Acceptance of the Terms and Conditions

Optimile agrees to provide to the Subscriber and the Subscriber agrees to avail from Optimile the Platform Services in accordance with Subscriber’s acceptance of the Terms and Conditions and constitutes the Agreement between the Subscriber and Optimile and such Agreement shall deem to replace all previous arrangements between the Subscriber and Optimile in relation to the Services and access of the Platform. The Subscriber undertakes to be bound by the Agreement each time the Subscriber accesses the Platform. The Subscriber represents and warrants to Optimile that the Subscriber allows/shares/discloses the login credentials only to the authorized users representing the subscriber. Optimile shall not be responsible for verifying the user, if authorized or not by the subscriber.

Definitions

Unless otherwise specified, the terms shall have the meanings set out below:

• Platform means the omnichannel digital application that can be accessed over web by anyone at the URL www.optimile.ai and also includes the mobile application owned, operated and managed by Optimile.
• Optimile means and includes Optimile Freight Xchange LLC, Optimile Technologies LLP and its directors, employees and representatives along with the platform.
• P2P Marketplace means peer to peer digital market where subscribers can collaborate and Xchange business leads, requirements, listings, services and solutions depending on synergies with one another.
• Xchange means Optimile Freight Xchange, who owns, operates and manages the digital platform, brand, logo, good practices and intellectual property in relation to Platform and Xchange.
• Subscriber means an entity who creates an account on the Xchange in accordance with Terms & Conditions set forth and who accesses the Platform or avails Services on the Platform for the purposes of hosting, publishing, sharing, transacting, displaying or uploading information or views and whether as a forwarder, logistics service provider, equipment owner or as a merchant, shipper, consignee looking for potential partners jointly participating in using the Platform.
• Good Practices means, in relation to the marketplace using standards currently in place at the relevant time, codes, practices, methods and procedures and exercising that skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from an equivalent platform of a similar type, scope and value, in the same or similar location and in similar circumstances.
• Applicable Law means and includes any statute, law, regulation, subordinate legislation, ordinance, rule, judgment, rule of law, order (interim or final), writ, decree, clearance, Authorizations, approval, directive, circular guideline, policy, requirement, code of practice or guidance note, or other governmental, regulatory, statutory, administrative restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority or government agency or any other authority, in each case having jurisdiction over the subject matter of this Agreement.
• Computer Virus means and includes any computer instruction, information, data or programme that destroys, damages, degrades or adversely affects the performance of a computer resource or attaches itself to another computer resource and operates when a programme, data or instruction is executed or some other event takes place in that computer resource.
• Confidential Information means and includes all information that is not in the public domain, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to, the assets, business processes, practices, methods, policies, subscription plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records and reports, articles, systems, material, sources of material, supplier identity and information, vendor identity and information, Subscriber identity and information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, developments, internal controls, security procedures, graphics, drawings, sketches, sales information, costs, formulae, product plans, designs, ideas, inventions, original works of authorship, discoveries and specifications, of the operator or the subscriber.
• Content means and includes any information and data on the platform.
• Government Authority means and includes any government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or any other government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, and any court, tribunal or arbitrator(s) of competent jurisdiction, and, any Government or non-Government self-regulatory organization, agency or authority; having jurisdiction over the Agreement and the Services contemplated under the Agreement.
• Intellectual Property means and includes patents, inventions, know how, trade secrets, trademarks, service marks, designs, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, and other confidential and proprietary information, data, documents, instruction manuals, records, memoranda, notes, Subscriber guides, ideas, concepts, information, materials, discoveries, developments, and other copyrightable works, and techniques in either printed or machine-readable form, whether or not copyrightable or patentable, each of which is not in the public domain or would by its very nature fall within public domain.
• Intellectual Property Rights mean and include (a) all right, title, and interest under including but not limited to patent, trademark, copyright under the Patents Act, 1970, Trademarks Act, 1999 and Copyright Act, 1957 respectively; any statute or under common law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not; (b) any licenses, permissions and grants in connection therewith; (c) applications for any of the foregoing and the right to apply for them in any part of the world; (d) right to obtain and hold appropriate registrations in Intellectual Property; (e) all extensions and renewals thereof; (f) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same; (g) any Confidential Information.
• Prohibited Conduct means and includes the Subscriber’s use of the Service in contravention of the Agreement and Applicable Law; violation of or the abutment of violation of third party rights; infringement or misappropriation of Xchange’s or any persons Intellectual Property Right; attempt to gain or assist another person/ Subscriber to gain unauthorized access to the Platform and/or Services or its related systems or networks; create internet links to the Platform or "frame" or "mirror" any content on any other server or wireless or Internet-based device; act of sending spam, duplicated or unsolicited messages; usage or storage of obscene, threatening, libellous, or otherwise unlawful or tortious material, including harmful material or in violation of third party privacy rights leading to harassment, annoyance, anxiety or inconvenience to any person; modify or make derivative works based upon the Service and/or impersonation in relation to any person or entity, claiming a false affiliation, accessing any other Account without permission, or falsely representing Subscriber Information.
• Registration Data means and includes the telephone number, e-mail address, Subscriber name, Subscriber entity and such other particulars and/or information as may be required by Xchange and supplied by the Subscriber on initial application and subscription.
• Financial Information means and includes details of biometric information, bank account, debit card, credit card details and such other sensitive information, of the Subscriber.
• Subscriber Information means and includes Registration Data, Financial Information and any other data, details or information in relation to the Subscriber, provided by the Subscriber to Xchange in relation to the Services, whether through the Platform, e-mail or any other form of communication, agreeable to the Subscriber and Xchange.
• Inforage means and includes the fees paid by the subscribers to Xchange towards usage of platform, transaction handling, listing, profile ranking.
• Terms and Conditions means and includes the terms and conditions contained in the Agreement more particularly set out hereunder –
1. The Subscribers agree and acknowledge that Xchange is only an online platform that allows the Subscribers to interact with one another for the purpose of exchanging services.
2. The Subscribers are ultimately responsible for choosing and/or interacting with other Subscribers on the Platform and Xchange is only a facilitator that shall not be held responsible or liable for the selection and/or interaction of the Subscribers with other Subscribers on the Platform.
3. Xchange may provide the Subscribers the profile previews of other Subscribers who may be suitable to tender to the requirements of the Subscribers based on information that the Subscribers, does not make any representations or warranties with respect to the other Subscribers or the listings. Xchange shall not be liable, for any reason whatsoever, for any disputes amongst the Subscribers and there is no liability on Xchange for the consequences that the Subscribers may be subjected to while dealing with other Subscribers on the Platform.
4. Information regarding all the Subscribers and/or any third party whose services the Subscribers avail through the Platform as displayed on the Platform is intended for general reference purposes only. Such information is mainly self-reported by the Subscribers and/or the third party and may change from time to time or become out of date or inaccurate. The Subscribers are encouraged to independently verify any such information the Subscribers see on the Platform with respect to the other Subscribers or the listings.
5. The Subscribers understand and agree that any interactions and associated issues with the other Subscribers and/or the third parties with whom the Subscribers interact through the Platform or the third party whose services the Subscribers avail through the Platform including but not limited to any service-related issues, any Prohibited Conduct issue, any fraudulent activity is strictly amongst the Subscribers and/or the third party and the Subscriber shall not hold Xchange responsible for any such interactions and associated issues. If the Subscribers decide to engage with other Subscribers, the Subscribers do so at their own risk.
6. Nothing in this Agreement shall obligate any subscribed to proceed with any transaction between them, and each subscriber reserves the right, in its sole discretion, to terminate the discussions contemplated on platform.
7. Xchange cannot assure that all the transactions will be completed nor does Xchange guarantee the ability or intent of the Subscribers to fulfil their obligations under any transaction. Xchange advises the Subscribers to perform their own investigation prior to selecting and/or interacting with the other Subscribers on the Platform.
8. Xchange does not take any responsibility of the validity of any enquiries, quotations, orders generated by and between the subscribers.
9. Xchange does not guarantee any payments, settlements, conflict resolutions by and between the subscribers.
10. Xchange, at all times, reserves the right, to reject or disable an Account in the event of the Subscriber’s violation of any Applicable Law or anything done by the Subscriber in contravention of this Agreement and including but not limited for any other reason in relation to the safe and secure operation of the Platform.
11. Subject to Applicable Law, Xchange has the right to conduct a background check and verification of the Subscriber Information in order to ensure ethics. In the event if any Account is found fictitious or conflicting, Xchange has the right to reject or disable such Account without cause.
12. Xchange has the right to modify, suspend or terminate all or any part of the Services including its features, structure, fees and layout, and/or suspend or deactivate, whether temporarily or permanently, the Subscriber Account and/or Subscriber’s access to the Platform, at any time, without any prior notice to the Subscriber.
13. Xchange shall endeavor to provide the Subscriber an advance notice, without any obligation to do so, of any suspension or deactivation of the Platform for the purposes of repair, any inspection or testing by a Government Authority, or for maintenance, upgradation, testing or any other reason as Xchange may deem fit. Xchange shall use its best efforts to rectify any disruption of or rectify an error on the Platform and restore regular operations of the Platform.
14. Xchange has the right to issue notifications, confirmations and other communications to the Subscriber, on the Platform, through e-mail, text message or any other form as may be agreed to by the Subscriber and/or send promotional or other relevant information in relation to the Services to the Subscriber. Xchange may also send Subscribers occasional e-mail bulletins unless the Subscribers have opted not to receive these e-mails. The Subscribers shall have the right to unsubscribe from receiving any such notifications or promotional information at any time by sending a mail to Xchange.
15. First time Subscribers can access the Platform for preliminary browsing without creating an Account.
16. The Subscriber undertakes and agrees to provide Subscriber Information, uploading Content and create an Account in order to retrieve specific information and avail the Services.
17. Xchange shall verify the Account by requesting for the one-time password from the Subscriber. The Subscriber undertakes and agrees that a mobile number and/or email id can only be used once to create an Account. The Subscriber is prohibited from creating multiple Accounts and Xchange reserves the right to conduct appropriate verification to detect such multiplicity of Accounts and take appropriate action.
18. The Subscriber undertakes to cooperate with any of Xchange’s personnel in connecting with the Subscriber’s access to the Platform, as may be required by Xchange.
19. Xchange offers a combination of Services which the Subscriber may subscribe to, subject to the need of the Subscriber, upon payment of applicable inforage.
20. The inforage paid by the Subscriber is non-refundable.
21. Xchange reserves the right to revise the inforage, fee of any subscription plan without notice to the Subscriber at any time prior to, at the time of, during the tenor or post subscription of the plan by the Subscriber. Xchange shall intimate the Subscriber of such revised fees and the Subscriber undertakes to pay to Xchange the difference in the amount after such revision.
22. Xchange shall not be responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and Intellectual Property Rights of and/or in relation to the Subscriber Information.
23. Xchange shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Information, in whole or in part.
24. Xchange reserves the right to withhold access, remove or discard any Subscriber Information from the Platform, in whole or in part at on its sole discretion.
25. Xchange shall have the right but not an obligation to maintain or forward any Subscriber Information and to verify the authenticity of any Subscriber Information made available to it through the Platform or otherwise.
26. Xchange does not intend to collect any personal data unless it is contextual to the entity, subscriber information. Subject to Applicable Law and in accordance with the European Union General Data Protection Regulations (EU GDPR), Xchange acknowledges and undertakes to comply on a best effort basis with the rights available to its Subscribers of European nationality/ EU residents set out below:
    1. the right to know the purposes for which the Subscriber Information shall be collected and used;
    2. the right to access information that personally identifies the Subscriber;
    3. the right to rectify incorrect information;
    4. the right to delete or remove information after discontinuation of the Services;
    5. the right to data portability;
    6. the right to restrict data or information from being processed; and
    7. the right to opt out of providing or sharing information with Xchange.
27. The Subscribers of Xchange to whom the EU GDPR applies, understand and acknowledge that these rights shall at all times be subject to Applicable Law and are not an exhaustive list of the rights available pursuant to the EU GDPR. The relevant Subscribers shall exercise any of these rights by raising a personal and direct request with Xchange.
28. The Subscriber shall be liable for all acts conducted through the Subscriber’s Account and shall be responsible for the safekeeping of the details and password of the Account.
29. Subject to Applicable Law, the Subscriber is responsible for notifying Xchange immediately upon becoming aware of any unauthorized access into or misuse of the Account causing a breach of security as per the Terms and Conditions of Xchange. Xchange shall extend support by ensuring immediate termination or suspension of such Account and shall take such other appropriate safety measures as it may deem necessary. Further, Xchange shall not be held liable for any unauthorized access into the Account and/or any loss or damage caused to the Subscriber by such unauthorized access or loss or damage caused as a consequence of the delay or failure of the Subscriber in informing Xchange about such unauthorized access.
30. In order to better protect the secrecy of the Subscriber Information, the Subscriber is encouraged to change the password of the Account from time to time.
31. Xchange undertakes that the procurement, storage, usage, and dissemination of all information including Subscriber Information and/or Content, as the case may be, pursuant to this Agreement, shall at all times, including upon expiration of the Services or termination of the Agreement with the Subscriber, be in accordance with the Applicable Laws.
32. The Subscriber hereby irrevocably and unequivocally authorizes Xchange to utilize Subscriber Information for the purposes including those set out below:
    1. provision of Services in accordance with the Agreement;
    2. disclose Subscriber Information to its directors, officers, employees, advisors, auditors, counsel, or its authorized representatives on a need-to-know basis for provision of the Services;
    3. contacting a Third Party Service Provider and/or facilitating/enabling the services of a Third Party Service Provider for the Subscriber pursuant to the arrangement between Xchange and such Third Party Service Provider;
    4. conducting internal studies, consumer research, surveys, and preparing reports in connection with the Services;
    5. entering the registration data for an Account or receiving alerts, contacting a property seller/buyer;
    6. sending alerts, contact details, promotional messages, and promotional calls whether by Xchange itself or through its partners/vendors and sub-partners/sub-vendors; and
    7. disclosing to third parties (including law enforcement agencies and the Subscriber’s building management personnel) personally identifiable information where Xchange has reasonable cause to believe that the Subscribers are guilty of any Prohibited Conduct.
33. Subject to the need and request of the Subscriber, Xchange shall engage, directly or indirectly, the services of Third-Party Service Providers from time to time in order to provide the Services to the Subscribers, in accordance with the terms and conditions separately agreed to between Xchange and such Third-Party Service Provider.
34. Xchange may recommend services of a Third-Party Service Provider to the Subscriber to provide a one-stop-shop experience in relation to ancillary services.
35. Xchange shall have the unequivocal consent of the Subscriber to share Subscriber Information, in whole or in part, with the Third-Party Service Provider, without intimation to the Subscriber.
36. The Platform may serve as a platform for relevant and interested Third Party Service Providers for the purposes of advertising or promoting their services in relation to the Services provided by Xchange.
37. Nothing contained herein shall constitute or be deemed to constitute an agency or partnership or association of persons for and on behalf of Xchange or any Third-Party Service Provider. The arrangement specified in this clause is strictly executed on a principal-to-principal basis and each concerned person shall be bound for their distinct responsibilities, rights, liabilities, and obligations in accordance with the relevant bilateral agreement between such persons.
38. Any registered Subscriber of the Platform may choose to make inforage payments through the payment gateway(s) authorized by Xchange. In this regard, the Subscribers are asked to provide customary billing information such as name, financial instrument information which shall include the bank account number. The Subscribers must provide accurate, current, and complete information while making the payment through the Platform and it shall be the Subscriber’s obligation to keep this information up-to-date at all times. The Subscribers are solely responsible for the accuracy and completeness of the information provided by them and Xchange shall not be responsible for any loss suffered by the Subscriber as a result of any incorrect information, including payment information provided by the Subscribers.
39. Except for Xchange’s limited role in processing the payments that registered Subscribers authorize or initiate, Xchange is not involved in any underlying transaction between the Subscriber, any other Subscriber, any third person, or any service providers. Xchange is not a bank and does not offer any banking or related services. Xchange may use the services of one or more third parties to provide the Service and process the Subscriber’s transactions. Further, Xchange does not guarantee payment on behalf of any registered Subscriber and explicitly disclaims all liability for any act or omission of any Subscriber.
40. The relationship between Subscribers and Xchange shall be governed by the laws of UAE and all claims or disputes arising therefrom shall be subject to the exclusive jurisdiction of the courts of UAE.

Interpretation

1. Unless the context otherwise requires or a contrary indication appears:
   1. Any reference in this Agreement to an entity includes any individual, corporation, partnership, unincorporated organization, or governmental agency and shall include their respective successors and permitted assigns. In the case of an individual, it shall include his legal representatives, administrators, executors, and heirs, and in the case of a trust, it shall include the trustee or the trustees for the time being.
   2. Headings to Sections and Clauses are for ease of reference only and shall be ignored in the construction of the relevant Sections and Clauses.
   3. The words ‘other’ or ‘otherwise’ and ‘whatsoever’ will not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to.
   4. The singular includes the plural and vice versa, and words importing a particular gender include all genders.