Terms of Service

Oodlebit inc. Terms of Service

Last updated: July 17th, 2018


This Oodlebit Inc. Agreement (“Agreement”) is a contract between you, (the “User”) and Oodlebit Inc. , which describes the terms under which you are able to access and use the Oodlebit Inc. web site and any web or mobile applications or services (collectively, the “Site”) provided by Oodlebit Inc. and its Affiliates. You must review, read, agree with and accept all of the terms and conditions contained in this agreement in order to be granted permission to use our Site. If you refuse to accept these terms and do not wish to enter into a contract with Oodlebit Inc., you are to discontinue use of our Site. Use of our Site constitutes your agreement to the terms of this User Agreement. This Agreement includes and hereby incorporates by reference the agreements and polices referred to herein. Oodlebit Inc. reserves the right to modify the terms, policies, and services at any time and it is your responsibility to read any modifications. Your use of the Site subsequent to a modification of our terms, policies, or services constitutes acceptance of the modifications. We will post the date of the most recent update made to any Agreements, Policies, or Notices to help Users to be aware of the date of any changes made to the User Agreement, Privacy Policy, and Notices (collectively, the “TOS”).

 

This Agreement requires compliance with our “Dispute Resolution Policy” in the event that a dispute arises from the use of our Site or Services. Our Dispute Resolution Policy requires a process where Oodlebit Inc. is notified of any dispute and provided with evidence from each User involved in the dispute so that Oodlebit Inc. may attempt to resolve the dispute. A User disagreeing with Oodlebit Inc.’s decision regarding a dispute agrees to mandatory arbitration and waives the right to a Jury Trial or Class Action unless the User follows the Opt Out Procedure described in section (3.4).

 

  1. Oodlebit Inc. Service

 

Oodlebit Inc. provides a unique platform for Clients to come together to engage in cryptocurrency exchange transactions. Under this Agreement, Oodlebit Inc. makes services available to various Customers and Clients all over the world. Oodlebit Inc. provides a unique platform for cryptocurrency exchange that focuses on the total user experience, from the design of the platform to the quality of customer support. Unlike exchanges designed for seasoned users, Oodlebit Inc. provides an interface that is easy for customers of all experience levels to navigate. The platform can be supported on multiple devices, from which users can make trades, manage digital assets, and monitor their accounts with just a few clicks of a button. By using the Service, you agree to accept these Terms of Service, including all policies and terms linked to, incorporated, or otherwise referenced herein. If you do not agree to these Terms of Service, you are to cease using the Site and/or any Services we provide. Through your use of the Site and/or Services we provide, you are giving your consent to the terms of this Agreement.

 

 

 

    1. Defined Terms

 

“Oodlebit Inc.” is the name of the Site and all who offer Services within the Site.

 

“Customer” is the individual signed up on the Oodlebit Inc. Platform whom is searching for certain exchange listings within the Site.

 

“Client ” is the individual signed up on the Oodlebit Inc. Platform whom has an active cryptocurrency wallet within the Platform with available cryptocurrency for trading activity.

 

“Oodlebit Inc. Platform” is the platform where Users are able to engage in exchange transactions. There are various services and unique benefits offered through the platform.

 

“Agreement” refers to the User Agreement by which every User is bound.

 

“User” refers to any visitor of the Site whom makes use of and/or registers as a User on the Oodlebit Inc. Platform.

 

“Affiliate” refers to any third party whom participates in Oodlebit Inc.’s Affiliate Program.

 

    1. Eligibility to Use Service

 

The Oodlebit Inc. platform is only available to Users who are at least 18 years of age and capable of entering into a legally binding contract. User agrees that the laws regulating the country where the User resides do not in any way prohibit User from accessing or using the Oodlebit Inc. Site. Oodlebit Inc. will only accept transaction requests originating in Colorado or outside of the United States so long as such transactions remain in compliance with jurisdictional limitations due to current licensing. Oodlebit Inc. is currently approved to transact federally and in the State of Colorado. Terms of Service (“TOS”) shall be updated as further licensing is obtained to expand jurisdictional limits in regards to transaction approval for registered users.

 

    1. Oodlebit Inc. Compliance Monitoring to Protect User and Promote User Satisfaction

 

Oodlebit Inc. has a unique platform where Security is a top priority. Security breaches in the cryptocurrency world have been widespread in the past several years, leading to millions of dollars in lost user funds. Though no security measures can be considered 100% fail safe, it is one of Oodlebit Inc.’s primary goals to strive for optimal security at all times. The Oodlebit exchange was designed with security as a primary focus from the beginning. The Oodlebit platform offers several security measures, highlighted below. Many of these are in place by default, and others can be activated based on the security needs of the user. These features include:

 

  1. Two-factor authentication (“2FA”)

 

Two-factor authentication adds an extra layer of protection to user accounts. It protects such operations as logins, generation of APIs, and fund withdrawals. Users can configure this extra authentication using Google Authenticator, Twilio, or a U2F Security Key.

 

  1. Advanced User Monitoring

 

In Oodlebit, login data is saved and analyzed by an intelligent system for unusual activity, such as IP address changes, to prevent session hijacking. When suspicious activity is detected, users will receive email notifications that include a link to instantly freeze an account. Users are also able to limit account access based on IP address, and can add addresses to a whitelist to ensure no withdrawals will go to unauthorized parties.

 

The security system will monitor withdrawals by IP address and other user behavior patterns, which will send information to security professionals and prompt a manual inspection for withdrawals that seem unusual. In addition, all confirmation steps for withdrawal are secure and immune to malware.

 

  1. Advanced API Key Permissions

 

The full capability of the Oodlebit platform can be accessed through our REST APIs. On a per-feature basis, users can create API keys with advanced read/write permissions.

 

  1. Cryptocurrency Storage

 

On the Oodlebit platform, only a small percentage of crypto assets will be available in online, hot wallets for day-to-day platform use. The majority of assets will be stored in offline, cold wallets which are not accessible via the platform or its servers. Instead, these funds can only be accessed via manual intervention by several members of the management team.

 

 

 

 

  1. System Security

 

Oodlebit uses always up-to-date Linux systems to host its platform. Databases are backed up automatically once per day, and then are encrypted and compressed as an archive. Backup data from a database, log files, and any other information will duplicate and be sent to other servers in physical locations automatically. The system is also protected by automatic Distributed Denial of Service protection to ensure that trading cannot be interfered with by outside attacks.

 

    1. Role of Oodlebit Inc.

 

Oodlebit Inc. is a third party offering Services to Users which help to ensure a platform where cryptocurrency exchange transactions can take place with dedication to superior security measures and user friendly functionality throughout the platform. Oodelbit Inc. strives to ensure an environment where Users may come together to engage in secure and user friendly exchange transactions. Oodlebit Inc. also provides proper monitoring of exchange activity through various tools within the Platform.

Oodlebit Inc. may offer additional services at our own discretion. The Service is currently in Alpha format.

 

    1. Exchange Transactions/Agreements

 

User expressly acknowledges, agrees and understands that: (i) the Oodlebit Inc. Platform is merely a venue where Users may enter into mutual cryptocurrency exchange transactions; (ii) Oodlebit Inc. is not a party to any Contractual Exchange Agreements whether oral or written between Customers and Clients; (iii) Oodlebit Inc. shall not have any liability or obligations under or related to Exchange Agreements or any acts or omissions by Users; (iv) Oodlebit Inc.has no control over Customers or over the Exchange Transactions promised or rendered by Clients; and, (v) Oodlebit Inc. makes no representations as to the reliability, capability, honesty, or warranties of any Client, security or legality of any Services promised by or between Users, and Oodlebit Inc. disclaims any and all liability relating thereto.

 

    1. Affiliate Program

 

Oodlebit Inc. participates in an Affiliate Program. The Affiliate Program (herein referred to as "The Program") allows the Affiliate to promote the Company's services and receive commissions according to the terms and conditions agreed to by and between the Company and the Affiliate. The Affiliate acknowledges, agrees to, and is bound by these terms and conditions by signing up and participating in the Program.

 

The Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the Parties. The Affiliate has no authority to make or accept any offers or representations on the Company’s behalf. The Affiliate cannot make any statement, whether on the Affiliate’s website or otherwise, that would reasonably contradict anything in this Agreement.

 

Affiliates are “Users” by default and are bound by all terms within this Agreement/Terms of Service. Any violation of these Terms of Service may result in closure of the violating Affiliate’s account and withholding of payment. Should any Affiliate engage in fraudulent activity, that Affiliate’s account shall be closed and any/all payments, whether pending or completed, shall be held indefinitely by the Company.

 

    1. Proprietary Rights

 

Oodlebit Inc. and its licensors reserve all Proprietary Rights in and to the Oodlebit Inc. Platform. User may not use the Oodlebit Inc. Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Exchange Transactions entered into pursuant to this Agreement. Oodlebit Inc. reserves the right to withdraw, expand and otherwise change the Oodlebit Inc. Platform at any time in Oodlebit Inc.’s sole discretion. User shall not be entitled to create any "links" to the Oodlebit Inc. Platform, or "frame" or "mirror" any content contained on, or accessible through, the Oodlebit Inc. Platform, on any other server or internet-based device.

 

    1. Limitations of Service/Disclaimers

 

You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Oodlebit Inc.’s part to store, backup, retain, or grant access to any information or data for any amount of time.

 

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we are currently in Alpha format and cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper uses. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

 

    1. Acknowledgements

 

User expressly acknowledges, agrees and understands that the Oodlebit Inc. platform is merely a platform where Users may engage in cryptocurrency exchange transactions with one another and that Oodlebit Inc. is not a party to any Contracts or agreements between Users. Oodlebit Inc.’s only obligations are to assist in quality assurance through our QC program and other measures including the unique operation of our platform and Services.

 

  1. Security and Payment

 

Oodlebit Inc. takes serious measures to control security in payment processing and the integrity of the Site. Payments may be processed through third party affiliates. However, only Oodlebit Inc. will capture payment information from Users on our Site and we take extreme care to protect User information. Please take care to be cautious and aware of the privacy level of the device you are using to access our Site when entering payment information. The safest devices for payment information submission will be personal/private devices rather than public devices.

 

 

    1. Identity and Account Security

 

Oodlebit Inc. reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize Oodlebit Inc., directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User's Oodlebit Inc. account password. User agrees not to disclose this password to anyone (or, in the case of an Agency (as defined below in Section 3), not to disclose this password to anyone who is not a subcontractor of such Agency), and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the Oodlebit Inc. Platform. You must notify Oodlebit Inc. Support immediately if you suspect that your password has been lost or stolen. By using your Oodlebit Inc. User account, you acknowledge and agree the Oodlebit Inc. account security procedures are commercially reasonable.

 

    1. Transaction Fees

 

    1. When a User initiates a currency trade transaction (“Transaction”), that User is the “Maker” of the Transaction and the receiver of the currency trade funds is the “Taker” of the Transaction. For each transaction that a Maker initiates, the Company will charge the Maker a fee of 0.15% of the transaction amount (calculated based upon the exchange rate at the time of the transaction initiation) with a minimum fee of $0.01 (“Maker Fee”). For each transaction that a “Taker” receives, the Company will charge the Taker a fee of .2% of the transaction amount (calculated based upon the exchange rate at the time of the transaction initiation) with a minimum fee of $0.01 (“Taker Fee”).

 

    1. Users will not be charged the Maker or Taker Fee for: (i) a deposit or withdrawal to or from a User’s linked currency wallet.

 

    1. Fees are due at the time of transaction and you expressly authorize Oodlebit Inc. to charge your Oodlebit account and/or linked financial institution account for all fees. All fees are non-refundable. You will be liable to Oodlebit for all fees and expenses (including reasonable attorney’s fees) that Oodlebit incurs in collecting, or attempting to collect, fees you owe to Oodlebit.

 

    1. Obligation to Remain on Platform for Payment

 

All Users agree to remain on the Oodlebit Inc. platform for any payment to be processed and guaranteed in line with our Service guarantee and various policies. Users will not leave the platform to engage in payment processing and such action would breach the contract agreed to within this User agreement. Any action that encourages or solicits complete or partial payment outside of the Oodlebit Inc. Platform is a violation of this Agreement. Should a User (including an Agency) be found in violation of this section of this Agreement, it will owe Oodlebit Inc. an amount with respect to each Service Contract equal to the greater of a) $1,200; or b) the applicable fees had the payments been processed through the Oodlebit Inc. Platform, plus 18%. Such action would result in damages to Oodlebit Inc. which could be sought in a court of law if all other means were to be exhausted.

 

    1. Disruption of Transaction

 

If User fails to complete any agreed upon transaction under this Agreement, whether by cancelling User's credit card, initiating an improper chargeback, or any other means, Client's Oodlebit Inc. account will be suspended, no additional payments will be processed, and any transactions-in-progress will be stopped. Without limiting other available remedies, User must reimburse Oodlebit Inc. for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, Oodlebit Inc. may set off amounts due against other amounts received from or held for a User, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

 

    1. Account Holds

 

In cases of fraud, abuse or violation of this Agreement, the Oodlebit Inc. Payment Guarantee shall be revoked and all monies due to the User may be held and/or reclaimed, not just those from the Contract(s) under investigation.

 

Users may dispute transactions during the dispute period of seven (7) days following the completion of a transaction. It is the User’s responsibility to review all exchange transaction details prior to completing transfer and must file any disputes regarding transactions in a timely basis. Once the dispute period has passed, the transaction and subsequent fees are accepted by the User and can no longer be disputed.

The only means for a refund once the dispute period has passed is through agreement between two Users party to a transaction. Oodlebit Inc. will promptly investigate any dispute to determine, in its sole discretion, whether an adjustment is appropriate. Oodlebit Inc.’s determination shall be final.

 

 

  1. Dispute Resolution Policies and Jurisdiction

 

Users may dispute exchange transaction amounts/terms during the dispute period of seven (7) days following the completion of a transaction. It is the User’s responsibility to file any disputes on a timely basis. Once the dispute period has passed, the transaction and any associated fees are accepted by the User and may no longer be disputed. Oodlebit Inc. will promptly investigate the dispute to determine, in its sole discretion, whether an adjustment is appropriate. Oodlebit Inc.’s determination shall be final.

 

    1. Jurisdiction

 

The appropriate jurisdiction for any disputes arising under this Agreement and the Service offered is that of the State of Arizona. All Users agree to waive jurisdiction in any state other than the state of Arizona and furthermore agree that Arizona is the appropriate jurisdiction for any disputes or claims arising from the use of the Oodlebit Inc., the Site or our Services. All Users also agree to pursue the process as described in the Mandatory Dispute Resolution Section of this User Agreement.

 

    1. Mandatory Dispute Resolution

 

All Users agree to mandatory dispute resolution. Should any dispute arise under this Agreement or under the use of our Platform, the User agrees to engage in activity which would result in the attempt to communicate to our Service Center any dispute and request for resolution. All Users agree that the resolution process by which an Oodlebit Inc. Dispute Resolution Specialist will evaluate conflict and claims brought forth is a sufficient process for handling disputes arising from use of the Site.

 

All Users agree that the resulting decision and recommended course of action made by a Oodlebit Inc. Dispute Resolution Specialist will be acceptable and agree to follow such a decision and recommended course of action. All Users agree to submit proper documentation within the one week period following the initial filing of a dispute. Proper documentation is documentation supporting the User's claim giving rise to the dispute. The Oodlebit Inc. Dispute Resolution Specialist will review the documentation submitted and schedule a date for Final Decision. Both Users party to the dispute must be present online on the Final Decision date. If either party is not present, a default Final Decision shall be made in favor of the attending party. Should such a decision be to the dissatisfaction of a User, such User agrees to engage in an Alternative Dispute Resolution Process where an ADR representative will be sought out to render a decision on the dispute. The losing party in said dispute will be responsible for ADR fees. User agrees to give up the right to a Jury Trial or Class Action. Users have the right to opt out of binding arbitration by following the Opt Out Procedure listed in section 3.4 below.

 

    1. Policy Enforcement and Agreement

 

Oodlebit Inc. has the right, but not the obligation, to suspend or cancel your access to the Oodlebit Inc. Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Oodlebit Inc.'s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Oodlebit Inc. Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for Oodlebit Inc.. Once suspended or terminated, you MAY NOT continue to use the Oodlebit Inc. Platform under a different account or reregister under a new account. If you attempt to use the Oodlebit Inc. Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the Oodlebit Inc.

Platform, including data, messages, files and other material you keep on Oodlebit Inc.

 

    1. Opt Out Procedure

 

A User must take action in order to opt out of the binding arbitration requirement as described in the Mandatory Dispute Resolution section of this Agreement (Section 3.2). Action is required to protect your legal right to sue in Oodlebit Inc. in court or to participate in any way in a class action, collective action, private attorney general action or other representative proceeding. The only way you may assert your right to opt out of the Mandatory Dispute Resolution process described in Section 3.2 is through written notification, sent within 30 days of the effective date of this agreement or within 30 days of your first

 

visit to our Site. The written notice must describe your desire to opt out of the Mandatory Dispute Resolution section and your desire to preserve your right to sue Oodlebit Inc. in court or to participate in any other legal proceeding arising from your use of the Site or our Services which is not a legal proceeding available to you if you fail to assert your rights to such proceedings through the above described written notification. The written notice must be sent to Oodlebit Inc., c/o Grimes Law PLLC at 4140 E Baseline Rd., STE 101, Mesa, AZ 85206, Attention General Counsel and must include the following:

 

1) Your Oodlebit Inc. username

2) Your Name

3) Your address

4) Your telephone number

5) Your email address

6) A clear statement indicating that you do not wish to resolve disputes arising from use of our Site or Services through Arbitration and

7) Evidence demonstrating compliance with the 30-day time limit to opt out of the mandatory arbitration requirement

 

  1. Confidential Information

 

    1. Confidentiality

 

To the extent a User provides Confidential Information through the Oodlebit Inc. Platform, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Oodlebit Inc., to any User of the Oodlebit Inc. Platform ; and (ii) use the Confidential Information, except as necessary for the performance of Services (including, without limitation, the storage or transmission of Confidential Information on or through Oodlebit Inc. Platform).

 

    1. Return of Information

 

If and when Confidential Information is no longer needed, or at the User’s written request (which may be made at any time at User’s sole discretion), User shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control obtained through a transaction with another User. Each of the Users party to a transaction, as applicable, agree to provide written certification to the party disclosing the Confidential Information of compliance with this Section 4.2 within ten (10) days after the receipt of disclosing party's written request to certify.

 

    1. Publication

 

Without limiting Section 4.1 (Confidentiality), Users and Oodlebit Inc. shall not publish, or cause to be published, any Confidential Information except as may be necessary for performance of Services under this Agreement.

 

  1. Limitation of Liability and Warranty Disclaimer

 

Oodlebit Inc. has limited liability to Users and makes no Warranties as expressed in section 5.2.

 

    1. Limitation of Liability

 

IN NO EVENT WILL OODLEBIT INC. BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF OODLEBIT INC. TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,200; AND (B) ANY OODLEBIT INC. FEES RETAINED BY OODLEBIT INC. WITH RESPECT TO TRANSACTIONS ON WHICH USER WAS INVOLVED AS A PARTY TO A TRANSACTION DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

 

    1. Warranty Disclaimer

 

OODLEBIT INC. MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, OODLEBIT INC. PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OODLEBIT INC. DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE TERMINATION SECTION OF THIS AGREEMENT STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST OODLEBIT INC. WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

 

  1. Indemnification

 

    1. Indemnification by User

 

Each User shall indemnify, defend and hold harmless Oodlebit Inc. from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such User’s use of Services, including without limitation claims by or on behalf of any User, or (ii) any Transaction entered into between Users.

 

 

  1. Term of Contract and Termination

 

    1. Term

 

The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Sections 7.2 and 7.3 below.

 

    1. Suspension

 

  1. Suspension of Service Due to Certain Wrongful User Activity

 

Notwithstanding any provision herein to the contrary, Oodlebit Inc. may suspend a User Account, without notice, in the event of any activity by User or any of its users that has (or in Oodlebit’s reasonable assessment is likely to have) an adverse effect on the operation of the Oodlebit Service(s). This includes, but is not limited to the following:

 

  1. Suspicion of Fraud or Fraudulent Activity

  2. Violation of Federal or State Law

  3. Violation of Oodlebit Inc.’s Terms of Service and/or Policies Relating to

 

 

    1. Termination

 

    1. General

 

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User's account), provided, that any such termination for convenience shall not affect the validity of any Exchange Transactions that have been executed and approved prior to termination and this Agreement shall continue to apply with respect to such Exchange Transactions

 

    1. User Violation Resulting in Hold

 

Termination of a User Account shall occur within one (1) month for User violations resulting in an Account Hold as described in Section 2.5 once Oodlebit Inc. has confirmed the violation after an investigatory evaluation.

 

    1. User Violation Resulting in Suspension

 

Termination of a User Account shall occur within one (1) month for User violations resulting in an Account Suspension as described in Section 7.2 once Oodlebit Inc. has confirmed the violation after an investigatory evaluation.

 

    1. Consequences of Termination

 

Termination shall not relieve User of the requirement to pay fees and expenses, together with any applicable taxes, shall be charged to User’s credit card or other form of payment pursuant to the (Payment Methods) Section of the User Agreement.

 

  1. Limited License

 

    1. Site License

 

Subject to and conditioned on compliance with this Agreement and the other Terms of Service and Site Policies, Oodlebit Inc. grants you a limited license to access and, if you are a Member, to use the Site for the purpose of receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Oodlebit Inc. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of Oodlebit Inc. or the rights holder. You must not use any content of the Site on any other web site or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Oodlebit Inc.

 

You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Oodlebit Inc. Oodlebit Inc. and its licensors retain all of their right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The Oodlebit Inc. logo and name are trademarks of Oodlebit Inc. and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated, nothing in this Agreement confers any license under any of Oodlebit Inc.’s or any third party’s Intellectual Property Rights, whether by estoppel, implication or otherwise.

 

    1. User Content License

 

  1. Posting Content.

 

When you post User Content on the Site, you represent and warrant that you have the right, power and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant and covenant that you are the owner of all the copyright rights to such User Content and that Oodlebit Inc. may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.

 

You retain all your ownership rights in any User Content you post on Oodlebit Inc. You also grant to Oodlebit Inc., its successors and Affiliates, a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Oodlebit Inc.'s (and its successors’ and Affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service.

 

  1. User Recommendations

 

You may submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Oodlebit Inc. under any fiduciary or other obligation, that your Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Oodlebit Inc. does not waive any rights to use similar or related ideas known or developed by Oodlebit Inc. or obtained from sources other than you.

 

  1. Limitations on Oodlebit Inc.’s Use or Disclosure of User Content

 

Notwithstanding the foregoing paragraph, Oodlebit Inc. will only use or disclose User Content you post to any chat room or other non-public area of the Site to the extent necessary to provide Site Services to you.

 

The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Oodlebit Inc., its successors and Affiliates, the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

 

  1. Scope of Use

 

    1. Unauthorized Access and Use; Site Interference; Malicious Software

 

  1. Limitations on User’s Authority of Use

 

The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Oodlebit Inc. and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products or services.

 

  1. Exclusion of Harmful Use

 

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or to the Site or the Site software, that is designed to cause to cease functioning, disrupt, disable, harm or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system or network of Oodlebit Inc. or any third party.

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