USER AGREEMENT

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Oodles Technologies Private Limited (“Oodles”, “we,” “us” or “our”), concerning your access to and use of the www.oodles.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

This User Agreement contains important information about your legal rights, remedies and obligations, and is legally binding between you and Oodles. You agree that by accessing the Site, you have read, understood, and agree to be bound by these Terms of Use. If you do not agree with all of these Terms of Use, then you are expressly prohibited from using the Site and you must discontinue use immediately.

By using the Oodles Site or Site Services and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Oodles’s Terms of Service, including these Terms of Use and this User Agreement. You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Gurugram, Haryana, India. If you are accessing the Site from outside India, you are responsible for compliance with local laws.

DISPUTE RESOLUTION AND ARBITRATION

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, the parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The seat of arbitration shall be Gurugram, Haryana, India. The arbitration shall be conducted in the English language. The award shall be final and binding on both parties.

OODLES ACCOUNTS:

• To access the Oodles Website and the services in detail you shall have a valid Oodles account for the same.

• You must register yourself for an account to use the Website and the services. Provided that registration of account is subject to the following conditions:

  • The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Site.

• Account Profile:

  You must provide accurate personal information when you sign up and you must update your account if your personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete.

  To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide accurate and complete information on your Profile and agree to keep that information current. We reserve the right to suspend or terminate the Account of anyone who provides false, inaccurate, or incomplete information.

• Account Types:

  We provide two types of accounts: Guest and Client. You promise to register for only one Account. Never share your Account password with anyone; you can give permissions to other Users to act under your Account Types as Team Members or Agency Members if needed.

• Client Account:

  You can register for an Account or add an Account Type to use the Services as a Client (a “Client Account”). Client Account Types allow you to access the Oodles Dashboard and Oodles Time-Tracker, which shall be subject to the terms and conditions provided in Oodles Dashboard Policy and Oodles Time Track Policy.

• Account Verification:

  When you register for an Account and periodically thereafter, your Account will be subject to verification, including validation against third-party databases or verification of official government or legal documents. You authorize Oodles, directly or through third parties, to make any inquiries necessary to validate your identity and location.

• Usernames and Password:

  You are responsible for safeguarding and maintaining the confidentiality of your username and password. You agree to notify us immediately if you suspect any unauthorized use of your Account.

USER REPRESENTATIONS AND WARRANTIES:

By using the Site, you represent and warrant that:

• All registration information you submit will be true, accurate, current, and complete.

• You will maintain the accuracy of such information and promptly update registration information as necessary.

• You have the legal capacity and agree to comply with these Terms of Use.

• You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise.

• You will not use the Site for any illegal or unauthorized purpose.

• Your use of the Site will not violate any applicable law or regulation.

DISCLAIMER OF WARRANTIES

THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. OODLES DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OODLES, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SITE OR SERVICES.

IN ANY CASE, OODLES’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED 10% OF THE TOTAL INVOICES PAID BY THE CLIENT FOR THE SPECIFIC SERVICE IN QUESTION.

USER GENERATED CONTRIBUTIONS:

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality. Any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights of any third party.

• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us to use your Contributions.

• Your Contributions are not false, inaccurate, or misleading.

• Your Contributions are not unsolicited or unauthorized advertising, spam, mass mailings, or other forms of solicitation.

• Your Contributions do not violate any applicable law, regulation, or rule.

• Your Contributions do not violate the privacy or publicity rights of any third party.

• Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits minors in a sexual or violent manner.

GUIDELINES FOR REVIEWS:

When posting a review, you must comply with the following criteria:

• You should have firsthand experience with the person/entity being reviewed.

• Your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language.

• Your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability.

• You may not post any false or misleading statements.

We may accept, reject, or remove reviews at our sole discretion. Reviews are not endorsed by us and do not necessarily represent our opinions. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free right and license to reproduce, modify, translate, display, perform, and/or distribute all content relating to reviews.

SUBMISSIONS:

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our property. We shall own non-exclusive rights, including all intellectual property rights, and shall be entitled to the use and dissemination of these Submissions for any lawful purpose, without acknowledgment or compensation to you. Notwithstanding the foregoing, this clause applies to feedback and suggestions only, and does not affect your ownership of pre-existing intellectual property.

FORCE MAJEURE

Oodles shall not be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, government orders, cyberattacks, power failures, or internet outages. In such events, Oodles will notify users as soon as reasonably practicable and will use commercially reasonable efforts to resume services promptly.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. We reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site to any person for any reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Use.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MISCELLANEOUS

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement: These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and Oodles with respect to the subject matter herein and supersede all prior agreements.

Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.