Terms and Conditions

ODUMPAY PLATFORM REGULATIONS

TERMS AND CONDITIONS (“TERMS”)

Pursuant to PIPEDA (Personal Information Protection and Electronic Documents Act), and the absence of conflict of laws, with jurisdictional legislations such as the EU General Data Protection Regulation; “We” acknowledge, that PIPEDA, applies for as long as there is substantial evidence that the relevant aspect of organizational activities has a real and substantial connection to Canada.

It is clearly expressed under Sections 4(1), 26(2)(b) of PIPEDA, that on a case-by-case basis, the applicability of the Personal Information Protection and Electronic Documents Act, is but not limited to the categories as set out below:

the location in which the activity takes place;
the location to which profits flow;
the location of preparatory activities;
the residency of parties involved;
the location of a contract (if any);
the jurisdiction where promotional

efforts are primarily targeted;

the location of the content provider;
the location of the host server;
the location of intermediaries (if any); and
the location of the end user.

It is in this regard, that the terms and conditions are developed in compliance with PIPEDA. We take recognition of the adoption of the Mutual Recognition Agreement (MRA), otherwise termed the Canada-European Union Comprehensive Economic and Trade Agreement (CETA), which cover comprehensively, trade agreement and A Regulatory Cooperation, that affords us the legality to operate within the European Economic Area, under strict consumer protection regulations.

OdumPay seeks to reaffirm under such regard, that “PIPEDA”, is sufficiently adequate under the EU General Data Protection Regulations, which implies that, all terms and conditions spelt out herein all duly enforceable, on a “Client” and the regulations of a “Client’s” access to and use of the OdumPay Platform (as defined below).

Our Terms and Conditions were last updated on January 30, 2025, and carries a legal and binding effect, therefore, it is appropriate to read these terms and conditions carefully before using Our Service.

1.0. Interpretation and Definitions

1.1. Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural, or not expressly stated in PIPEDA, for which no conflict of law arises.

1.2. Definitions

For the purposes of these Terms and Conditions:

“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
“Account” means a unique account created for You to access our Service or parts of our Service.
“Company” (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to OdumPay.
“Country” refers to OdumPay_Ghana.
“Content” refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by “Us”, regardless of the form of that content.
“Device” means any device that can access the Service such as a computer, a cellphone or a digital tablet.
“Feedback” means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.

“Promotions” refer to contests, sweepstakes or other promotions offered through the Service.
“Service” refers to the Website.
“Terms and Conditions” (also referred as “Terms“) mean these Terms and Conditions that form the entire agreement between You (the Client) and OdumPay, regarding the use of the Service.

“Third-party Social Media Service” means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
“Website” refers to OdumPay, accessible from odumpay.com

“Platform” means the platform (including sub-platforms) launched by OdumPay for offering Services to the Client.
“You” means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

“Client”means
- In case of an individual, any person who has an account on the Platform and entered into a Service Agreement with OdumPay; or

In case of persons other than individuals, an entity who holds an account on the Platform and entered into a Service Agreement with OdumPay, and who may access the Platform through its representatives or authorized officials.

“Counterparty”means any person with which the Client:

enters into any arrangement/contract/agreement with, pursuant to or by way of the Services or the Platform; and/or

may potentially enter into any arrangement/contract/agreement with, by availing the Services on the Platform.

“Force Majeure Event”includes any act, event, non-happening, omission or accident beyond the reasonable control of OdumPay and includes, without limitation, the following events:

strikes, lock-outs or other industrial action;

riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

impossibility of the use of public or private telecommunications networks or internet services; and

the acts, decrees, legislation, regulations or restrictions of any government, as may be applicable.

“OdumPay” means OdumPay Limited Liability (the “Company”), including its successors, assigns, affiliates or stakeholders, in compliance with Canada Business Corporations Act (R.S.C., 1985, c. C-44)

“Personal Data”shall have the same meaning as ascribed to the term “Sensitive Personal Data or Information” under PIPEDA or applicable provincial laws within Canada such as:

Personal Information Protection Act (Alberta)/ PIPA Alberta
Personal Information Protection Act (British Columbia)/ PIPA BC
Quebec Privacy Act

“Services” means the product or services offered by OdumPay through the Platform, including but not limited to facilitation, interaction between the Client and Counter parties to enable them to enter into transactions, including (without limitation) securitization, or direct assignments, or any other product or services offered.

2.0. Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions, You may refrain then, from accessing the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights, under PIPEDA and the Freedom Information Act and how the law protects You.

Please read Our Privacy Policy carefully before using Our Service.

The Client further acknowledges that:

By agreeing to the T&C and by availing the Services, the Client represents that it is lawfully able to enter into contracts (if an individual) or has the legal authority to enter into contracts on behalf of the body corporate/company/partnership firms.

OdumPay is merely providing a platform for facilitating the transactions between the Client and the Counterparties on the Platform and shall in no manner be liable or responsible for any such transactions or be construed as an agent of the Client in relation to the Services.

The use of the Platform and the availing of the Services is at the sole risk of the Client.

The Client acknowledges and agrees that it is solely responsible for its data uploaded to or transmitted through the Platform, as well as, the consequences of uploading or transmitting its data onto or through the Platform.

It has all necessary licenses, rights, consents, and permissions to upload, transmit, or publish such data and that it grants OdumPay, express, irrevocable license and authorization to use such data for the Services; and
that any use of the data, uploaded, transmitted, or published by OdumPay on the Platform will not constitute infringement of any third party’s rights, over such data posted or transmitted through the Platform.

The Client agrees and acknowledges that it is solely responsible to OdumPay and to any Counterparty for any breach of its obligations under the T&C and for the consequences of any such breach (including any loss or damage which OdumPay may suffer).

The Client is solely responsible for its account and any activity on it, and must keep the log-in credentials (log-in ID and password) in respect of its account secure at all times. The Client shall not sell, transfer or sub-license the log-in credentials in relation to its account on the Platform to any other person. The Client shall ensure that only its duly authorized personnel shall access and operate its account. The Client undertakes that the Client shall promptly on becoming aware of any unauthorized use of its account, notify OdumPay of such unauthorized use or access.

The availing of the Services and the use of Platform is only for purposes permitted by the T&C; as defined by Federal law, PIPEDA and subsidiary provincial laws:

- - Personal Information Protection Act (Alberta)/ PIPA Alberta
  - Personal Information Protection Act (British Columbia)/ PIPA BC
  - Quebec Privacy Act

and any applicable law, such as the GDPR, for which PIPEDA is “sufficiently adequate” or any regulation or generally accepted practices or guidelines and the same shall not be for any other illegal or other purpose which is expressly or impliedly barred by any applicable law, statute, ordinance or regulation in force from time to time

3.0. User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. 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, or a name that is otherwise offensive, vulgar or obscene.

4.0. Content

4.1. Content Restrictions

The Company shall not be held liable for the use of Our content by Users of content of the Service’s. You expressly understand and agree that You are solely responsible for how you use Our Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable, as expressly stated in the Online Harms Act, under the Federal laws of Canada.

Such objectionable Content include, but are not limited to, the following:

Unlawful or promoting unlawful activity.

Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.

Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.

Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
Impersonating any person or entity including the Company and its employees or representatives.

Violating the privacy of any third person.

False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Service if You disseminate objectionable Content, bearing original content.

4.2. Content Backups

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Required General Undertakings of a Client

The Client shall not use or attempt to use any unauthorized means, including but not limited to, use of any deep link, program, automatic device, algorithm or methodology, or any similar processes, or hacking to access, utilize, copy or monitor any part/feature of the Platform or its content, or avail any Services or in any way reproduce or circumvent the source code, structure or layout of the Platform, or obtain or attempt to obtain any information not openly available on the Platform.

The Client undertakes not to attempt to gain any unauthorized access to the Platform, the server on which the Platform is hosted or any other database, server or computer connected to the Platform.

The Client shall not misuse the Services or corrupt or try to corrupt the Platform by introducing any bugs, viruses, worms, malwares, spyware or any similar program which is malicious or harmful.

The Client undertakes to ensure that any material/information/data uploaded by it on the Platform is strictly of nature and context as required by the Platform for the relevant Service, and is not in violation of any applicable law.

The Client further undertakes not to:

publish, post, upload or distribute files that contain bugs, viruses, worms, malwares, spyware or any similar program, or corrupted files that may disrupt the operation of the Platform or a Counterparty’s computer;
engage in any activity that disrupts access to the Platform or the Services;

disrupt or interfere with the security of, or otherwise cause harm to, the Platform, accounts, passwords, servers or networks connected to or accessible through the Platform;

cause any interference or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform;
upload or distribute files that contain such material which is infringing the copyrights, trademarks, confidentiality, privacy or any other proprietary information protected by law, unless the Client has the rights or the necessary consents thereto;
use the Platform or Services for any purpose that is fraudulent, unlawful or prohibited by the T&C and by applicable law, or to solicit the performance of any illegal activity or other activity which infringes the rights of OdumPay or any Counterparties;

upload or distribute any material or information that is, or contains tags or keywords which are, illegal, inappropriate, profane, obscene, offensive, abusive, harassing, misleading, indecent, defamatory, disparaging, or menacing, or is otherwise injurious to OdumPay or any Counterparty, or objectionable in any manner whatsoever;
download any file posted by the Counterparty that the Client should know, or reasonably should know, cannot be legally distributed in such manner;

violate the T&C or any applicable laws or regulations for the time being in force;
decompose, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.

6.0. Copyright Policy

6.1. Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, laws of both Canada and foreign countries for which its subsidiaries may exist.

Our trademarks may not be used in connection with any product or service without the prior written consent of the Company.

6.2. Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

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 that is taking place through the Service, You must submit Your notice in writing to the attention of Our copyright agent via our email OdumPay@gmail.com and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.

However, all copyright infringement claims shall be forfeited under the conditions of Section 29.22 (1), of the Copyright Act (R.S.C., 1985, c. C-42), Canada, which states:

29.22 (1) It is not an infringement of copyright for an individual to reproduce a work or other subject-matter or any substantial part of a work or other subject-matter if
- (a) the copy of the work or other subject-matter from which the reproduction is made is not an infringing copy;
- (b) the individual legally obtained the copy of the work or other subject-matter from which the reproduction is made, other than by borrowing it or renting it, and owns or is authorized to use the medium or device on which it is reproduced;
- (c) the individual, in order to make the reproduction, did not circumvent, as defined in section 41, a technological protection measure, as defined in that section, or cause one to be circumvented;
- (d) the individual does not give the reproduction away; and
- (e) the reproduction is used only for the individual’s private purposes.

The legal applicability of Sections 29.22 (1), shall fail and the claims of User or “Us” shall stand

(4) if the individual gives away, rents or sells the copy of the work or other subject-matter from which the reproduction is made without first destroying all reproductions of that copy that the individual has made under that subsection.

6.3. Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Copyright Act (R.S.C., 1985, c. C-42) of Canada and

other applicable jurisdictional laws, citing the EU Copyright and Information Society Directive 2001/29/EC, and the Digital Millennium Copyright Act (DMCA) (see 17 U.S.C 512(c)(3) which protects users beyond the jurisdiction of Canada, for further details, by providing “Us” with the following information in writing:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.
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.
Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
Your address, telephone number, and email address.
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.
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 “Us” via email ([OdumPay@gmail.com]). Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

However, in spite of this internal resolution pathway, where applicable, PIPEDA under Section 2, Article 11 (1) and 12 (1), shall supersede the organization’s internal resolution structure, should a complaint choose the alternative.

The indicated section of the Canadian law states:

11 (1) An individual may file with the Commissioner a written complaint against an organization for contravening a provision of Division 1 or 1.1 or for not following a recommendation set out in Schedule 1.

Commissioner may initiate complaint

(2) If the Commissioner is satisfied that there are reasonable grounds to investigate a matter under this Part, the Commissioner may initiate a complaint in respect of the matter.

Time limit

(3) A complaint that results from the refusal to grant a request under section 8 must be filed within six months, or any longer period that the Commissioner allows, after the refusal or after the expiry of the time limit for responding to the request, as the case may be.

Notice

(4) The Commissioner shall give notice of a complaint to

the organization against which the complaint was made.

Investigations of Complaints

Examination of complaint by Commissioner

12 (1) The Commissioner shall conduct an investigation

in respect of a complaint, unless the Commissioner is of the opinion that

(a) the complainant ought first to exhaust grievance or review procedures otherwise reasonably available;

(b) the complaint could more appropriately be dealt with, initially or completely, by means of a procedure provided for under the laws of Canada, other than this Part, or the laws of a province; or

(c) the complaint was not filed within a reasonable period after the day on which the subject matter of the complaint arose.

Exception

(2) Despite subsection (1), the Commissioner is not required to conduct an investigation in respect of an act alleged in a complaint if the Commissioner is of the opinion that the act, if proved, would constitute a contravention of any of sections 6 to 9 of An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act or section 52.01 of the Competition Act or would constitute conduct that is reviewable under section 74.011 of that Act.

7.0. Availability, Errors and Inaccuracies

We are constantly updating Our offerings of Products on the Service. The Services available on Our Service may be described inaccurately, or unavailable, and We may experience delays in updating information regarding our Products on the Service and in Our advertising on other websites.

We cannot and do not guarantee the accuracy or completeness of any information, including discounts, transaction charge quotas, specifications, or availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

8.0. Transaction Commission/ Charge Quota Policy

The Company reserves the right to revise charges on transactions. at any time prior to transactional activities.

The charges quoted may be revised by the Company subsequent to conducting transactions, in the event of any occurrence affecting monetary policies, caused by government action, variation in customs duties, higher foreign exchange costs and/or any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Transaction.

8.1. Payments

Payment can be made through various payment methods we have available, such as Visa, MasterCard, Affinity Card, American Express cards or online payment methods (PayPal, for example).

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your transactions.

8.1.1. Applicable Transactional Currencies

United States Dollar (USD)

Euro (EUR)

British Pound (GBP)

Canadian Dollar (CAD)

Australian Dollar (AUD)

Japanese Yen (JPY)

Swiss Franc (CHF)

Chinese Yuan (CNY)

South African Rand (ZAR)

Nigerian Naira (NGN)

8.2. Promotions/ Discounts

Any Promotions or Discounts, made available through the Service may be governed by rules that are separate from these Terms.

If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

9.0. Transfer of Rights

The T&C are binding on the Client, its successors and permitted assigns. It may not transfer, assign, charge or otherwise dispose of any of its rights, benefits, liabilities or obligations, under the T&C without the prior written consent of OdumPay.

OdumPay reserves the right to transfer, assign, sub-contract or otherwise dispose of any of its rights, benefits, liabilities or obligations under the T&C at any time or may involve or appoint any third party to satisfy its obligations, except however, it is legally bound to notify the Client, to avoid possible occurrences of liabilities.

10.0. Data Security

In compliance with Federal law of Canada, PIPEDA, and Provincial Data Protection Laws, citing PIPA Alberta, PIPA BC and Quebec Privacy Act, all of which are legally adequate under the EU General Data Protection Regulation (GDPR).

However, although legally bound to ensure User Data Security, We are not legally bound to seek consent under the following circumstances as found in Section 7.2 (1) of the Personal Information Protection and Electronic Documents Act, (PIPEDA, Canada).

Prospective business transaction (Section 7.2 of PIPEDA)

7.2 (1) In addition to the circumstances set out in subsections 7(2) and (3), for the purpose of clause 4.3 of Schedule 1, and despite the note that accompanies that clause, organizations that are parties to a prospective business transaction may use and disclose personal information without the knowledge or consent of the individual if:

(a) the organizations have entered into an agreement that requires the organization that receives the personal information:

to use and disclose that information solely for purposes related to the transaction,
to protect that information by security safeguards appropriate to the sensitivity of the information, and
if the transaction does not proceed, to return that information to the organization that disclosed it, or destroy it, within a reasonable time; and

(b) the personal information is necessary

to determine whether to proceed with the transaction, and
if the determination is made to proceed with

the transaction, to complete it.

Nonetheless, “We” are legally bound to ensure, that:

All facilities used to store data and process the transaction will adhere to reasonable legal standards, for which OdumPay’s data protection protocols, would be in alignment with, for processing and storing its own information of a similar nature, to ensure the security and confidentiality of a transaction and related data, protect the Client against anticipated threats or breaches to the security or integrity of a transaction and related data, and protect the Client against unauthorized access to its data.

The Client further acknowledges and agrees that it has granted OdumPay the permission, which is a non-exclusive right to store and transfer its data, as part of the Services.

OdumPay shall and does not claim any ownership, intellectual property rights or other rights whatsoever outside the scope of intended resources, necessary to provide the Services.

OdumPay retains the exclusive right to perform statistical analysis of the activity on Platform in order to measure interests in the various sections of the Platform for the purpose tailoring product and Service developments to suit user needs. Any non-personal information such as internet domain, host names, IP addresses, clickstream patterns, and the dates and times accessed on our Platform, may be recorded for the purpose of analysis. The analytical data collected is for internal use only.

11.0. Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

12.0. Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the 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 the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

13.0. Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

14.0. Disclaimer of Warranties

The Client uses the data and/or the Services through the Platform at his/her own discretion and risk and OdumPay is not responsible for the accuracy, usefulness, safety of or relating to such data and the Client assumes all liability for its use.

Unless agreed otherwise expressly agreed in writing, OdumPay will not be involved for any interactions between the Client and the Counterparties on the Platform or in connection with the Services. These interactions are solely between the Client and the Counterparties and OdumPay merely provides a common platform to facilitate such transactions. OdumPay is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or interactions.

OdumPay is not obligated to be involved in or facilitate the resolution of any dispute between the Client and the Counterparties on the Platform, the Client hereby releases OdumPay, its employees, agents, and associates from any claims, demands and damages, arising out of or in any way related to such disputes. Without prejudice to the above, the Client hereby waives any legal or equitable rights or remedies that it may possess against OdumPay in relation to the dispute.

15.0. Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its associates under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t conducted any transaction anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its allies be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any of its partners has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some provinces in Canada, do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

Such instance is reflected in the State of Quebec, wherein the limitation of liability, is subject to the public order articles 1474 and 1475 of the Civil Code of Québec.

in the words of the Court of Appeal, in Quebec, in the case of Canada Inc. v. Prelco Inc. (2021), they said;

“that article 1474 of the Civil Code of Québec prevents anyone from excluding or limiting their liability for material injury caused to another through an intentional or gross fault” or “for bodily or moral injury caused to another or seek to absolve themselves from the principle of fundamental obligation”.

A contractual non-liability clause, agreed to by interested parties, is intended to offer a shared risk, with the validity of a limitation of a liability clause often negotiated to, in exchange for “a favorable price”. The conclusive matter herein, would be, that non-liability clauses have a “commercial and social utility” intended to operate as a risk management mechanism between sophisticated parties.

However, in the same case of 6362222 Canada Inc. v. Prelco Inc. (2021), the Supreme Court of Canada, did indicate that, “the doctrine of breach of a fundamental obligation, which holds a party to a contract, may have its application inhibited from the enforceability of a limitation of liability clause if that clause relates to the very core of the contract”.

It is in recognition of these divergent legal opinion and province law variations, that we have set Our limitation of liability to commercial utility.

16.0. “AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

17.0. Indemnification

The Client hereby agrees to indemnify and hold harmless OdumPay (including its directors, employees, representatives and agents) from time to time, against any and all losses, liabilities, obligations, damages, judgments, costs, expenses (including, without limitation, advisors’ fees), claims, fines, penalties, proceedings, actions or demands, of any kind or nature incurred by OdumPay /caused to OdumPay on account of Client’s use of the Platform or the Services, including but not limited to the violation of the T&C.

17.1. Users of OdumPay’s platform must note that:

OdumPay cannot guarantee uninterrupted access to the Platform and is immune from any liabilities arising from such.

The access to Platform or the Services may be disrupted under the following conditions:

the occurrence of Force Majeure Event;

repair, maintenance, upgrading or for other similar activities (OdumPay, reserves the right to undertakes all reasonable measures to minimize any such periods during which the Platform and the Services are unavailable and shall put best effort in resuming the Services and the Platform)

In the event of a system failure due to any unforeseeable circumstances or disruption, the access to Platform and Services may be temporarily suspended and no information may be accepted during such suspension.

All provisions of the T&C, which by their nature should survive termination, shall survive termination, including, without limitation, ownership, warranty, limitations of liability, confidentiality, disclaimers, indemnity.

18.0. Governing Law

The laws of Canada, excluding conflicts of laws with other jurisdictional regulations, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws, as long as it is compatible with the legal framework of Canada

19.0. Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company or invoking your rights under:

Section 2, Article 11 (1) and 12 (1), of PIPEDA, which shall supersede the organization’s internal resolution structure, should a complaint choose the alternative.

The indicated section of the Canadian law states:

Commissioner may initiate complaint

(2) If the Commissioner is satisfied that there are reasonable grounds to investigate a matter under this Part, the Commissioner may initiate a complaint in respect of the matter.

Time limit

Notice

(4) The Commissioner shall give notice of a complaint to

the organization against which the complaint was made.

Investigations of Complaints

Examination of complaint by Commissioner

12 (1) The Commissioner shall conduct an investigation

in respect of a complaint, unless the Commissioner is of the opinion that

(a) the complainant ought first to exhaust grievance or review procedures otherwise reasonably available;

(b) the complaint could more appropriately be dealt with, initially or completely, by means of a procedure provided for under the laws of Canada, other than this Part, or the laws of a province; or

(c) the complaint was not filed within a reasonable period after the day on which the subject matter of the complaint arose.

19.1. For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

20.0. Severability and Waiver

20.1. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

20.2. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

21.0. Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

22.0. Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By visiting this page on our website: WEBSITE_CONTACT_PAGE_URL
By sending us an email: WEBSITE_CONTACT_EMAIL