform (for example a personal warm introduction or readiness coaching). Each is booked separately and expressly by the Startup, is never a condition of this Agreement, and does not reduce or replace the Success Fee under Section 3.

1.3 The Startup's own tools. Where the Startup connects its own mailbox, CRM, model key or other tools to the Platform, those tools are used only for actions the Startup itself triggers, and the credentials remain the Startup's. Ocean One never sends messages in the Startup's name from an Ocean One address.

2. Introductions

2.1 An investor is an "Introduced Investor" when any of the following applies:

(a) the Platform's matching proposed the investor to the Startup and the Startup added the investor to its shortlist in the Platform or through the Connector, which makes the investor's contact details available to the Startup — irrespective of whether or how the Startup then contacts the investor;

(b) Ocean One introduced the investor to the Startup personally (a warm introduction), whether or not through the Platform; or

(c) the investor was otherwise first brought into contact with the Startup by Ocean One during the term of this Agreement.

2.2 The Platform records, for each Introduced Investor, the date of the introduction and the way it occurred. That record is available to the Startup in the Platform at any time and is the Parties' primary evidence of an introduction.

2.3 An investor with whom the Startup can show a documented, substantive investment discussion that predates the introduction is not an Introduced Investor, provided the Startup notifies Ocean One in text form within fourteen (14) days of the Platform's proposal.

3. Success Fee

3.1 The Startup shall pay Ocean One a success fee (the "Success Fee") on the gross amount of equity, convertible or SAFE-style investment raised by the Startup from an Introduced Investor in a Success Fee Event, plus VAT where applicable, payable on completion (financial close) of the relevant funding round. The rate depends on how the investor was introduced:

(a) one percent (1 %) where the investor is an Introduced Investor under Section 2.1(a) or 2.1(c) — an introduction through the Platform or the Connector;

(b) two percent (2 %) where the investor is an Introduced Investor under Section 2.1(b) — a personal warm introduction by Ocean One.

Where both apply to the same investor, the rate under (b) applies once; the rates are not cumulative.

3.2 A "Success Fee Event" occurs where the Startup completes a funding round, or receives a binding investment commitment that subsequently completes, from an Introduced Investor within twenty-four (24) months after the date of that investor's introduction as recorded under Section 2.2 (the "Tail Period"). The Success Fee applies once per Introduced Investor per funding round, including follow-on investments by the same investor that complete within the Tail Period, and is calculated on the gross amount actually raised from that investor, before deduction of fees, costs or expenses.

3.3 The Startup shall notify Ocean One promptly, and in any event within fourteen (14) days, upon entering into a binding investment commitment that may give rise to a Success Fee Event, and shall provide reasonable evidence of the amount raised and the identity of the relevant investor(s) upon request (for example the signed term sheet or an extract of the capitalisation table).

3.4 Ocean One will invoice the Success Fee on completion; the invoice is payable within fourteen (14) days of receipt.

4. Data and confidentiality

4.1 What the Platform stores. To provide the Platform, Ocean One stores the Startup's profile, the documents the Startup uploads (such as pitch decks), the analyses and reports the Platform produces, the investor lists and outreach drafts the Startup creates, and technical metadata of the Startup's mail connection (never the content of the Startup's mailbox beyond the drafts the Startup sends through the Platform).

4.2 Processors. Ocean One uses the following categories of processors, each under a data processing agreement and, where the processor offers it, in European data centres: cloud hosting and storage, large-language-model providers for analyses, transactional e-mail, and customer-relationship-management software. The current list is available in the Platform's privacy notice.

4.3 The Startup's credentials. Credentials the Startup connects (Section 1.3) are stored encrypted, used only for the Startup's own actions, and deleted when the Startup disconnects the tool or deletes its account.

4.4 Deletion. The Startup may delete its data and account in the Platform at any time. Ocean One retains this signed Agreement and the evidence of its signature (Section 8) for the statutory limitation period, and the record of introductions (Section 2.2) for the Tail Period.

4.5 Confidentiality. Each Party shall keep confidential all non-public information disclosed by the other Party in connection with the Platform, including business, financial and investor information, and shall not disclose it to third parties except as required to provide the Platform, to pursue an introduction the Startup has requested, or by law. The Startup shall not extract, scrape, resell or otherwise make available to third parties the investor information shown to it in the Platform. This obligation survives termination for two (2) years.

4.6 Personal data. Each Party is responsible for its own compliance with data protection law in respect of the personal data it processes. For personal data of the Startup's representatives that Ocean One processes to operate the Platform, Ocean One is the controller; the Platform's privacy notice applies.

4.7 Deal flow. Ocean One may record the Startup's name, website, the account holder's name and e-mail address, and the Platform's analyses of the Startup (score, verdict and principal findings) in its internal deal-flow system, and use them to assess the Startup as a potential investment and to prepare introductions the Startup requests. This does not permit sharing them with third parties beyond Section 5.

5. Intellectual property

All materials, frameworks, templates, analyses, scoring methodology and software provided by Ocean One as part of the Platform remain the property of Ocean One. The Startup retains all rights in its own intellectual property, business materials and data; it grants Ocean One the right to process them to provide the Platform and, where the Startup requests an introduction, to share them with the relevant investor.

6. Liability

6.1 Ocean One acts in an analytical, advisory and facilitating capacity only. Analyses, scores, readiness verdicts and investment notes produced by the Platform are generated with the assistance of AI systems on the basis of the material the Startup provides; they are opinions, not investment, legal or financial advice, and not a guarantee of funding. The Startup remains responsible for what it sends to investors.

6.2 Nothing in this Agreement constitutes a guarantee of investment, and Ocean One accepts no liability for the outcome of any fundraising process or investor introduction.

6.3 Neither Party shall be liable for indirect or consequential damages arising from this Agreement, except in cases of wilful misconduct or gross negligence.

7. Term and termination

7.1 This Agreement commences on the date of signature and runs for an indefinite period. Either Party may terminate it with four (4) weeks' notice in text form (including through the Platform or by e-mail).

7.2 Ocean One may suspend the Startup's access with immediate effect in case of a material breach of this Agreement, including conduct that damages the reputation of the Platform or of Ocean One, or a breach of Section 4.5.

7.3 The obligation to pay any Success Fee arising from a Success Fee Event survives termination or expiry of this Agreement throughout the Tail Period for every introduction recorded before the end of the term.

8. Form and electronic signature

8.1 The Parties agree that this Agreement is validly concluded in electronic form through the Platform. The Startup's representative signs by confirming their name, confirming that they have read and accept this Agreement, and applying a signature (drawn or typed) in the Platform. Ocean One's signature is applied by the Platform on behalf of Ocean One's managing director as recorded below.

8.2 The Platform records as evidence of the signature: this Agreement's template version and the cryptographic hash of the exact text shown, the signer's verified account (e-mail address and sign-in provider), the typed name, the confirmation, the signature image, the server timestamp, the signer's IP address and browser identification. Ocean One provides the signed Agreement as a PDF document to both Parties immediately after signature.

8.3 Amendments to this Agreement require text form (including e-mail) to be valid.

9. General

9.1 This Agreement constitutes the entire agreement between the Parties regarding the Startup's use of the Platform and Ocean One's introductions, and supersedes all prior discussions on this subject.

9.2 Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions.

9.3 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The Parties irrevocably agree that any dispute arising out of or in connection with this Agreement shall be submitted exclusively to the courts of the City of Hamburg, Germany.

9.4 The English text of this Agreement is binding. A German translation may be provided for information.