Last Updated: Feb 21, 2024

Welcome, and thank you for your interest in Oden Technologies Inc. (“Oden,” “we,” or “us”) and our landing website at oden.io (the “Site”). These Terms of Use are a legally binding contract between you and Oden regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (DEFINED BELOW) (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USE OF THE SITE, AND ODEN’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY ODEN AND BY YOU TO BE BOUND BY THESE TERMS.

1. Overview. The Site provides information about Oden, an intelligent industrial automation and AI-powered analytics provider. These Terms govern your use of the Site. Any access to and use of Oden’s proprietary artificial intelligence powered industrial management platform (“Platform”) are governed solely by separate terms for U.S.-based and international customers, respectively (collectively, the “Platform Terms”). In the event of a conflict between the Platform Terms and these Terms, the terms and conditions of the Platform Terms shall prevail.

2. Eligibility. You must be at least 18 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site or any other service provided by Oden; and (c) your use of the Site is in compliance with any and all applicable laws and regulations.

3. Licenses

3.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Oden grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site. For clarity, these Terms do not govern your access to or use of Oden’s Platform and no license or right to access or use the Platform is granted by these Terms. Oden retains all intellectual property rights and other rights in the Site, Platform, and related services.

3.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform, or create derivative works of the Site; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, then you may not use it.

3.3 Feedback. We respect and appreciate the thoughts and comments from our users but please do not to submit any information or other materials that you consider confidential or proprietary through the Site. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Oden an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, transferable, sublicensable right and license to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

4. Ownership; Proprietary Rights. The Site is owned and operated by Oden. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by Oden are protected by intellectual property and other laws. All Materials included in the Site are the property of Oden or its third-party licensors. Except as expressly authorized by Oden, you may not make use of the Materials. There are no implied licenses in these Terms, and Oden reserves all rights to the Materials not granted expressly in these Terms.

5. Linked Websites. The Site may contain links to third party websites. Linked websites are not under Oden’s control, and Oden is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services.

6. Prohibited Conduct. BY USING THE SITE YOU AGREE NOT TO:

a. use the Site for any illegal purpose or in violation of any local, state, national, or international law;
b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
c. access, search, or otherwise use any portion of the Site through the use of any engine, software, tool, agent, device, or mechanism (including scraping, spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Oden;
d. interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; (ii) collecting personal information about another user or third party without consent; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;
e. interfere with the operation of the Site or any user’s enjoyment of the Site, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;
f. perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;
g. sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
h. attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 6.

7. Modification of these Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting of the revisions unless otherwise stated. If you do not agree to the modified Terms, then you should discontinue your use of the Site. Except as expressly permitted in this Section 7, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

8. Modification of the Site. Oden reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Oden will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

9. Term. These Terms are effective beginning when you accept the Terms or first access, or use the Site, and ending when terminated as described in this Section 9. If you violate any provision of these Terms, then your authorization to access the Site and these Terms automatically terminate. In addition, Oden may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access the Site; and (c) Sections 3.3, 4, 9, 10, 11, 12, and 13 will survive.

10. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Oden and its officers, employees, consultants, affiliates, subsidiaries and agents (together, the “Oden Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

11. Disclaimers; No Warranties

11.1 THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ODEN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ODEN DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ODEN DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

11.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ODEN ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ODEN ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR YOUR USE OF THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.

11.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Oden does not disclaim any warranty or other right that Oden is prohibited from disclaiming under applicable law.

12. Limitation of Liability

12.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ODEN ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ODEN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

12.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ODEN ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

12.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Miscellaneous

13.1 General Terms. These Terms, together with the Privacy Policy (the “Privacy Policy”), and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and Oden regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms, and all rights granted under these Terms, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

13.2 Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and Oden submit to the personal and exclusive jurisdiction of the state courts and federal courts located in the Southern District of New York for resolution of any lawsuit or court proceeding permitted under these Terms.

13.3 Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

13.4 Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

13.5 Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

13.6 Contact Information. The Site is offered by Oden. You may contact us by emailing us at [email protected].

13.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N112, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.

13.8 No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.