Odd.com eBay Searcher - Agreement
Odd.com eBay Searcher - Agreement
PLEASE READ CAREFULLY - BY CLICKING THE "Join Odd.com" BUTTON YOU ARE ENTERING INTO A LEGAL CONTRACT WITH ODD.COM.
This Odd.com Agreement ("Agreement") is made and effective on today's date ("Effective Date") by and between Odd.com, a Pennsylvania limited liability corporation with a mailing address of PO Box 111, Marysville, PA 17053 ("Odd.com") you ("User").
Odd.com is in the business of providing an eBay seaching service ("Platform") for locating items for sale on eBay, and User desires to utilize Odd.com's Platform.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:
A. As used in this Agreement, the following terms have the following definitions:
"Platform" means the eBay searching service provided by Odd.com, including the features and functionality of Odd.com's software and systems as of the Effective Date and as is subsequently added, removed or disabled by Odd.com.
"eBay" means eBay Inc, a public company located at 2025 Hamilton Avenue, San Jose, California 95125, USA.
"Services" means the use of the Platform to upload, manage, and manipulate search queries and to provide reports.
2. DESCRIPTION OF SERVICES
A. Odd.com provides eBay search services for User. User understands and agrees that the accuracy and usefulness of the search services are outside of Odd.com's control and are provided at Odd.com's sole discretion.
B. As set forth below, Odd.com is granting to User a license to use the Platform in order to query eBay and to generate reports based on query results.
A. Subject to the terms and conditions of this Agreement, Odd.com hereby grants to User, and User hereby accepts from Odd.com, a non-exclusive, nontransferable, revocable license to use the Platform for purposes set forth herein. Except as expressly permitted by Odd.com, User shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform in any way; (ii) modify or make derivative works based upon the Platform; (iii) reverse engineer, decompile, modify, translate, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon User's access to or usage of the Platform; (iv) rent, lease or otherwise transfer rights to any aspect of the Platform; or (v) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Platform.
B. User agrees that upon termination or expiration of this license, User shall no longer have the right to use the Platform or reports created using the Platform or otherwise provided by Odd.com.
C. This license shall terminate automatically upon the termination or expiration of this Agreement.
A. The Services set forth herein shall start on the Effective Date and continue until terminated by either party, for any reason whatsoever and with or without cause.
B. User can terminate this agreement at any time by visiting https://odd.com, navigating to the "Account" page, clicking the "DELETE ACCOUNT" button, then clicking the "OK" button.
C. Odd.com can terminate this agreement at any time and without notice to User.
5. PAYMENT TERMS
A. There is currently no charge for services provided by Odd.com.
6. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY
A. Each party warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations will not violate any applicable U.S. laws or regulations or cause a breach of any agreements with any third parties.
B. Odd.com warrants that it will operate the Platform in a manner consistent with industry standards. In the event of a breach of the warranties set forth in this Section, User's sole remedy is termination of this Agreement pursuant to Section 4(B). Except for the express warranty as set forth in this Section 6(B), the Platform and Services are provided on an "AS IS" basis and Odd.com disclaims ALL OTHER EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF ODD.COM HAS BEEN INFORMED OF SUCH PURPOSE. USER AGREES THAT ODD.COM SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC LOSS ARISING UNDER THIS AGREEMENT OR IN CONNECTION THE SERVICES, PLATFORM OR USER-PROVIDED DATA.
C. Odd.com does not and cannot control the flow of data to or from the Platform or within any portion of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt User's connections to the Internet (or portions thereof). Although Odd.com will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Odd.com cannot guarantee that such events will not occur. Accordingly, except to the extent of the express warranties set forth in this Agreement, Odd.com disclaims any and all liability resulting from, or related to, such events.
7. CONTENT AND INDEMNIFICATION
A. User shall not use the Platform or Services in any way that encourages conduct that would be considered a criminal offense or bring forth civil liability, violate any law, or is otherwise inappropriate.
C. User shall indemnify and hold Odd.com, its agents and employees, harmless from any loss, damage or liability for infringement, slander, libel, breach of this Agreement or any other cause of action with respect to User's use of the Platform or services.
A. Odd.com retains all right, title and interest in and to the Platform and any materials created, developed or provided by Odd.com in connection with this Agreement, including all intellectual property rights related to each of the foregoing.
B. User is not required to provide any feedback or suggestions to Odd.com. To the extent User does provide any such feedback or suggestions, User agrees to assign and hereby does assign all right, title and interest in and to such feedback or suggestions to Odd.com.
A. Assignment. Neither this Agreement, nor any right or license under this Agreement may be sublicensed, assigned or otherwise transferred by User without Odd.com's prior written consent.
B. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute only one and the same instrument.
C. Law to Govern and Arbitration. The construction, interpretation and performance of this Agreement and all transactions related thereto shall be governed by and construed in all respects in accordance with the laws of the Commonwealth of Pennsylvania, U.S.A., without giving effect to the principles of conflicts of law thereof. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in New Bloomfield, Pennsylvania and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Odd.com may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
D. Agreement. Odd.com may modify this Agreement at its sole discretion and Odd.com shall have no obligation to apprise User of changes to the Agreement. Odd.com's then current Agreement shall be the agreement that governs the rights and obligations of the parties. User may terminate this Agreement upon notice should it not agree with the revised terms and conditions.
E. Publicity. Odd.com may use User's name in marketing materials as it deems appropriate.
F. Notice. Any electronic notice or communication required or permitted to be given hereunder may be sent to the email address .
G. Relationship of Parties. Odd.com and User are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.
H. Force Majeure. Neither party is responsible for delays due to causes or occurrences beyond its control including, but not limited to, civil disobedience, acts of God, casualty or accident, war, labor disputes, government actions, or the like.
I. Survival. Sections 6(B), 7(C) and 9(C) shall survive termination of this Agreement.