The Oodle Exchange provides members of the Oodle Marketplace access to Digital Currency to enhance and change how members can transact globally with Digital Assets.
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Terms of use
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OF THE SOFTWARE, EMPLOYEES AND AFFILIATES OF OODLE MARKET PLACE FZC, COPYRIGHT HOLDERS, OR OODLE MARKET PLACE FZC SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
IN NO EVENT WILL OODLE MARKET PLACE FZC OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Intellectual Property
OODLE MARKET PLACE FZC AND OR ITS AFFILIATES retain all right, title, and interest in and to the Content and all of OR OODLE MARKET PLACE FZC brands, logos, and trademarks, including, but not limited to, OODLE MARKET PLACE, OODLE PAY AND OODLE EXCHANGE and variations of the wording of the aforementioned brands, logos, and trademarks.
Choice of Law
This Agreement, and its application and interpretation, shall be governed exclusively by the laws of United Arab Emirates, without regard to its conflict of law rules. You consent to the exclusive jurisdiction of the federal and provincial courts located in the United Arab Emirates for any dispute arising under this Agreement.
Severability
In the event any court shall declare any section or sections of this Agreement invalid or void, such declaration shall not invalidate the entire Agreement and all other paragraphs of the Agreement shall remain in full force and effect.
Binding Agreement
The terms and provisions of this Agreement are binding upon Your heirs, successors, assigns, and other representatives. This Agreement may be executed in counterparts, each of which shall considered to be an original, but both of which constitute the same Agreement.
You assume any and all risks associated with the use of the Software. We reserve the right to modify this Agreement from time to time.
Member Terms of Use
TERMS UPDATED ON DECEMBER 27TH 2021
These Members Terms of Use (“the Terms”) govern your use of the products, services or any other features, technologies or functionalities (the “Services”) provided by OODLE MARKET PLACE FZC (OODLE MARKET PLACE, we, our, or us) through OODLE MARKET PLACE FZC’s website, API or through any other means. The terms “you” and “your” refer to the merchant to which we will be providing the Services and the person signing below or otherwise agreeing to the Terms on behalf of the merchant. Please read the Terms carefully; by using the Services, you agree to the Terms and confirm that you accept them.
1. The Services
We are a blockchain platform. We enable you to accept cryptocurrency as payment for goods or services, and process cryptocurrency payments that you receive from your customer (Purchaser). We are not a crypto exchange or a place to purchase or sell cryptocurrencies. Our Services are only available to businesses that sell a product or service that become a member of the OODLE MARKET PLACE. By using the Services, you authorize us to act as your agent so we may receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary to provide the Services and to comply with applicable law. Payment by Purchaser to OODLE MARKET PLACE FZC will be considered the same as payment made directly to you and will extinguish the Purchaser’s outstanding obligation, to the extent of the payment.
2. Registration
2.1 Generally
In order to use the Services, you must open a OODLE MARKET PLACE membership account. When you open a membership account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, and your company’s website along with your businesses company documents. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten business (10) days of any changes to such information. We may require additional information from you (including any person signing below or otherwise agreeing to the Terms on behalf of the member to help verify your identity and assess your business risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the sole right to reject your membership and or to later close you're your membership account, in our sole discretion and if you do not provide us with accurate, complete, and satisfactory information.
OODLE MARKET PLACE FZC is an Agent of Alt5 Sigma, Inc. that is registered with FinCEN in the United States and Fintrac in Canada as a money transmitter. As an Agent of Alt5 Sigma, OODLE MARKET PLACE FZC is required to comply with the Bank Secrecy Act, which requires that we verify member identities, maintain records of currency transactions for up to five years and report certain transactions. If a members account is closed by OODLE MARKET PLACE FZC or at the request of Alt5 Sigma, even without completing the onboarding process or performing a transaction, records must be held as prescribed by law.
2.2 Guarding your Password
You will choose a password when registering your membership. You are responsible for maintaining the confidentiality of your password and account access information. You are fully responsible for all activities that occur with the use of your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security. If you share your password with others, we will not be liable for any loss that you may incur because of someone else using your password or account, either with or without your knowledge. You may not allow other merchants to use your account. You may not use anyone else’s password at any time.
3. Your Sales
3.1 Daily Transaction Volume Limits
OODLE MARKET PLACE FZC imposes daily and annual transaction processing limits on members. When you register for a OODLE MARKET PLACE membership account, you will be enabled to transact at the Basic Tier level. At OODLE MARKET PLACE FZC discretion and based on OODLE MARKET PLACE FZC risk assessment of your business, transaction capabilities may not be enabled until additional documentation or information regarding you and your business is collected and verified. Requests to increase your processing limit will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.
3.2 Invoices and Records
You must keep all records needed for fulfilling the goods or services sold to other members and providing any post-sale support to these members. If the sale of the item requires any government registration of the sale, you are responsible for such registration. OODLE MARKET PLACE FZC is required to maintain records of all documentation and information collected for your membership account for the duration that your account is active, and up to 5 years thereafter.
3.3 Customer Verification
Consistent with your local laws and regulations, you are solely responsible for obtaining any information required of those members who purchase your goods or services. For instance, if applicable law prohibits a sale to persons under the age of 18 years, you must ensure that that member is a Purchaser who is at least 18 years of age. Similarly, if applicable law requires that a Purchaser’s identity be verified, you must verify that members Purchaser identity. We will not be responsible for your failure to adequately verify your Purchasers’ identities or qualifications.
3.4 Representation and Warranties
Use of the Services is subject to the laws and regulations of the United States and Canada regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of the Services would and will comport with such laws and regulations, including, without limitation, the sanctions programs administered by the Office of Foreign Assets Control of the United States Department of the Treasury.
Your use of the Services is also subject to the following important restrictions:
3.5 Our Right to Reject
We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other members, Purchasers, or other parties to harm. If we reasonably suspect that your OODLE MARKET PLACE FZC membership account has been used for an illegal purpose, you authorize us to share information about you, your OODLE MARKET PLACE FZC membership account, and your membership account activity with law enforcement.
3.6 Our Right to Inspect
We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your OODLE MARKET PLACE FZC membership account.
4. Third Parties
4.1 Your Use of Third-Party Services
In using the OODLE MARKET PLACE website or the Services, you may be offered services, products and promotions provided by third parties or other members. If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding, and complying with the associated terms and conditions. We expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or servicers.
4.2 Security
We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law.
5. How we Collect, Use and Share Information
To provide the Services, we may share information about you and your OODLE MARKET PLACE membership account with third parties, including but not limited to your bank and other members and or Purchasers.
5.1 Verification of Your Identity
To verify the information, you submit via the membership account registration process as detailed in Section 2.1 (Generally) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so.
From time-to-time OODLE MARKET PLACE FZC may engage third parties to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures.
6. Our Ownership of the Services and the Oodle Market Place Website
You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the OODLE MARKET PLACE website, the content displayed on the website, and other materials produced by and related to the OODLE MARKET PLACE, OODLE PAY and OODLE EXCHANGE (collectively, the OODLE MARKET PLACE IP). You are only permitted to use the Services and the OODLE MARKET PLACE IP to trade and accept and receive payments, according to these Terms. When you accept the Terms, we grant you a personal, limited, revocable and non-transferable license to use the OODLE MARKET PLACE IP, without the right to sublicense. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the OODLE MARKET PLACE IP or any portion thereof, or use the OODLE MARKET PLACE IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the OODLE MARKET PLACE IP, nor shall you translate, reverse engineer, decompile or disassemble the OODLE MARKET PLACE IP.
7. Advertising
By using the Services and the OODLE MARKET PLACE IP, we may publish your corporate name, URL, artwork, text, logo, and other publicly available information about your business (“Merchant Content”) to the OODLE MARKET PLACE’s promotional material section and any and all other marketing channels without seeking your permission. A third party may use OODLE MARKET PLACE’s publicly-available membership content and tailor the data to create entries for directories or other channels, and the data listed on third party directories or channels will be subject to separate third party terms of use.
You represent and warrant to us that you have the right to provide the membership Content to us, and that the use, copying, modification and publication of the membership Content by us: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.
8. Invoices & Settlement
8.1 Invoice Generation and Exchange Rate Guarantee
The OODLE MARKET PLACE IP hosted invoice UI shall be used. To create an invoice you may post a request to OODLE MARKET PLACE to collect a specific amount in your local currency, such as Dollars or Euros, or in any of the supported cryptocurrencies. The OODLE MARKET PLACE will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the other member you are selling too We guarantee the exchange rate to you if the Purchaser pays within the proper time window (of 15 minutes) after the invoice is created. Invoice timeout information is clearly displayed on each B OODLE MARKET PLACE invoice. While we guarantee the exchange rate if the Purchaser pays within such time window, you agree that you assume the volatility risk of your local currency or the applicable cryptocurrency. For instance, if you ask us to collect $150, and the Purchaser sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly $150, minus our fee if applicable. We do not, however, guarantee the value of the U.S. dollar.
For any payments that are made using the bitcoin blockchain, an invoice is considered complete by us after the payment has six (6) block confirmations. You have the option to inform your Purchaser, the other member, earlier about the status of the invoice; please note that OODLE MARKET PLACE is not liable for settling invoices with a payment that never receives six (6) block confirmations. OODLE MARKET PLACE employs techniques to detect payments that are at risk of never receiving six (6) bitcoin block confirmations, however these measures do not eliminate the risk associated with unconfirmed payments.
8.2 Fees
8.2.1 Transaction Fees and Costs
We will charge service and or transaction fees for members transactions on based on available plans and monthly transaction volumes. Members paying Service Fees may have these fees offset against their applicable ledger balances.
If you issue a full or partial refund to your paying member, the miner fee amount may be deducted from your member ledger balance. The deduction will be added as a separate entry in your OODLE MARKET PLACE ledger after the refund is executed.
8.2.2 Members Other Fees
Network Costs
OODLE MARKET PLACE may incur a cost (“Network Cost”) to sweep an incoming cryptocurrency payment. These Network Costs are included in the invoice total and are paid by the Purchaser, the other member. The Network Costs are not returned when a refund is executed. Purchaser, the other member, has the discretion to decide to pay or not pay an invoice after it has been created.
Miner Fees
Cryptocurrency transactions may require a miner fee. These miner fees are automatically created by the Purchaser’s, the other members wallet and sent to the miner. These miner fees are not OODLE MARKET PLACE fees. The miner fees paid to the Network are not returned when a refund is executed.
We reserve the right to change our fee structure and pricing. Your continued use of the Services after we notify you of any changes in our fees constitutes your acceptance of such change.
8.3 Methods of Settlement
We will verify the Purchaser’s, other members payments over the cryptocurrency peer-to-peer payment network and post the balance to your membership accounting ledger, according to your preference settings. The debits and credits to your accounting ledger are funds temporarily held by OODLE MARKET PLACE until settlement to your bank account can take place. You can receive a settlement in supported fiats or any of the supported cryptocurrencies, or in a mixture of both. You assume volatility risks of the currency in which you choose to settle with the other member.
8.3.1 Settlements in Local Currencies
Direct deposit to a bank account in a local currency may be available to members located in certain countries that approve such payments to their banks. If you wish to receive direct deposit settlements, you must provide us with valid bank account information and keep such information current. We may periodically send you as a member, a wire transfer to your bank account, to clear out your accumulated ledger balance periodically. If you are accepting any portion of your settlement in a supported cryptocurrency, we may instead periodically settle to your wallet. Minimum settlement amounts apply; We will charge you the applicable wire fees. Settlements might be initiated from a bank account held in the name of OODLE MARKET PLACE or affiliate company.
8.3.2 Your Bank Account
You must provide us with written notice at least fourteen (14) business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties.
8.3.3 Settlements in a Supported Cryptocurrency
Any supported cryptocurrency accepted by OODLE MARKET PLACE on your behalf must be settled to a cryptocurrency wallet that you have provided. Payments in any of the supported cryptocurrencies are sent to your designated wallet address, periodically. OODLE MARKET PLACE is not liable for any losses incurred because of improperly reported or designated wallet addresses that you provide.
8.3.4 Refund Reserve
With your explicit consent, OODLE MARKET PLACE can set a refund reserve. You can use the refund reserve to refund OODLE MARKET PLACE invoices (e.g., when goods/services are not delivered) or to fund cryptocurrency payout requests. Once the refund reserve is set, OODLE MARKET PLACE does not settle the refund reserve amount. Pending refunds are deducted from your refund reserve. If no refund reserve is set, pending refunds will be deducted from the settlement amount.
OODLE MARKET PLACE FZC does not own or control the underlying software protocols that govern the operation of cryptocurrencies supported on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for unsupported payments, coins, tokens, or blockchain forks, collectively known as Unsupported Payments (“UP”). OODLE MARKET PLACE FZC assumes absolutely no responsibility whatsoever in respect to UP. OODLE MARKET PLACE is only liable for the cryptocurrency ledger balance selected in your refund reserve or payout preference.
8.3.5 Settlement Minimum
OODLE MARKET PLACE FZC settles once the settlement amount is above the settlement minimum..
8.4 Payment Exceptions
In certain situations when an invoice is not fully paid or overpaid, it will result in a payment exception.
OODLE MARKET PLACE FZC incurs miner fees to refund a payment. If the Purchaser requests a refund for a Payment Exception, OODLE MARKET PLACE FZC will deduct the miner fees from the refund amount.
8.4.1 Underpayments
Underpayments occur when the Purchaser, other member, sends less than the full amount required to mark the invoice as fully paid. Since the invoice is not fully paid or complete, the funds do not get applied to the members ledger. OODLE MARKET PLACE will send an email to the Purchaser allowing the Purchaser to request a refund for the partial payment. The Purchaser, other member, can also request a refund of the partial payment directly from the invoice. OODLE MARKET PLACE will adjust the invoice price to the amount paid, instead of refunding the underpayment.
8.4.2 Overpayments
Overpayments occur when an invoice receives excess funds. In cases such as this, this invoice passes through the state of being paid in full and is marked as an overpayment. Once the invoice is status is “complete”, the funds to mark the invoice as fully paid are applied to the member ledger. However, the excess funds are not applied. OODLE MARKET PLACE will send an email to the Purchaser, other member, allowing the Purchaser to request a refund for the excess funds. The Purchaser also can request a refund of the excess funds directly from the invoice.
8.4.3 Orphan Payment
Orphan Payments occur when a transaction is received outside the time window referenced in Section 8.1 (Invoice Generation and Exchange Rate Guarantee). Any payments sent to the expired address will show up in OODLE MARKET PLACE OODLE Pay system as an orphan payment. For more information or to resolve orphaned payments, either you or the Purchaser, other member, will need to contact us at support@oodlemarket.com with the appropriate information.
8.4.4 Unsupported Payments
For an overview of the currently supported cryptocurrencies, please refer to www.oodlepay.com. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for any digital assets. Members should not pay any OODLE MARKET PLACE invoice or send un-supported cryptocurrencies to a OODLE Pay address. If a member transmits a un-supported cryptocurrencies, the member will lose any perceived value in the un-supported cryptocurrencies. Additionally, the member and the Purchaser, other member, agree that OODLE MARKET PLACE FZC assumes no responsibility whatsoever in respect to those un-supported cryptocurrencies and the member and the Purchaser, other member will not be able to recover the un-supported cryptocurrencies from OODLE MARKET PLACE. OODLE MARKET PLACE FZC assumes absolutely no responsibility whatsoever in respect to un-supported cryptocurrencies.
8.4.5 Unclaimed Property
If a payment exception is made and OODLE MARKET PLACE FZC receives cryptocurrency, and OODLE MARKET PLACE is unable to contact you or the Purchaser, other member, and has no record of you or the Purchaser’s, other membrs use of the Services for several years, applicable law may require OODLE MARKET PLACE FZC to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, OODLE MARKET PLACE FZC will try to locate you or the Purchaser, other member, using the notification information shown in our records, but if OODLE MARKET PLACE FZC is unable to locate you or the Purchaser, other member, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. OODLE MARKET PLACE FZC reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, in its sole discretion.
8.5 Certain Deferrals
If we need to investigate or resolve any pending dispute related to your OODLE MARKET PLACE membership account, we may delay settlement or restrict access to your funds while we do so. Additionally, we may delay settlement or restrict access to your funds if required to do so by law, court order or at the request of law enforcement.
8.6 Account Information
You will have access to account information detailing your ledger and transaction and settlement history through your membership account. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting.
9. Refunds and Adjustments
9.1 Refund Procedures
OODLE MARKET PLACE FZC can facilitate cryptocurrency refunds on your behalf. You can decide to issue a partial refund or refund the full amount of the initial purchase. You can also decide whether to issue the refund denominated in supported fiat currency or in a supported cryptocurrency. If you do not have enough funds in your OODLE MARKET PLACE account to cover the refund, OODLE MARKET PLACE FZC will require you to deposit a cryptocurrency or fiat to OODLE MARKET PLACE FZC to cover the refund to the Purchaser, other member. Any required currency conversion during the refund process will be calculated at a spot rate determined at the time by OODLE MARKET PLACE FZC.
9.1.2 Requirement of Invoice ID or Tag to Ensure Refund of Payment Exceptions for XRP
Because all XRP invoices share the same address, you must ensure that payment transactions include either an invoice ID or return the same value sent in the original tag by OODLE MARKET PLACE so we can identify your payment. At least one of the required invoice ID or the original value in the tag fields will be included along with the invoice. If a purchaser is using a payment-protocol enabled wallet, the invoice ID will automatically be included in any XRP transaction. If an XRP transaction is sent to our account without either the invoice ID tag or the tag information, there is no guarantee that we can determine who it came from and therefore the OODLE MARKET PLACE FZC will not be able to provide a refund.
9.2 Disclosure of Your Refund Policy
OODLE MARKET PLACE FZC is not responsible for member refund policies. We do suggest members have a clear refund policy for their sales to other members (including, if applicable, “no refunds are allowed as all sales are final”). For certain industries, a refund policy may not be applicable (e.g. where a service is provided). If refunds are permitted, we recommend you refund the amount of the initial purchase in the currency in which the item was priced.
9.3 Member Complaints
Members filing complaints with OODLE MARKET PLACE FZC about a purchase will be forwarded to you for resolution. OODLE MARKET PLACE FZC reserves the right to terminate member accounts which receive excessive complaints from other members.
9.4 Member Complaint Filing
Members that wish to file complaints can do so via email at support@oodlemarket.com respectively.
10 Membership Account Termination
10.1 Your Right to Close Your Membership Account
These Terms apply only for as long as you use the Services. Once you cease using the Services, these Terms no longer apply, subject to Section 14.11 (Survival). You may close your OODLE MARKET PLACE FZC membership account at any time but must do so by selling your membership tokens back, either to OODLE MARKET PLACE FZC or on the open market that ODL tokens are listed. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.
10.2 Our Right to Close or Suspend Your Account
We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate, or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account. Additionally, if your member account does not have the minimum number of required ODL tokens necessary to maintain your membership level, for more than thirty (30) days, OODLE MARKET PLACE FZC reserves the right to suspend and or terminate your account, disabling all OODLE MARKET PLACE capabilities.
10.3 Effect of Account Closure
If your OODLE MARKET PLACE account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section 14.11 (Survival) (b) to immediately stop using the Services, (c) that the license provided under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data and (f) you agree to sell your ODL tokens in accordance with Section 10.1 with immediate effect.
11 Indemnification
You agree to indemnify OODLE MARKET PLACE FZC, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.
12 No Warranties
WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OUR WEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
13 Limitation of Liability
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR OODLE MARKET PLACE FZC MEMBERSHIP ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
14 Miscellaneous
14.1 Taxes
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, OODLE MARKET PLACE FZC will report annually to the tax authorities, as required by law, your name, address, employer identification number, the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year.
14.2 Privacy Policy
Please see our Privacy Policy for information regarding how we collect and use information. The Privacy Policy is part of these Terms, so please make sure that you read it.
14.3 Assignment
You may not transfer or assign these Terms, or any rights granted by these Terms. You agree and acknowledge that we may assign or transfer these Terms.
14.4 Severability
Should any provision of these Terms be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement.
14.5 Waivers
Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.
14.6 Entire Agreement
This Agreement including the Privacy Policy referenced herein, represent the entire understanding between us and you with respect to the matters discussed. Headings are included for convenience only and shall not be considered in interpreting these Terms.
14.7 Notices
You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures, or other communications that we provide to you electronically will be “in writing”.
14.8 Governing Law; Arbitration
This Agreement will be governed by and construed in accordance with the laws of the United Arab Emirates. If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the ADGM Arbitration Centre and will be conducted to the applicable Rules and Procedures established by the ADGM. You agree that the arbitration shall be held in Abu Dhabi, UAE or at any other location that is mutually agreed upon by you and us. You agree that the arbiter will apply the laws of United Arab Emirates. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) month after the disagreement or dispute arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.
14.9 Amendment
We may update or change these Terms from time to time by posting the amended Terms on our website. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your OODLE MARKET PLACE FZC account per the termination section of this agreement and discontinue your use of the Services.
14.10 Force Majeure
Neither you nor we will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labour strife, riots, war, non-performance of outside vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.
14.11 Survival
The provisions of Sections 3.4 (Representations and Warranties), 4.2 (Security), 6 (Our Ownership of the Services and the OODLE MARKET PLACE, OODLE Pay and OODLE Exchange Website), 7 (Advertising), 8.5 (Certain Deferrals), 11 (Indemnification), 12 (No Warranties), 13 (Limitation of Liability), and 14.8 (Governing Law; Arbitration) shall survive the termination of these Terms.
