USER AGREEMENT

INTRODUCTION

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 (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 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.

You understand that by using the Oodles’s Site or Site Services (which generally means using in any way our work marketplace Oodles.com or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Oodles’s Terms of Services, and you agree that the “Terms of Service'' means every agreement linked herein and includes Terms of Use, and this User Agreement, including an Arbitration agreement. You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.

If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section). If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit Oodles.com, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.

OODLES ACCOUNTS:

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

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• 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.

  • [The Site is intended for users who are at least 13 years of age.] All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using 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 on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.

• Account Types:

  We provide two types of accounts (“Account Types”): Guest and the Client. Once you register for an Account, you can add Account Types without re-registering. You promise to register for only one Account that requires a unique log in. This Account will house all of your Account Types. 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.

  If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company.

• Client Account:

  CYou can register for an Account or add an Account Type to use the Services as a Client (a “Client Account”). Client Account Types have a feature that allows you to access the Oodles Dashboard and Oodles TimeTracker, 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 but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Oodles. You authorize Oodles, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.

• Usernames and Password:

  You must register for your own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User unless otherwise as provided herein.

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 such registration information as necessary;

• you have the legal capacity and you 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.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

USER GENERATED CONTRIBUTIONS:

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, 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, including but not limited to the copyright, patent, trademark, trade secret, or moral 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, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.

• you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

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

• your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

• your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

• your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

• your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.

• 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 people under the age of 18 in a sexual or violent manner.

• your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;

• your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

• your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

GUIDELINES FOR REVIEWS:

We may provide you areas on the Site to leave reviews or ratings. 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;

• your reviews should not contain references to illegal activity;

• you should not be affiliated with competitors if posting negative reviews;

• you should not make any conclusions as to the legality of conduct;

• you may not post any false or misleading statements;

• you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.

We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, 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 sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

• You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

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.