Terms of Service

1. Acceptance of These Terms

These Terms of Service (“Terms”) are a legal agreement between you and Cortex Digital Studio LLC, doing business as “Córtex Digital” (“Cortex,” “we,” “us,” or “our”), the company that operates Ocean English (the “Platform”). By creating an account, subscribing, or using the Platform, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Platform.

If you use the Platform on behalf of a business, you represent that you are authorized to bind that business to these Terms.

2. Definitions

• Platform: the Ocean English software, website, mobile apps, dashboard, and all related features and content.
• Teacher (Account Holder): the individual or business that subscribes to Ocean English to run their own branded English school.
• Student: an end user invited by a Teacher to learn through the Teacher’s branded instance of the Platform.
• Content: any text, images, audio, video, exercises, or other material uploaded, created, or generated through the Platform.

3. Eligibility and Age Requirements

• To create a Teacher account you must be at least 18 years old and able to form a binding contract.
• The Platform is intended for Students aged 13 and older (or older if required by local law). It is not directed to children under 13, and Teachers must not enroll or knowingly collect personal information from children under 13.
• The Teacher is solely responsible for verifying the age of their Students and for obtaining any consents required by law (including, where a Student is a minor aged 13–17, any parental or guardian consent required in the Student’s jurisdiction).
• If we become aware of an account belonging to a child under 13, we may delete it and its associated data.

4. Accounts and Security

You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us immediately of any unauthorized use. We are not liable for losses caused by unauthorized use of your account.

5. The Service and Its White-Label Nature

Ocean English is a white-label platform that lets a Teacher operate their own branded English school. The Teacher owns and controls the relationship with their Students. As between Cortex and the Teacher:

• The Teacher is the party responsible for their Students, their teaching content, their pricing, and their compliance with laws applicable to their school.
• Cortex provides the underlying software and infrastructure only. Cortex is not a party to the relationship between a Teacher and their Students and is not responsible for the Teacher’s conduct, content, or obligations to Students.
• With respect to Student personal data, the Teacher acts as the data controller and Cortex acts as a data processor acting on the Teacher’s instructions, as further described in our Data Processing Addendum.

6. Teacher Responsibilities and Warranties

By using the Platform, the Teacher represents, warrants, and agrees that they will:

• Comply with all laws applicable to their school and their Students, including data-protection laws (such as GDPR, CCPA, and LGPD) and consumer-protection laws (such as the Brazilian Consumer Defense Code);
• Obtain all consents required to enroll their Students and to process their Students’ data, including parental/guardian consent for minor Students where required;
• Own or have the necessary rights and licenses to all Content they upload, and not upload Content that infringes any third party’s rights or violates any law;
• Not use the Platform to enroll Students under 13;
• Be responsible for the accuracy of information they provide to their Students;
• Indemnify Cortex as described in Section 16.

7. Acceptable Use

You agree not to, and not to allow any user to: (a) use the Platform for any unlawful, harmful, or fraudulent purpose; (b) upload malware or attempt to breach security; (c) reverse engineer, copy, resell, or create derivative works from the Platform except as expressly permitted; (d) upload infringing, defamatory, obscene, or illegal Content; (e) scrape or harvest data; or (f) misrepresent your identity or affiliation. We may suspend or terminate accounts that violate this section.

8. Subscriptions, Billing, Trials, and Cancellation

• Plans and fees. Access is provided on a subscription basis at the prices shown at sign-up. Payments are processed by Stripe; by subscribing you also agree to Stripe’s terms.
• Free trial. We may offer a free trial. Unless you cancel before the trial ends, your subscription will begin and the applicable fee will be charged.
• Auto-renewal. Subscriptions renew automatically at the end of each billing period until cancelled. By subscribing, you authorize recurring charges to your payment method.
• Cancellation. You may cancel at any time in your account settings; cancellation takes effect at the end of the current billing period.
• Refunds. Except where required by law, fees are non-refundable. However, if you are located in a jurisdiction that requires a mandatory cooling-off period (such as the 7-day right of withdrawal under the Brazilian Consumer Defense Code), you may cancel your subscription within that legally required timeframe for a full refund.
• Changes to pricing. We may change prices with prior notice; changes apply to the next billing period.
• Credits. Certain features consume monthly credits. Credits reset each billing period and, unless stated otherwise, do not roll over.

9. Intellectual Property

• Ownership of the Platform. The Platform, including all software, source code, design, user interface, the “Ocean English” name and logo, the characters (including Ridley, Finn, and Otto), the gamified “island” learning system, the AI-assisted features, and all related intellectual property, are and remain the exclusive property of Cortex Digital Studio LLC. Nothing in these Terms transfers any ownership of the Platform to any Teacher, Student, or third party. No license is granted except the limited right to use the Platform under these Terms while your subscription is active.
• Your Content. The Teacher retains ownership of the original Content they create. By uploading Content, the Teacher grants Cortex a worldwide, non-exclusive, royalty-free license to host, store, process, and display that Content solely to operate and provide the Platform.
• Feedback. If you send us suggestions or feedback, you grant us the right to use them without restriction or compensation.

10. AI-Assisted Features

The Platform includes AI-assisted features (for example, generating exercises and helping correct homework). These features are assistive tools, not a substitute for the Teacher’s professional judgment. AI output may be inaccurate or incomplete. The Teacher is expected to review and approve AI-generated content before it reaches a Student. Cortex does not warrant the accuracy of AI output and is not liable for decisions made in reliance on it.

11. Third-Party Services

The Platform relies on third-party providers, including Stripe (payments), OpenAI (AI features), Microsoft Azure (speech), Google Firebase (infrastructure/analytics), and video-conferencing providers. Your use may be subject to their terms, and we are not responsible for their acts or omissions.

12. Copyright Complaints (DMCA)

If you believe Content on the Platform infringes your copyright, send a notice with the information required by the DMCA to our Designated Copyright Agent at denise@thecortexdigital.com. We may remove infringing Content and terminate repeat infringers.

13. Privacy

Our handling of personal data is described in our Privacy Policy. For Student data, the Teacher acts as controller and Cortex as processor, as described in Section 5 and our Data Processing terms.

14. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Platform will be uninterrupted, error-free, or secure, or that any particular educational or business result will be achieved.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORTEX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, OR GOODWILL. CÓRTEX’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE AMOUNT YOU PAID TO CORTEX IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16. Indemnification

You agree to indemnify and hold harmless Cortex and its owners, officers, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your Content; (b) your use of the Platform; (c) your relationship with, and treatment of data of, your Students; (d) your violation of these Terms or any law; or (e) your failure to obtain required consents (including parental consent for minors).

17. Suspension and Termination

We may suspend or terminate your access if you violate these Terms, fail to pay, or create risk or legal exposure for us. You may stop using the Platform at any time. On termination, your right to use the Platform ends; sections that by their nature should survive (including Sections 9, 14, 15, 16, and 18) will survive.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. Any dispute will be resolved in the state and federal courts located in Broward County, Florida, and the parties consent to that jurisdiction and venue. However, if mandatory consumer protection laws in your jurisdiction (such as Brazil) prohibit the choice of Florida law or venue, those specific legal protections will remain applicable to you. CLASS ACTION AND JURY TRIAL WAIVER: To the fullest extent permitted by law, you and Cortex agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. Both parties expressly waive any right to a jury trial.

19. Changes to These Terms

We may update these Terms. When we do, we will revise the “Last updated” date and, for material changes, provide reasonable notice (for example, by email or in the app). Continued use after changes take effect means you accept the updated Terms.

20. Contact

Cortex Digital Studio LLC (d/b/a Córtex Digital)

Email: denise@thecortexdigital.com

133 N Pompano Beach, Apt 106, Pompano Beach, FL 33062 (Broward County)