TERMS & CONDITIONS AND USER AGREEMENT

Effected by: 19-06-2022

1. In this Terms & Conditions and User Agreement

Welcome to “Oddlancer” which is the official trademark of Affair Alliance Private Limited

(“Company”, “we”, “our”, “us”)!

These Terms of Service (“Terms”, “Terms of Service”) govern your use of our website located at

oddlancer.com (together or individually “Service”) operated by Affair Alliance Private Limited.

 

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages.

Your agreement with us includes these Terms and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound by them.

If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at support@oddlancer.com so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.

User Agreement:

"Account" means the account associated with your email address.

"Buyer" means a User that purchases Seller Services or items from Sellers or identifies a Seller through the Website. A User may be both a Buyer and a Seller under this agreement.

"Contest" means a contest that is promoted by a Buyer and in respect of which a Seller can submit one or more entries via the Website.

"Contest Brief" means the document setting out the scope of a Contest, including but not limited to items such as a design brief.

"Contest Handover", in respect of a Contest, means the agreement between the Buyer and one or more winning Seller(s) under which each Seller will transfer to the Buyer ownership of the winning entry or entries.

"Dispute Resolution Process" means the process to be followed by Buyers and Sellers in accordance with the Dispute Resolution Services.

"Entrant" means a Seller who has entered a Contest.

"Verified by Oddlancer" Users have been satisfactorily verified under the Know your Customer and Identity Verification Policy.

"Inactive Account" means a User Account that has not been logged into for a 6 month period, or other period determined by us from time to time.

"Intellectual Property Rights" means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including: (a) patents, copyright, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trademarks, and any right to

have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity.

"Local Job" or "Local Jobs" means a service we provide to match a Buyer with a Seller in relation to the provision of location specific services.

"Milestone Payment" means a payment made by the Buyer for the provision of Seller Services under a User Contract and which will be released in accordance with the section "Milestone Payments" of these terms and conditions.

"Project" or "Listing" means a job offered or awarded by a Buyer via the Website, which may include a Project or Contest listed by a Buyer, a Project completed by a Buyer (for example through Hire), a service bought by a Buyer from a Seller, and service awarded by a Buyer to a Seller as a result of a Contest or competition hosted via the Website.

"Seller" means a User that offers and provides services or identifies as a Seller through the

Website. A User may be both a Buyer and a Seller under this agreement. "Seller Services" means all services provided by a Seller.

"Oddlancer Services" means all services provided by us to you.

"User", "you" or "your" means an individual who visits or uses the Website, including via the API. "User Contract" means: (1) this User Agreement; (2) the Code of Conduct as amended from

time to time; (3) any other contractual provisions accepted by both the Seller and Buyer uploaded to the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct; (4) the Project terms as awarded and accepted on the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct; and (5) any other material incorporated by reference from time to time.

"Website" means the Websites operated by Oddlancer and available at: Oddlancer.com and any of its regional or other domains or properties, and any related Oddlancer service, tool or application, specifically including mobile web, any iOS App and any Android App, or API or

other access mechanism.

2. Overview:

By accessing the Website, you agree to the following terms with Oddlancer.

We may amend this User Agreement and any linked information from time to time by posting amended terms on the Website, without notice to you.

The Website is an online venue where Users buy and sell Seller Services and items. Buyers

and Sellers must register for an Account in order to buy or sell Seller Services and/or items. The Website enables Users to work together online to complete and pay for Projects, buy and sell items and to use the services that we provide. We are not a party to any contractual agreements between Buyer and Seller in the online venue, we merely facilitate connections between the parties.

We may, from time to time, and without notice, change or add to the Website or the information, products or services described in it. However, we do not undertake to keep the Website updated. We are not liable to you or anyone else if any error occurs in the information on the Website or if that information is not current.

3. Scope:

Before using the Website, you must read the whole User Agreement, the Website policies and all linked information.

You must read and accept all of the terms in, and linked to, this User Agreement, the Code of Conduct, the Oddlancer Privacy Policy and all Website policies. By accepting this User Agreement as you access our Website, you agree that this User Agreement will apply whenever you use the Website, or when you use the tools we make available to interact with the Website. Some Websites may have additional or other terms that we provide to you when you use those services.

4. Eligibility:

You will not use the Website if you:

1. are not able to form legally binding contracts;
2. are under the age of 18;
3. a person barred from receiving and rendering services under the laws of Australia or other applicable jurisdiction;
4. are suspended from using the Website; or

5. do not hold a valid email address.

All free user accounts are associated with individuals. Login credentials should not be shared by users with others. The individual associated with the account will be held responsible for all actions taken by the account, without limitation.

Subject to your local laws, a person over 15 but under 18 can use an adult's account with the permission of the account holder. However, the account holder is responsible for all actions taken by the account, without limitation.

Users may provide a business name or a company name, which is associated with the User's Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.

A company, corporation, trust, partnership or other non-individual corporate entity may be a

User subject to an eligible corporate account which pays corporate subscriptions.

We may, at our absolute discretion, refuse to register any person or entity as a User.

You cannot transfer or assign any rights or obligations you have under this agreement without prior written consent.

5. Using Oddlancer

While using the Website, you will not attempt to or otherwise do any of the following:

1. post content or items in inappropriate categories or areas on our Websites and services;
2. infringe any laws, third party rights or our policies, such as the Code of Conduct;
3. fail to deliver payment for services delivered to you;
4. fail to deliver Seller Services purchased from you;
5. circumvent or manipulate our fee structure, the billing process, or fees owed to

Oddlancer;

6. post false, inaccurate, misleading, deceptive, defamatory or offensive content

(including personal information);

7. take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Website);
8. transfer your Oddlancer account (including feedback) and Username to another party without our consent;

9. distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
10. distribute viruses or any other technologies that may harm Oddlancer, the Website, or the interests or property of Oddlancer users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
11. 1 download and aggregate listings from our website for display with listings from other websites without our express written permission, "frame", "mirror" or otherwise incorporate any part of the Website into any other website without our prior written authorisation;
12. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Website;
13. copy, modify or distribute rights or content from the Website or Oddlancer’s copyrights and trademarks; or
14. harvest or otherwise collect information about Users, including email addresses, without their consent..

6. Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided.

Depending on your residency or location, you may be subject to certain ad valorem or other taxes.

You acknowledge that you must comply with your obligations under income tax provisions in your jurisdiction.

Certain Sellers who are either registered or required to be registered for GST may be required to charge GST.

For Indian Seller on Oddlancer: As of 1st of October 2018 Indian GST laws mandate a collection of 18% GST by oddlancer.com as tax on the net value of taxable supplies made by the Seller through the web portal of oddlancer. Accordingly, Oddlancer shall collect a 18% tax from the net value of the taxable projects or listings made by the Buyer and will deposit the same to the Indian government exchequer in accordance with applicable GST laws. In cases where (i) the Seller is outside India and (ii) GST is payable by the Buyer under reverse charge basis, Oddlancer is not required to collect this tax.

7. Promotion

We may display your company or business name, logo, images or other media as part of the Oddlancer Services and/or other marketing materials relating to the Website, except where you have explicitly requested that we do not do this and we have agreed to such a request in writing.

You acknowledge that we may use the public description of your Projects and the content of your profile information on the Website for marketing and other related purposes.

8. Communications

By using our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at support@oddlancer.com.

9. Purchases

If you wish to purchase any product or service made available through Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including but not limited to, your credit or debit card number, the expiration date of your card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

10. Subscriptions

Some parts of Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles will be set depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Affair Alliance Private Limited cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting support@oddlancer.com customer support team.

A valid payment method is required to process the payment for your subscription. You shall provide Affair Alliance Private Limited with accurate and complete billing information that may include but not limited to full name, address, state, postal or zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Affair Alliance Private Limited to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Affair Alliance Private Limited reserves the right to terminate your access to the Service with immediate effect.

11. 1 Refund Policy & Fee Changes

Affair Alliance Private Limited, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Affair Alliance Private Limited will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refund for freelancers:

As we are an advanced service* provider after membership is taken hence we don’t have a refund policy on any service purchased by Freelancer.

*We will provide services until end duration which Freelancer(s) paid for;

Refund for Client/Employee/recruiter:

If the refund is approved by the freelancer or agency which can choose to issue a full refund, a partial refund, or no refund at all, then it's automatically credited back to your billing method immediately.

It may take 7-10 business days for the credit to be available to you.

You can refer for more information on Refund Policy

12. Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for Content that you post on or through Service, including its legality, reliability, and appropriateness.

By posting Content on or through Service, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through Service. However, by posting Content using Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through Service. You agree that this license includes the right for us to make your Content available to other users of Service, who may also use your Content subject to these Terms.

Affair Alliance Private Limited has the right but not the obligation to monitor and edit all Content provided by users.

In addition, Content found on or through this Service are the property of Affair Alliance Private Limited or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

13. Prohibited Uses

You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:

0.1. In any way that violates any applicable national or international law or regulation.

0.2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.

0.3. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.

0.4. To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.

0.5. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

0.6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.

Additionally, you agree not to:

0.1. Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service.

0.2. Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.

0.3. Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.

0.4. Use any device, software, or routine that interferes with the proper working of Service.

0.5. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

0.6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service.

0.7. Attack Service via a denial-of-service attack or a distributed denial-of-service attack.

0.8. Take any action that may damage or falsify Company ratings.

0.9. Otherwise attempt to interfere with the proper working of Service.

14. Analytics

We may use third-party Service Providers to monitor and analyze the use of our Service.

15. No Use By Minors

Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using Service, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.

16. COOKIES

We, and third parties with whom we partner, may use cookies, pixel tags, web beacons, mobile device IDs, “flash cookies” and similar files or technologies to collect and store information in respect to your use of the site and track your visits to third party websites.

We also use cookies to recognize your browser software and to provide features such as recommendations and personalization.

Third parties whose products or services are accessible or advertised through the site, including social media sites, may also use cookies or similar tools, and we advise you to check their privacy policies for information about their cookies and the practices followed by them. We do not control the practices of third parties and their privacy policies govern their interactions with you.

17. Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion.

18. Intellectual Property

Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Affair Alliance Private Limited and its licensors. Service is protected by copyright, trademark, and other laws of and foreign countries. Our trademarks may not be used in connection with any product or service without the prior written consent of Affair Alliance Private Limited.

19. Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to support@oddlancer.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

20. DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

0.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;

0.2. a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;

0.3. identification of the URL or other specific location on Service where the material that you claim is infringing is located;

0.4. your address, telephone number, and email address;

0.5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

0.6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at support@oddlancer.com.

21. Error Reporting and Feedback

You may provide us either directly at support@oddlancer.com or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

22. Links To Other Websites

Our Service may contain links to third party web sites or services that are not owned or controlled by Affair Alliance Private Limited.

Affair Alliance Private Limited has no control over, and assumes no responsibility for the

content, privacy policies, or practices of any third party web sites or services. We do not warrant the offering

YOU ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

23. Disclaimer Of Warranty

THESE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY

WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

24. Limitation Of Liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT

PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

25. Termination

We may terminate or suspend your account and bar access to Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.

If you wish to terminate your account, you may simply discontinue using Service.

All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

26. Governing Law

These Terms shall be governed and construed in accordance with the laws of India, which governing law applies to agreement without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.

27. Changes To Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

28. Feedback, Reputation and Reviews

You acknowledge that you transfer copyright of any feedback, reputation or reviews you leave consisting of comments and any rating(s) (e.g. quality, communication etc.) together with any composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior written permission.

You may not do (or omit to do) anything that may undermine the integrity of the Oddlancer feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.

Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of Seller Services via the Website. You may not use your Seller or Buyer feedback (including, but not limited to, marketing or exporting your any or all of your composite rating(s) or feedback comments) in any real or virtual venue other than a website operated by Oddlancer or its related entities, without our written permission.

29. Advertising

Unless otherwise agreed with us, you must not advertise an external website, product or service on the Website. Any website address posted on the Website, including in a listing, bid, listing description, clarification board or the message board, must relate to a Project, Contest, item listed, user or service being performed on the Website.

We may display advertisements or promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings with third parties. Furthermore, you acknowledge and agree that content of any advertisements or promotions

may be protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorized by Oddlancer or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.

30. Communication With Other Users

Communication with other users on the Website must be conducted through the text, audio and or video chat functionality, along with message boards, public clarification boards, Project message board, direct message sending and other communication channels provided on the Website.

You must not post your email address or any other contact information (including but not limited to Skype ID or other identifying strings on other platforms) on the Website, except in the "email" field of the signup form, at our request or as otherwise permitted by us on the Website.

Unless you have a prior relationship with a User, you must only communicate with Users via the Website. You must not, and must not attempt to, communicate with other Users through any other means including but not limited to email, telephone, Skype, ICQ, AIM, MSN Messenger, WeChat, SnapChat, GTalk, GChat or Yahoo.

In relation to video chat and audio chat, any terms agreed to between any Users must be confirmed in writing using the chat or direct message function.

Oddlancer may use information such as your name, location, display or username, and or your image, in relation to the provision messaging services on the Website or in the mobile apps.

We may read all correspondence posted to the Website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Website for the purpose of investigating fraud, regulatory compliance, risk management and other related purposes.

31. Identity / Know Your Customer

You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and or other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources.

You must also, at our request, provide copies of identification documents (such as your passport or driver's license). We may also ask you to provide photographic identification holding your identification together with a sign with a code that we provide as an additional identity

verification step. We also reserve the right to request a video interview with you to validate this information, your identity, your background and your skills.

We reserve the right to close, suspend, or limit access to your Account, the Website and/or Oddlancer Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.

We reserve the right to update your particulars on the website in order to match any identity documentation that has been provided. Disbursements such as wire transfers from the website may only be made to the beneficiary matching your provided identity documents and account information.

If you are not Verified by Oddlancer you may not be able to withdraw funds from your Oddlancer

Account, and other restrictions may apply. See the Know Your Customer and Identity

Verification Policy for more details.

32. User Services

Upon the Buyer awarding a Project or Contest to the Seller, and the Seller's acceptance on the Website, or the purchase of an item by a Buyer from the Seller, the Buyer and Seller will be deemed to have entered into a User Contract under which the Buyer agrees to purchase, and the Seller agrees to deliver the Seller Services. You agree not to enter into any contractual provisions in conflict with the User Agreement.

You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Buyer or Seller, or in any other uses you make of the Website.

If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract.

Depending on their jurisdiction, Sellers and Buyers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded. Nothing in this User Agreement is intended to

violate any laws relating to unfair contracts, and this agreement has been specifically redrafted to ensure compliance with unfair contracts legislation. To the extent that any component of this User Agreement is in conflict with inalienable rights under local laws, all parties intend for this agreement to be read down only insofar as to be in compliance with such local laws and no further.

Each User acknowledges and agrees that the relationship between Buyers and Sellers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Oddlancer and any User.

33. Special Provisions for Local Jobs

Each User acknowledges:

1. Oddlancer does not review, approve, recommend or verify any of the credentials, licenses or statements of capability in relation to Local Jobs (or, for the avoidance of doubt, any non Local Jobs on the Website);
2. Oddlancer provides matchmaking and platform services only. Users agree that Oddlancer has no liability for any other aspect of service delivery or interaction between Buyer and Seller. Oddlancer is not a party to any disputes between Buyer and Seller, although we provide a dispute resolution mechanism to assist the parties in resolving issues;
3. Oddlancer may from time to time include map features and Oddlancer may display the location of Users to persons browsing the Website on that map. Every Buyer seeking services for Local Jobs will be asked to provide the location where the Local Job is to be performed. You expressly agree that Oddlancer has no liability for displaying such information.
4. A User must never disclose, in any Project posted, personal details such as the User's name, street number, phone number or the email address in any Project description for a Local Job or in any other public communication on the Website (these may be disclosed for Local Jobs as required in private direct messages);
5. Oddlancer may collect location related data from you via technologies including but not limited to GPS, IP address location, wifi, and by other methods. This data may be shared in the context of facilitating services for Local Jobs and each User specifically consents to this collection and sharing as part of this agreement;
6. Upon completion of a Local Job Project, Seller User must log on to the Website and click the "Complete" button for that Local Job, as soon as practicable.

7. Failure to complete the service or task will constitute a breach of this User

Agreement; and

8. Our fees are applied to the amount of the awarded Seller's bid to perform the services for the Local Job. Any items purchased by the Seller as part of performing the service are between the Buyer and Seller.

34. Limits & Fraud Prevention

We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.

If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction, this will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.

We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:

1. we believe there may be an unacceptable level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
2. we believe that the beneficiary of the payment is someone other than you;
3. we believe that the payment is being made to a country where we do not offer our

Service; or

4. We are required to do so by law or applicable law enforcement agencies.

If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favor, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favor, we may remove the funds from your Account. We may also place a limit on your account in circumstances where we suspect you of fraudulent or other unacceptable behavior, while we investigate any such matter.

35. Withdrawals

Your first withdrawal of funds earned may be delayed for up to fifteen days for security and fraud purposes.

Subsequent withdrawals may be delayed for up to fifteen days where our fraud prevention policies require a delay.

We may impose a minimum withdrawal amount for funds earned. This is set out in our schedule of Fees and Charges. The maximum you can withdraw per month is Rs. 50,000 unless otherwise specifically agreed with support.

We may require you to be Verified by Oddlancer before you can withdraw funds from your Oddlancer Account, irrespective of whether or not a delay has been enforced. For details of how to become Verified by Oddlancer please read the Know your Customer and Identity Verification Policy.

You acknowledge and agree that we may seek to verify your identity or request additional information from you as part of our anti-fraud and Know Your Customer policy, as outlined in the section on "Identity / Know Your Customer" sections of this agreement.

36. Chargebacks

A chargeback (being a challenge to a payment that a User files with their card issuer or financial institution), and any subsequent reversal instruction, is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow such instructions.

You acknowledge and agree that we will be entitled to recover any chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Buyers through the Website, as well as any processing or any other fees whatsoever incurred by us on those chargebacks and reversals.

You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors). If you initiate any chargeback request or other "Request for Information" or similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request.

37. Inactive Accounts

User Accounts that have not been logged into for a period of time will incur a maintenance fee per month, until either the account is closed or reactivated, for storage, bandwidth, support and management costs of providing hosting of the User's profile, portfolio storage, listing in directories, promotion of your profile on the Website and elsewhere, provision of the HireMe

service, file storage, message transmission, general administrative matters and message and other storage costs.

The length of the period and the amount of the maintenance fee is set out in our schedule of

Fees and Charges.

We reserve the right to close an Inactive Account.

We reserve the right to close an account with nil or negative funds.

38. Right to Refuse Service

We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:

1. if we determine that you have breached, or are acting in breach of this User

Agreement;

2. if you under-bid on any Project in an attempt to renegotiate the actual price privately, to attempt to avoid fees;
3. if we determine that you have infringed legal rights (resulting in actual or potential claims), including infringing Intellectual Property Rights;
4. if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
5. you do not respond to account verification requests;
6. you do not complete account verification when requested within 3 months of the date of request;
7. to manage any risk of loss to us, a User, or any other person; or
8. for other reasons.

If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.

Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines

and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this User Agreement, we may fine you up to Rs. 25,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to Rs.

25,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us.

If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.

In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.

39. Disputes With Us

If a dispute arises between you and Oddlancer, our goal is to address your concerns immediately and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by using our customer support website or emailing us at support@Oddlancer.com.

For any claim, Oddlancer may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If Oddlancer elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that Oddlancer will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

All claims you bring against Oddlancer must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, Oddlancer may recover its legal fees and costs (including in-house lawyers and paralegals), provided that Oddlancer has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

You agree that you will not pursue any claims arising under this User Agreement on a class or other representative basis and will not seek to coordinate or consolidate any arbitration or action hereunder with any other proceeding.

If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Oddlancer will be entitled to recover all reasonable costs or expenses (including

reasonable legal fees and expenses) incurred in connection with the enforcement of this

Agreement.

Oddlancer's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

40. Closing Your Account

You may close your Account at any time. The option is located in the Account Settings. Account closure is subject to:

1. not having any outstanding listings on the Website;
2. resolving any outstanding matters (such as a suspension or restriction on your

Account); and

3. paying any outstanding fees or amounts owing on the Account.

We may retain some of your personal information to satisfy regulatory requirements and our own external obligations. Closing your account does not necessarily delete or remove all of the information we hold.

41. Indemnity

You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Website and Oddlancer Services.

In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us as a result of your non-performance or breach of this User Agreement.

42. Security

You must immediately notify us upon becoming aware of any unauthorized access or any other security breach to the Website, your Account or the Oddlancer Services and do everything possible to mitigate the unauthorized access or security breach (including preserving evidence and notifying appropriate authorities). Your User Account is yours only, and you must not share your password with others. You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorized access of your account resulting from your failure to secure your password.

43. Legal Limitations

As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.We may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this User Agreement.

You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the

arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other Users.

44. Notices

Legal notices will be served or to the email address you provide to Oddlancer during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such a case, notice will be deemed given three days after the date of mailing.

Any notices to Oddlancer must be given by registered ordinary post.

45. Interpretation

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

46. Abusing Oddlancer

Oddlancer reserves to the greatest extent possible all rights, without limiting any other remedies, to limit, suspend or terminate our service(s) and or user account(s), suspend or ban

access to our services, remove any content, and to take any and all technical or legal steps to ban users.

Without limiting the reasons for taking the aforementioned actions, conduct giving rise to this response could include:

1. use of our services for any illegitimate or non bona fide purpose
2. creating problems with other users or potential legal liabilities
3. infringing the intellectual property rights of third parties
4. acting inconsistently with the letter or spirit of any of our policies
5. abuse of any staff members including inappropriate or unreasonable communications
6. abuse or poor performance in the Preferred Oddlancer Program
7. any attempt to use Oddlancer's platform or services for any objectionable purpose

47. Amendments To Terms

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.

48. Waiver And Severability

No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.

If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

49. Acknowledgement

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.

50. Contact Us

Please send your feedback, comments, requests for technical support by email:

support@oddlancer.com.

These Terms of Service were created on 2022-06-19.