Application Terms & Conditions

Welcome to Odos! We provide a digital platform, available on mobile application and web browser, Odos App (Odos App), for you to buy and sell cryptocurrency and fiat, earn rewards, cashbacks and have access to promotions. Before we get started, there are just a few terms and conditions we need to cover to make sure we’re all on the same page.

Our complete terms and conditions are contained below, but some important points for you to know before you start using our Odos App are set out here:

• to the extent permitted by law, we do not assume any responsibility or Liability, and you waive and release us from all responsibility or Liability, arising from or connected with your use or reliance on the Content provided in the Odos App;
• We may change the Terms (including the fees) and provide the updated Terms in the Odos App or on our Website. If you do not agree to these changes, you may cancel your Account as set out in these Terms;
• we may disclose your personal information to third parties, such as [Fireblocks, Moonoova], as set out in our Privacy Policy;
• subject to your Statutory Rights, our Liability arising from or in connection with these Terms will be limited to [us re-providing you the Odos App including its features];
• subject to your Statutory Rights, we exclude our liability for any Consequential Loss, your acts or omissions, any Third Party Inputs, and any reason beyond our reasonable control; and
• we may, at any time, discontinue the Odos App or exclude any person from the Odos App, for which we will not be responsible for any loss or damage.

Nothing in these terms limits your rights under the Australian Consumer Law.

These terms and conditions (Terms) are entered into between you and Odos Group Pty Ltd (ABN 70 646 325 448) (we, us or our), together the Parties and each a Party.

These Terms govern your use of the Odos App. We may change these Terms at any time and provide the updated Terms in the Odos App or on our Website. We will contact you regarding changes to these Terms via the Odos App:

1. if we make material changes to our Terms, including to introduce new fees or make changes to existing fees, we will provide you with [15] days’ notice. If you do not agree to these changes then you may cancel your Account prior to the changes being implemented (otherwise you will be subject to the changes including charged any new fees); and
2. if we make non-material changes to our Terms, we will provide you with [15] days’ notice prior to the implementation of the changes.

You may only use the Odos App if you are least [18] years of age.

Please note that the Odos App and the content contained on the Odos App (including any recommendations, comparisons and any other tools, information, insights or resources made available to you) (Content) are provided for general information purposes only, and on an “as is” basis. The Content is intended only to provide general information on [improving your financial wellbeing], and you must not use the Content on the basis that it is legal, financial, superannuation or tax advice.

While we use reasonable endeavours to keep the information up to date and to highlight financially beneficial options for you, we make no representation that any information provided is accurate or up-to-date and we do not guarantee that any recommendations or promotions featured on the Odos App are more suitable than promotions or businesses not featured on the Odos App. If you choose to make use of our Content, you do so at your own risk. To the extent permitted by law, we do not assume any responsibility or liability for any Liability, and you waive and release us from all Liability, arising from or connected with your use or reliance on the Content provided in the Odos App. It is your sole responsibility to determine the suitability, reliability and usefulness of the Odos App and our Content for your particular circumstances.

By creating an account on the Odos App, you accept and agree to comply with the Terms, and acknowledge that we [are a credit provider exempt from holding an AFS licence under the Corporations Act 2001 Cth)].

If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

By downloading and using the Odos App, you:

1. warrant to us that you have read and understood these Terms and our Privacy Policy; and
2. agree to use the Odos App in accordance with these Terms. When using the Odos App, you must not do or attempt to do anything that is unlawful or inappropriate, including:
3. anything that would be a breach of an individual’s privacy or any other legal rights;
4. using the Odos App to defame, harass, threaten, menace or offend any person;
5. using the Odos App for unlawful purposes;
6. tampering with or modifying the Odos App (including by transmitting viruses and using trojan horses);
7. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Odos App; or
8. facilitating or assisting a third party to do any of the above acts.

We will handle your Personal Information in accordance with our Privacy Policy.

By accepting these Terms, you consent to our collection, use, storage and disclosure of your Personal Information as set out in the Privacy Policy and these Terms.

We may contact you via the Odos App using in-App notifications or via phone call, text message or email.

6.1 Opening your Account

You may register and create an account (Account) by signing up on our Website or following the steps in the Odos App. Your Account is personal and you must not transfer it to others, except with our written permission. You can have a maximum of one account in your name.

You agree to provide accurate, current and complete information and regularly keep your Account information accurate, current and complete.

You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account. You agree to immediately notify us of any unauthorised use of your Account.

You understand that it is a legal requirement for us to verify your identity before you use the Odos App and its features, and you agree to provide us with such information as is required for us to verify your identity and any other information we require from time to time.

You can start using the Odos App once your identity and Account information has been verified to our satisfaction.

6.2 Cancelling your Account

You may only cancel your Account at any time if:

1. you don’t have any outstanding obligations related to your Account;
2. there is no ongoing investigation of any nature in connection with your Account;
3. you don’t have a pending or disputed transaction;
4. your Account doesn’t have a negative balance; or
5. your Account isn’t subject to a hold or suspension.

We will deduct any fees and any other amounts you owe us under these Terms from your Available Balance in your Account at the time of cancelling your Account. The remaining funds will be paid to you by our third party payment provider.

When you cancel your Account, we will no longer allow any transactions to be made in relation to your Account.

7.1 Purses

You may create purses in your Account for you to transfer digital assets and fiat funds into and withdraw your digital assets or fiat funds from (Purse). You acknowledge and agree that any Purse in your Account is held by a third party provider and we facilitate the transactions in relation to your Purse through your use of the Odos App.

7.2 Link or Unlink a Payment Method

You can link or unlink an Australian bank account, debit or credit card, or your cryptocurrency wallet to your Account as a linked payment method.

7.3 Third Party Payment Provider

[We use third party payment processors for those third parties to provide payment services to you via the Odos App. In doing so, we are not acting as your agent.

In relation to any fiat currency transactions, we use Build Pty Ltd, which holds [insert AFSL details], to facilitate fiat transactions in connection with the Odos App, including [Bano] to hold your fiat currency on your behalf.]

7.4 Fees

The fees payable by you for your use of the Odos App are set out in the Odos App, and are billed by us as set out in the Odos App. We do not charge fees on a pro-rata basis.

What this means is if you close your Account or you change your selected features in the Odos App, you will be billed for that billing period before any changes to your Account are implemented for the following month.

You acknowledge and agree that you are responsible for paying all fees and charges in relation to transactions or withdrawals using the Odos App, including conversion fees charged by third parties.

7.5 Purse Funds

1. The amount of funds available in your Purses (held by third parties) is considered your Available Balance. You will not receive interest or any other earnings on funds held on your behalf by third parties.
2. You acknowledge that the Available Balance can be used at any time to meet any of your financial obligations in respect of your Account.
3. You acknowledge that the funds in your Purses will be held on trust for you in an account maintained and held by third parties.
4. You acknowledge and agree that we may, acting reasonably, recover any amounts due and payable and/or owing to us by you by:
5. sending direct debit requests to your bank account provided by you to us until your financial obligations to us are satisfied; or
6. using a debt collection agency if you are unable to resolve any issues with us within [7 days] of us notifying you of any issue, and you agree that we may take the above actions before using the dispute resolution clause in clause 19 below.

7.6 Withdrawing Money

You may withdraw fiat funds or digital assets from your Purse, subject to your Available Balance, at any time using the methods set out in the Odos App.

We may run promotions on the Odos App which will be governed by their own terms and conditions as set out in the Odos App. If there is any inconsistency between those terms and conditions and these Terms, these Terms will apply. You may choose to opt-in and out of any such promotions on the Odos App.

We provide a range of features and services to you in the Odos App. You may select and change certain features associated with your Account in the Odos App at any time and we will make the selected changes to your Account shortly afterwards.

We are committed to dealing with your complaints fairly and resolving issues in accordance with our policies. You can make a complaint or lodge a dispute by emailing us at [dispute@odos.com].

Certain legislation, including the Australian Consumer Law (ACL) in Schedule 2 of the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Odos App by us to you which cannot be excluded, restricted or modified (Statutory Rights).

If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Odos App provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Odos App) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

This clause will survive the termination or expiry of these Terms.

12.1 Exclusion of liability

Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

1. your acts or omissions;
2. any use of the Odos App by a person or entity other than you, or other than as reasonably contemplated by these Terms;
3. any Third Party Inputs;
4. any illness, injury or death resulting from use of the Odos App; and/or
5. any event outside of our reasonable control.

This clause will survive the termination or expiry of these Terms.

12.2 Limitation of Liability

Despite anything to the contrary, to the maximum extent permitted by law:

1. we will not be liable for Consequential Loss;
2. each Party’s Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of that Party’s personnel); and
3. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to [us reperforming our obligations under these Terms].

This clause will survive the termination or expiry of these Terms.

Your Account and these Terms may be terminated by you at any time, by cancelling your Account as set out above in these Terms.

We may terminate these Terms at any time by giving [1 day] written notice to you.

We may suspend your Account or terminate these Terms immediately upon written notice to you, without limitation, if:

1. you breach any provision of these Terms and that breach has not been remedied within [5] business days of being notified by us;
2. there is any reason outside our control which has the effect of compromising our ability to provide the Odos App; or
3. you are unable to pay your debts as they fall due. These Terms will terminate immediately upon written notice by you, if we:
4. are in breach of a material term of these Terms, and that breach has not been remedied within [10] business days of being notified by you; or
5. are unable to pay our debts as they fall due. Upon expiry or termination of these Terms:
6. we will remove your access to the Odos App;
7. we will immediately cease providing the Odos App to you; and
8. where we terminate the Terms for any reason, you also agree to pay us our additional costs arising from, or in connection with, such termination.

Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

This clause will survive the termination or expiry of these Terms.

You grant us a limited licence to copy, transmit, store and back-up or otherwise access the information, and other data provided by you to us or inputted by you into the Odos App, stored by the Odos App or generated by the Odos App as a result of your use of the Odos App (User Data) and for a reasonable period after the cancellation or suspension of your Account to:

1. provide the Odos App (including for back-ups) to you;
2. diagnose problems with the Odos App;
3. develop other services, provided we de-identify the User Data;
4. enhance and otherwise modify the Odos App; and
5. required to perform our obligations under these Terms.

We do not endorse or approve and are not responsible for any User Data. We may, at any time at our sole discretion, remove any User Data.

We may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Odos App, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, including by commercialising the Analytics, provided that it:

1. does not contain identifying information; and
2. is not compiled using a sample size small enough to make the underlying personal information you provide identifiable.

We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all intellectual property rights in the foregoing.

You agree that:

1. all intellectual property rights in any idea, suggestion, recommendation or request by you, whether made verbally, in writing, directly or indirectly, in connection with the Odos App (Feedback), will at all times vest, or remain vested, in us; and
2. we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.

You agree that the provision of the Odos App may be contingent on, or impacted by, third parties or any goods and services provided by the third parties, including third parties that provide us with IT services, end users, merchants, suppliers, or other subcontractors including Fireblocks Inc, trading as Fireblocks, which holds NMLS Registration Number 2066055 and WESTPAC BANKING CORPORATION ABN 33 007 457 141 trading as Bank of Melbourne (Third Party Inputs). Despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible and will have no liability for any default or breach of these Terms or any law if such default or breach was caused or contributed to by any Third Party Inputs.

To the extent that you are using or accessing the Odos App on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Odos App and any content available on the Odos App.

Apple has no obligation to furnish you with any maintenance and support services with respect to the Odos App.

If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service.

Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

Assignment: Subject to the following clause (Assignment of Debt), you must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

Competitors: You are prohibited from using our Odos App in any way that competes with our business. If you breach this term, we will hold you responsible for Liability we suffer and hold you accountable for any profits that you may make from non-permitted use.

Discontinuance: We may, with written notice to you, discontinue our Odos App, in whole or in part. We may also exclude any person from using our Odos App, at any time at our sole discretion. We are not responsible for any Liability, howsoever arising, whether direct or indirect and/or whether present, unascertained, future, or contingent you may suffer arising from or in connection with any such discontinuance or exclusion.

Disputes: Subject to clause 8.1(e), in the event of any dispute arising from, or in connection with, these Terms (Dispute), the Party claiming there is a Dispute must give written notice to the other Party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the Parties must meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged.

If the Parties do not resolve the Dispute or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either Party (by notice in writing to the other Party) to litigation. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of an appropriate jurisdiction. This clause will survive the termination or expiry of these Terms.

Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.

Governing law: These Terms are governed by the laws of Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria, Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

Notices: Any notice given under these Terms must be in writing addressed to us at the address at the end of these Terms or to you at the address in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email and for in-App communications, at the time you receive the in-App communication.

Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties. We do not act as an escrow agent in relation to your funds held by Assembly, or guarantee or assume responsibility for your Pay, or collect or receive your Pay on your behalf.

Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Third party sites: The App may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Odos App, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Odos App (Affiliate Link) or for featuring certain products or services on the Odos App. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Odos App, or which (if any) third party links are Affiliate Links.

If you would like to contact us, you can email us at [Support@odos.com] or use the contact form on our Website or mail to us at [P.O Box].

Consequential Loss means any loss, damage or costs incurred by you that is indirect or consequential, as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

Purse means the digital e-wallet for your Account which you may transfer into and withdraw digital assets and fiat funds.

Website [odos.com].

ODOS Group Pty Ltd ABN 70 646 325 448

Email: support@odos.com

Last update: 17 Mar, 2022

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