Date of the latest version: January 28, 2019
ODEM’s mission is to improve lives through learning. We enable anyone anywhere to create and share educational courses and enroll in them to learn. We consider our marketplace model the best way to offer valuable educational content to our users. We need rules to keep our Platform and services safe for you, us, and our student and educator community. These Terms apply to all your activities on the ODEM website, the ODEM mobile applications, and other related services provided by ODEM.
Table of Contents
- Purpose and Use of ODEM Platform. Possible Migration of ODEM Tokens
- User’s Website Registration and Account
- Course Enrollment
- Payments, Credits, Refunds, Renege Policy
- Financial Regulation and Cooperation with Legal Authorities and Authorized Financial Institutions and Regulators
- Content and Behavior Rules and Violations (Code of Conduct)
- Intellectual Property Rights
- Certain Risks Relating to ODEM Tokens and the Platform
- Limitation of Liability
- Amendments to Terms, Modifying and Terminating our Services
- Governing Law and Jurisdiction
The following definitions mentioned throughout these Terms shall have the following meanings:
|“Account” – Your ODEM profile, the information you provide on your profile, digital records created for your profile, and logs of data created that are associated with your profile.|
|“Blockchain” – Type of distributed ledger, comprised of unchangeable, digitally recorded, data in packages called blocks.|
|“Cryptocurrency” – A digital asset designed to work as a medium of exchange using cryptography to secure the transactions and control the creation of additional units of the currency.|
|“Currency Agnostic Settlement” or “CAS” – A system that allows ODEM Platform participants to pay for programs or services in their preferred currency by leveraging one of ODEM’s exchange and wallet partnerships with third-party service providers.|
|“Digital Education Certification” or “DEC” – Immutable digital records of academic accomplishment created through the use of the ODEM Platform.|
|“Ecosystem” – Includes the website, the ODEM Platform, and related services made possible by ODEM.|
|“Education Activity Repository” or “EAR” – ODEM provides an Education Activity Repository (EAR), which is a ledger that keeps track of educational activities.|
|“Education Certification Viewing” or “ECV” – Allows employers, universities, students, educators, and service providers to access secure data.|
|“Education Skill Badges” or “ESB” – Students’ on-the-job skills that have been verified by employers.|
|“Education Token Sponsorships” or “ETS” – Educational sponsors promote equal access to learning in a safe and secure location for disadvantaged users.|
|“Educational Program Token Staking” or “EPS” – Students and Educators will use ERC-20-based ODE to commit to academic program offerings by staking. Participants commit ODE to lock in their financial commitment. ODEM‘s staking model follows predefined conditions that grant reward ODE for following through. It docks fees when commitments are not upheld. When a program is scheduled and participants have met all conditions, the staked ODE will be unlocked.|
|“Educator” – Individual who provides or seeks to provide educational services through the ODEM Platform.|
|“ETH” or “Ether” – Value token of the Ethereum Blockchain called “ether”.|
|“Ethereum” – An open-source, public, blockchain-based distributed computing platform featuring smart contract functionality.|
|“Identity Through Education” or “ITE” – Verifies a student’s academic record when issuing institutions are unavailable.|
|“Incentive Management Program” or “IMP” – An ODE reward system for ODEM Platform participants who complete actions such as registering on the Platform, creating a profile, and/or completing an academic program.|
|“Independent Credentialing Verification” or “ICV” – Allows selected records to be automatically transferred from the blockchain to an academic institution’s database.|
|“ODEM Platform” or “Platform” – A distributed education and certification platform, operating on the public Ethereum Blockchain. The Platform distinguishes three main networks where business, learners, and academia will transparently collaborate.|
|“ODEM Tokens Sale” – A restricted initial coin offering (ICO) by ODEM to eligible users regarding purchase of ODEM Tokens.|
|“ODEM Tokens” or “ODE” – Cryptographic tokens created by ODEM and distributed among users that can be used to trade courses and degrees on the ODEM Platform. ODEM Tokens are ERC-20 utility tokens.|
|“ODEM” – ODEM SA, located at Bahnhofstrasse 10, 6300 Zug, Switzerland and is the ODEM Tokens issuer and owner, developer, and provider of an open source university platform.|
|“Perpetual Curriculum Royalty” or “PCR” – Educators will receive ODE in royalties when their licensed passphrase protected blockchain stored curriculum is used by other educators.|
|“Professional Skills Network” or “PSN” – Students who participate in training or obtain certificates on the ODEM Platform are eligible for professional utilization via ODEM employment partners.|
|“Program Revenue Sharing” or “PRS” – Using smart contracts to automatically distribute revenue to ODEM Platform partners, including speaking and literary agents, when their services are delivered through the ODEM Platform.|
|“Services” – Any services provided by ODEM to you (i.a. in connection with the CAS, DEC, EAR, ECV, ESB, ETS, EPS, EPS, ITE, IMP, ICV, PCR, PSN, PRS, or TER) and, as the case may be, any other service that ODEM might decide to offer to you from time to time in its own discretion.|
|“Terms” – These Terms and Conditions.|
|“Training Education Records” or “TER” – Employers can use ODE as vouchers to post employee training credentials on the blockchain.|
|“User” – An individual or entity that purchases and/or uses ODEM Tokens.|
|“Utility Token” – Tokens which are intended to provide access digitally to an application or service by means of a blockchain-based infrastructure. Utility tokens are not “equity tokens”, “revenue sharing tokens”, and “security tokens”, and do not represent ownership of an asset, such as debts or company stock. Through Utility Token ICOs, start-ups can raise capital to fund the development of their blockchain projects, and purchasers can purchase access to such services, sometimes at a discount off the finished product sticker price.|
|“Wallet” – Any type of wallet used for storage of cryptocurrencies.|
|“We/Us” – Shall mean ODEM.|
|“Website” – Shall mean odem.io|
|“Whitepaper” – The most recent version of the document published by ODEM on the Website (as amended from time to time as the case may be), describing the idea and purpose of the ODEM Platform and ODEM Token’s functionality.|
|“You” – An individual or entity that uses ODEM Tokens and/or accesses the ODEM Platform.|
2. Purpose and Use of ODEM Platform. Possible Migration of ODEM Tokens
2 .1. The ODEM Platform is a distributed education and certification platform, operating on the public Ethereum Blockchain. The ODEM Platform seeks to offer a digital marketplace for courses and other high-quality learning opportunities. The ODEM Platform enables businesses, learners, and academia to collaborate in a modern and transparent manner.
ODEM’s Ecosystem relies on a utility token, the ODEM Token. While ODEM intends to develop the Ecosystem, it may opt to develop components of the Ecosystem in a manner that varies from its current stated intent as it deems necessary or desirable in light of business or technical considerations.
2 .2. ODEM is solely a platform provider. In particular, the Platform does not encompass and ODEM is not a provider of:
- Exchange services between virtual and fiat currencies;
- Wallet or custodial services of credentials necessary to access virtual currencies.
2 .3. The purpose of the ODEM Tokens is to be used to access courses, remunerate service providers, and validate degrees within the ODEM Platform. ODEM Tokens are built on the ERC-20 token standard, which allows for simple integration into users’ wallets.
2 .4. Purchase, ownership, receipt, or possession of ODEM Tokens carries no rights, express or implied, other than the right to use ODEM Tokens as a means to enable usage of and interaction with services enabled by the Ecosystem, if the Ecosystem is successfully completed and deployed. In particular, you understand and accept that ODEM Tokens do not represent or confer any ownership right, stake, share, security, equivalent rights, or any right to receive future revenue shares, intellectual property rights, or any other form of participation in or relating to the Ecosystem and/or ODEM, other than any rights relating to the provision and receipt of services in the Ecosystem, subject to limitations and conditions in these Terms. The ODEM Tokens are not intended to be a digital currency, security, commodity, or any kind of financial instrument.
2 .5. The ODEM Tokens will be delivered to you as ERC-20 compliant Ethereum network tokens. Following your purchase of the ODEM Tokens, if you elect to transfer the Tokens from the wallet to another wallet, the wallet to which the ODEM Tokens are transferred must be compatible with Ethereum ERC-20 tokens.
2 .6. ODEM reserves the right to migrate the ERC-20 Tokens to another protocol in the future should ODEM determine, in its reasonable discretion, that doing so is necessary or desirable for the operation of the Ecosystem. Upon ODEM’s request, you agree to promptly take any and all actions reasonably necessary to effectuate the migration of your ERC-20 ODEM Tokens to another protocol identified by ODEM. If you fail to effectuate such migration, the ODEM Tokens may not be compatible with the services provided in the Ecosystem going forward. Notwithstanding any other provision of these Terms, ODEM shall not be responsible or liable for any damages, losses, costs, fines, penalties, or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain, or incur, arising out of or relating to your failure to effectuate such migration of your ERC-20 Tokens to another protocol identified by ODEM.
2 .7. Holders of ODEM Tokens are granted access to the Platform subject to and upon acceptance of these Terms. ODEM Tokens will be an integral part of the Platform and will be necessary to use and access it. Platform fees will be determined in ODEM Tokens. The Platform may accept payments in ETH or other digital currencies at its sole discretion. ODEM reserves its right to introduce a number of additional utility features to ODEM Tokens for which these Terms shall be applicable correspondingly without a change of these Terms being required. Such additional changes may, however, be introduced to the users by being published on the Website.
2 .8. ODEM Tokens are designed to be exchangeable on cryptographic token exchanges. ODEM gives no warranties that ODEM Tokens will be exchangeable on token exchanges, but shall use reasonable efforts to enable exchange of ODEM Tokens on exchanges as reasonably beneficial.
2 .9. ODEM Tokens do not entitle you to any intellectual property rights in regard to ODEM and its products and services.
2 .10. ODEM is not required to consult with you regarding any activities and/or decisions of ODEM or coordinate with you, unless ODEM is legally required to do so under applicable laws and jurisdictions.
3. User’s Website Registration and Account
3.1. For the purpose of the ODEM Tokens Sale, proper use of the Website and ODEM Tokens balance check, you should register on the Website and create an individual account with your respective username and password. You are given access to an account following your provision of all information required and subsequent authorization by the ODEM Platform. You warrant that any and all information provided for the purpose of your account creation and/or any other Website use is valid, current, complete, and accurate. You acknowledge and agree that the opening of an account may be subject to a KYC procedure.
3.2. You hereby expressly acknowledge that you are solely responsible for the use of your username and password for the account and for your use of your account. You agree to keep your login information and password private and to immediately notify ODEM of any unauthorized account activity. You are solely responsible for any loss or damage you or ODEM may suffer as a result of your failure to do so.
3.3. You may deactivate your account with the Website at any time by sending a respective request in the contact form on the Website. We may terminate your use of your account with the Website or freeze any transactions on the ODEM Platform at any time if you violate these Terms, at our sole discretion and without prior notice and without any liability or further obligation of any kind whatsoever to you or any other party, including any refunds.
3.4. In order to i.a. comply with applicable laws and recognized best practice standards, ODEM reserves its right to implement verification or token purchase limitation services on the Website at any time to verify certain eligibility requirements set forth by ODEM or to limit certain residents from purchasing ODEM Tokens. Such measures might include, but are not limited to: KYC-checks, IP address verification or restriction, application of online verification systems and checkboxes, etc. For this purpose, ODEM reserves its right to engage any third parties at its own discretion. Any of the verification or token purchase restriction measures might be modified by ODEM at any time.
3.5. By creating an account, you also consent to receive electronic communications from ODEM (e.g., via email or by posting notices to the Website). These communications may include notices about your account (e.g. password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any applicable legal communication requirements, including, but not limited to, that such communications are in writing or text form. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
4.1. You will implement reasonable and appropriate security measures designed to secure access to:
- The device associated with the email address associated with your account with the Platform;
- Private keys required to access any relevant Ethereum address;
- Your username, password, and any other login or identifying credentials of the Platform.
4.2. In case you suspect a security breach in any of the abovementioned, you will inform us immediately so that we can take all required and possible measures to secure your account, the Website, the ODEM Platform, ODEM Tokens, and /or the systems as whole.
4.3. ODEM does not guarantee the confidentiality or privacy of any communication or information transmitted on the Website or any site linked to the Website, including communications between ODEM and you sent over e-mail.
5. Course Enrollment
5.1. You understand and acknowledge that when a student enrolls in a course, he/she enters into a binding agreement with the respective educator and ODEM is not a party to such agreement. Consequently ODEM is not responsible for the performance of such agreement by neither the student nor the educator in any way, assumes no liability for breach of such contract, and only acts as a service provider on behalf of educators on the basis of a separate Educator Agreement.
5.2. Under our Educator Agreement, when an educator publishes a course on the ODEM Platform, they authorize ODEM to display enrolment to the course to students. The educator further grants ODEM all necessary rights to allow for students to sign up to and follow the course over the ODEM Platform, including a right to use any course support material for the student’s own educational purposes. This means that we have the right to advertise the course to the (potential) students and provide them with any course. As a student, when you enroll in a course, whether it is free or paid, you are getting from ODEM access to view the course via the ODEM Platform. Course material and contents are licensed by ODEM and/or the educator, and not sold to you. This license does not give you any right to resell the course material and contents, including any recordings of any kind, in any manner (including but not limited to by sharing account information with a purchaser or illegally downloading the course and sharing it on torrent sites)].
5.3. Students: For the avoidance of doubt, ODEM grants you (as a student) a limited, non-exclusive, non-transferable (sub-)license to access and view the courses and associated content for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through the services, in accordance with these Terms and any conditions or restrictions associated with a particular course or feature of our services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless we give you explicit permission to do so in a written agreement signed by an ODEM authorized representative].
5.4. We generally give a lifetime access license to our students when they enroll in a course. However, we reserve the right to revoke any license to access and use courses at any point in time in the event where we decide or are obligated to disable access to a course due to legal or policy reasons, for example, if the course you enrolled in is the object of a copyright complaint, or if we determine its content violates generally accepted moral and ethical standards. The lifetime access is not applicable to add-on features and services associated with a course, for example, translation captions of courses may be disabled by instructors at any time, and an educator may decide at any time to no longer provide teaching assistance or Q&A services in association with a course. To be clear, the lifetime access is to the course content but not to the educator.
5.5. Educators: Educators acknowledge that the courses they commit to teach via the ODEM Platform should remain exclusive to the ODEM Platform. For instance, to the extent legally permitted, the educator shall not offer his course or grant access to his course outside of the ODEM Platform. You hereby grant ODEM a limited, non-exclusive, non-transferable license to access and view the courses and associated content and you hereby grant ODEM the permission to grant to students who enrolled in your program limited, non-exclusive, non-transferable sublicenses to (solely for personal, non- commercial, educational purposes) access and view your courses and associated content.
6. Payments, Credits, Refunds, Renege Policy
6.1. In General
6.1.1. Unless otherwise provided at ODEM’s sole discretion, all or part of the payments need to be made prior to the commencement of the course. Such payments may take place through the so-called “staking model” in place on the ODEM Platform and as further described below. When you make a payment, you agree to use a valid payment method.
6.1.2. Students: If you are not happy with your course, ODEM may offer a 30-day refund or credit for course purchases (cf. Section 6.4). You agree and acknowledge that such refund remains at ODEM’s sole discretion.]
6.1.2. Educators: If you are an educator, you agree and acknowledge that ODEM may offer based on valid grounds a 30-day refund to unsatisfied students (cf. section 7.4 and the separate Educator Agreement). You agree and acknowledge to indemnify ODEM, provided that ODEM has duly informed you of the claims brought forward by the student(s). The details are governed by the separate Educator Agreement.
6.2.1. The prices of courses on ODEM are determined based on the terms of the Educator Agreement and our pricing. As a general principle ODEM does only levy transaction fees for the transfer of ODEM Token on educators, since such transaction fees serve as part of the consideration for the debt collecting services provided under the separate Educator Agreement.
6.2.2. Students: The price applicable to a course will be the price at the time you complete your purchase of the course (at checkout). Any price offered for a particular course may also be different when you are logged into your account from the price displayed to users who are not registered or logged in].
6.3.1. The ODEM staking architecture is based on adoption of the Ethereum ERC-900 interface. A student stakes a desired program by committing a small amount of ODE. Educators stake courses they intend to teach. Staking assists the Platform in assessing levels of students’ and educators’ interest. As a principle (and subject to the renege policy), staked tokens of an educator or a student are forfeited in the event such educator or such student backs out.
6.3.2.Students: You agree to pay the fees for courses that you purchase, and you authorize us to charge your ODEM Wallet balance.] ODEM works with third-party payment processing partners to offer you the most convenient payment methods in your country and keep your payment information secure.
6.3.3. Students and educators will use ERC-20-based ODEM Tokens to commit to academic program offerings by staking. Participants commit ODE to lock in their financial commitment. ODEM‘s staking model follows predefined conditions that grant reward ODEM Tokens for following through. It docks fees when commitments are not upheld. When a program is scheduled and participants have met all conditions, the staked ODEM Tokens will be unlocked.
6.3.4. The process is applicable to individual offerings and programs. They do not require another smart contract. Programs can be set up by configuring educational offerings as defined by a set of prerequisites.
6.3.5. Users will be able to see each other’s educational history and credibility scores based on information stored in the Platform, DApp, and Blockchain.
6.3.6. ODEM stakes = percent of stake (based on Oracle / whitelist contract) x number of seats created x cost to register for a seat. By staking:
- An educator commits to teach events within an academic program pending the receipt of a sufficient number of students;
- A student can (i) request an offering of a program or (ii) register for a program (a typical stake will be as little as 10% of the final price of an academic program);
- An educator can commit to teach an offering that a student requested.
When all the conditions are met, a program is ‘locked’.
6.3.7. A locked program triggers definitive collection of ODE in ODEM’s Settlement System. Accordingly, the students are required to pay in advance.
6.3.8. After a program is locked, the educator finishes the events within the program and issues digital certificates to students.
6.3.9. Upon completion of the program, the staked ODE are unlocked and ODEM transfers the collected consideration, minus any refund(s) as the case may be, to the educators and service providers.
6.4. Refunds and Credits
6.4.1. Students: If the course you purchased is not what you were expecting, You can request, within 30 days of your purchase of the course, that ODEM credit/refund your account. We reserve the right to apply a credit or refund, at our discretion, depending on capabilities of our payment processing partners or the platform from which you purchased your course. No credit or refund is due to you if you request it after the 30-day guarantee time limit has passed.
6.4.1. Educators: If you are an educator, you agree and acknowledge that the refund policy complies with the Terms and the Educator Agreement and you instruct ODEM to grant students in its own discretion, refunds, provided that such claims are brought forward prior to lapse of a 30 day period starting after completion of the program and provided that such claims are based on valid grounds. ODEM will duly inform you of any claims brought forward by students.]
6.4.2. To request a credit/refund, please contact ODEM’s Support team on the Website. As detailed in the Educator Agreement, educators agree that ODEM may grant in its own discretion students credits or refunds based on valid grounds only.
6.4.3. At our discretion, if we believe you are abusing our credit/refund policy, we reserve the right to ban your account and to restrict all future use of the services provided in the Ecosystem. If we ban your account or disable your access to a course due to your violation of these Terms or our Trust & Safety Guidelines, you will not be eligible to receive any credit or refund.
6.5.1. ODEM is at the service of the educators, who provide a key contribution to the success of ODEM, its Website, and the ODEM Platform. Accordingly, upon completion of the course, ODEM shall take all necessary steps within its power to ensure that an educator shall receive the payment of the amounts owed to him less any fees, subject to any refunds as the case may be in accordance with the Educator Agreement and these Terms.
6.5.2. Educators: If you are an Educator, you hereby instruct and grant all necessary powers to ODEM to recover any amounts owed to the educator in relation to any program provided by you through the ODEM Platform.
6.6. Renege Policy
6.6.1. As a matter of mandatory Swiss law, the student can always withdraw from the enrolled course. In such cases, the educator receives the staked Token amount, minus any fee, as compensation for the course preparation. Upon completion of the course by the educator, ODEM will transfer the staked ODEM Tokens (either as part of the consideration or as contractual penalty for reneging from a program) from ODEM’s Wallet to the educator’s wallet. A fee will be charged at the expense of the educator as consideration of ODEM for the collection of the student’s course fee and staked ODEM Tokens. A refund of the staked ODEM Tokens to the student’s wallet is only possible (i) if the course has not taken place within 60 days after the ODEM Tokens have been staked towards the course, (ii) if the educator cancels the course for reasons independent of the student(s), (iii) if the student can demonstrate sufficient reasons, such as illness, death of a close family member, or a case of force majeure, preventing his participation in the educator’s course, or (iv) in any further refund triggering events as specified in the Educator Agreement. In all other cases, the student’s ODEM Tokens are forfeited on behalf of the educator.
7.1. All your factual and potential tax obligations are your concern and ODEM is not in any case and under no conditions bound to compensate for your tax obligation or give you any advice related to tax issues, including but not limited to what kind of filing or reporting you need to do with the competent tax authority, which taxes and to which extent you are obliged to pay, which tax exemptions you are eligible to, etc.
7.2. Any amounts that you pay for ODEM Tokens are exclusive of all applicable taxes, unless otherwise provided by mandatory law. You are responsible for determining what, if any, taxes apply to your purchase of ODEM Tokens. It is your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities.
7.3. By purchasing ODEM Tokens, and to the extent permitted by law, you agree to be solely responsible for any applicable taxes imposed on, and agree not to hold ODEM liable for any tax liability associated with or arising from the purchase of ODEM Tokens. You hereby agree to fully indemnify, defend, and hold ODEM harmless from any and all claims, demands, damages, awards, fines, costs, expenses, and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand, or allegation of any tax in any way associated with these Terms, the ODEM Token Sale, the ODEM Token, and usage of the ODEM Token.
7.4. All fees and charges payable by you are exclusive of any taxes, and should certain taxes be applicable, they shall be added on top of the payable amounts.
7.5. Upon ODEM’s request (if there is any request), you will provide any information ODEM reasonably requests to determine whether ODEM is obligated to collect VAT from you, including your VAT identification number. If any deduction or withholding is required by law, you will notify ODEM and pay ODEM any additional amounts necessary to ensure that the net amount that ODEM receives, after any deduction and withholding, equals the amount ODEM would have received if no deduction or withholding had been required.
8. Financial Regulation and Cooperation with Legal Authorities and Authorized Financial Institutions and Regulators
8.1. These Terms, the Whitepaper, any other document, produced and signed by ODEM, information provided on the Website, over the ODEM Platform, and any of their contents are not intended to constitute an offer or solicitation to sell shares or securities.
8.2. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended, and ODEM Services, the Website, and the ODEM Platform are not, do not offer, and shall not be construed as investment s or financial products.
9. Content and Behavior Rules and Violations (Code of Conduct)
9.1. You may not use your ODEM Token to engage in the following categories of prohibited activities and you confirm that you will not use ODEM Tokens to do any of the following:
- Engage in a transaction involving the proceeds of any unlawful activity;
- Defraud or attempt to defraud ODEM;
- Provide false, inaccurate, or misleading information;
- Infringe upon ODEM or any third party’s copyright, patent, trademark, or intellectual property rights.
9.2. Moreover, you may not do any of the following while accessing or using the ODEM Platform, the Website, and any related services:
- Access, tamper with, or use non-public areas of the ODEM Platform, ODEM’s computer systems, or the technical delivery systems of ODEM’s service providers;
- Disable, interfere with, or try to circumvent any of the features of the ODEM Platform related to security or probe, scan, or test the vulnerability of any of our systems;
- Copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of or content on the ODEM Platform;
- Access or search or attempt to access or search the ODEM Platform by any means (automated or otherwise) other than through our currently available search functionalities that are provided via our Website and mobile apps;
- In any way use the ODEM Platform to send altered, deceptive, or false source-identifying information (such as sending email communications falsely appearing as ODEM); or interfere with or disrupt (or attempt to do so) the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or services, or in any other manner interfering with or creating an undue burden on the services;
- Take any action that imposes an unreasonable or disproportionately large load on ODEM’s infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
- Transmit or upload any material to the Website that contains viruses, trojan horses, worms, malware, or any other harmful or deleterious programs;
- Otherwise attempt to gain unauthorized access to the Website, computer systems, or networks connected to the Website, through password mining or any other means;
- Discriminate against one or several other participants;
- Post or in any way share illegal, false, inaccurate, misleading, obscene, menacing, deceptive, defamatory, or libelous content;
- Use robots, spiders, scrapers, data mining tools, data gathering and extraction tools, or other similar automated means to collect data.
9.3. ODEM reserves the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request. ODEM reserves the right to cancel and/or suspend your account and usage of ODEM Tokens immediately and without notice if we determine, in our sole discretion, that your account and usage of ODEM Tokens is associated with prohibited use, and/or a prohibited business and money laundering or illegal activity under applicable law.
10. Intellectual Property Rights
10.1. ODEM retains all right, title, and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information, source code, brand names, graphics, user interface design, text, logos, images, information, and data pertaining to ODEM, the ODEM Platform, the Website, and any ODEM activities, whether or not patentable, copyrightable, or protectable in trademark, and any trademarks, copyrights, or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
10.2. These Terms shall not be understood and interpreted in a way that they would mean license over or assignment of intellectual property rights, unless it is explicitly stated in these Terms. In cases of reasonable doubt or uncertainty, you shall contact ODEM prior to any use of any intellectual property.
10.3. You are being granted a non-exclusive, non-transferable, revocable license to access and use the Website, the ODEM Platform, and the ODEM Tokens strictly in accordance with these Terms. ODEM may revoke this license at any time at its sole discretion and may do so tacitly, for instance by terminating your account.
10.4. ODEM has valid, unrestricted, and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology, and other intellectual property necessary to conduct selling of ODEM Tokens and activities . There are no implied licenses under these Terms.
10.5. The ODEM name and logo and any ODEM product or Service names, logos, or slogans that may appear on the Website, the ODEM Platform, or services are trademarks of ODEM and may not be copied, imitated, or used, in whole or in part, without our prior written permission. You may not use any meta tags or other “hidden text” utilizing “ODEM Tokens” or any other name, trademark, product, or service name of us without our prior written permission. In addition, the look and feel of the Website and its content, including, without limitation, all page headers, custom graphics, button icons, and scripts, constitute the service mark, trademark, or trade dress of ODEM and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, ODEM names, or logos mentioned on the Website are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by ODEM.
11. Certain Risks Relating to ODEM Tokens and the Platform
11.1. You understand that digital assets, the ODEM Platform, ODEM Tokens, Blockchain technology, Ethereum, Ether, and other associated and related technologies are new, untested, and outside of ODEM’s exclusive control. Adverse changes in market forces or the technology, broadly construed, will excuse ODEM’s performance under these Terms.
11.2. There is a risk that in some jurisdictions the ODEM Tokens and other digital assets might be considered to be a security, or that it might be considered to be a security in the future. ODEM does not give warranties or guarantees that ODEM Tokens are not a security in all jurisdictions. Each user of ODEM Tokens shall bear his own legal or financial consequences of ODEM Tokens being considered a security in their respective jurisdiction. Every user is bound to check if acquisition and disposal of ODEM Tokens is legal in their jurisdiction, and by accepting these Terms, each user undertakes not to use ODEM Tokens should their use not be legal in the relevant jurisdiction. If a user establishes that the use of ODEM Token under these Terms is not legal in their jurisdiction, they should not use the ODEM Token, not acquire them, and should immediately stop using or possessing them if such case arises.
11.3. Acquiring cryptographic tokens in possession and exchanging them for other cryptographic tokens will most likely continue to be scrutinized by various regulatory bodies around the world, which has so far given mixed reactions and regulatory impact. The legal ability of ODEM to provide ODEM Tokens and the Platform in some jurisdictions may be eliminated by future regulation or legal actions. In the event it turns out with a high degree certainty that ODEM Tokens are not legal in certain jurisdictions, ODEM will either cease operations in that jurisdiction, or adjust ODEM Tokens and the ODEM Platform in a way to comply with the regulation should that be possible and viable.
11.4. The tax characterization of ODEM Tokens is uncertain. You must seek your own tax advice in connection with purchasing ODEM Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements.
11.5. The ODEM Tokens are intended to be used solely within the Ecosystem, and ODEM will not support or otherwise facilitate any secondary trading or external valuation of ODEM Tokens. This restricts the contemplated avenues for using ODEM Tokens to the provision or receipt of services, and could therefore create illiquidity risk with respect to the ODEM Tokens you own. Even if secondary trading of ODEM Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to ODEM Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
11.6. Even though there are currently online services available which enable possibility of exchange of cryptographic tokens (as ODEM Token) between themselves, and also, some of them enable exchange of cryptographic tokens for fiat money, there are no warranties and/or guarantees given that ODEM Tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with the capacity (volume) of such potential exchange. It shall be explicitly cautioned, that such exchange, if any, might be subject to poorly-understood regulatory oversight, and ODEM does not give any warranties in regard to any exchange services providers. Users might be exposed to fraud and failure. In any case, ODEM will not enable exchange of ODEM Tokens for other cryptographic tokens or for fiat currency. User may not at any given time be able to acquire or dispose of its ODEM Tokens due to lack of liquidity.
11.7. Value of ODEM Tokens may fluctuate and their users might suffer loss in value of such acquired Tokens. There might be different reasons that would cause unfavourable fluctuations of the value of the ODEM Tokens.
11.8. ODEM Tokens are unlike bank accounts or accounts at some other financial institutions and are entirely uninsured.
11.9. There is a risk that the Website and ODEM Tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of ODEM Tokens. You are further aware that ODEM provides its services via the internet or communication networks. In particular, technical malfunctions, operational disruptions, disruptions or interruptions of communication networks, and the failure of IT infrastructures or other parts of the infrastructure used for the provision of services may result in temporary impairments or interruptions of ODEM SA’s Service provision. ODEM therefore does not warrant the uninterrupted availability and accuracy of its services.
11.10. It is possible that ODEM, ODEM Tokens, or the ODEM Platform will not be used by a large number of individuals, businesses, and other organizations, and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the ODEM Platform.
11.11. The ODEM Platform is currently under development and may undergo significant changes before release. Your expectations regarding the form and functionality of the ODEM Platform and ODEM Tokens may not be met upon release of Website, deployment of the ODEM Platform, additional products and services for any number of reasons, including a change in the design and implementation plans and execution of the implementation of ODEM Tokens.
11.12. There is a risk that due to different reasons the ODEM Platform and the ODEM Tokens may never be released and operational, even though ODEM will make reasonable efforts to complete and deploy these.
11.13. You acknowledge that there are risks associated with using the ODEM Tokens including, but not limited to, the failure of hardware, software, and internet connections. You acknowledge that ODEM shall not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Website, the ODEM Platform, and ODEM Tokens, howsoever caused.
11.14. It is possible that alternative ecosystems could be established that utilize the same open source code and protocol underlying this Ecosystem and attempt to facilitate services that are materially similar to our services. The ecosystem may compete with these alternatives, which could negatively impact our Ecosystem and ODEM Tokens, including the utility of the ODEM Tokens for obtaining services.
11.15. The Ecosystem is still under development and may undergo significant changes over time. Although ODEM intends for the ODEM Tokens and Ecosystem to function as described in these Terms and the Whitepaper, and intends to take commercially reasonable steps toward those ends, ODEM may have to make changes to the specifications of the ODEM Tokens or the Ecosystem for any number of legitimate reasons. Moreover, ODEM has no control over how other participants will use the Ecosystem, what products or services will be offered through the Ecosystem by third parties, or how third-party products and services will utilize ODEM Tokens (if at all). This could create the risk that the ODEM Tokens or Ecosystem, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite ODEM’s good faith efforts to develop and participate in the Ecosystem, it is still possible that the Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Ecosystem, ODEM Tokens, and the potential utility of the ODEM Tokens, including the utility of the ODEM Tokens for obtaining services.
11.16. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in the ODEM Tokens’ utility (including their utility for obtaining services), the failure of commercial relationships, or intellectual property ownership challenges, the Ecosystem may no longer be viable to operate or ODEM may dissolve.
11.17. The success of the Ecosystem, services, and ODEM Tokens is dependent in large part to the adoption of the Ecosystem, services, and underlying technology by educators and students. It is possible that educators and/or students do not adopt or use the Ecosystem. Such lack of use or interest could negatively impact the development of the Ecosystem and therefore the potential utility of the ODEM Tokens, including the utility of the ODEM Tokens for obtaining services in the Ecosystem.
11.18. ODEM is a young company and the growth of the team and its capabilities may take longer than expected to result in the intended usefulness for the ODEM Tokens. The ODEM Tokens are just one product in a highly competitive market, and broad adoption by other users and developments by technology partners may take longer than expected. The usefulness of the ODEM Tokens depends on the extent of widespread adoption of the offered technology by the marketplace.
11.19. The ODEM Tokens are intended to represent a new capability on emerging technology that is not fully proven in use. As the technology matures, new capabilities may dramatically alter the usefulness of the ODEM Tokens or the ability to use or sell them. The functionality of the ODEM Tokens is complex, will require enhancements and product support over time, and full functionality may take longer than expected. The full functionality of the ODEM Tokens is not yet complete and no assurance can be provided of such completion.
11.20. Hackers or other groups or organizations may attempt to interfere with your third-party wallet, the Website, or the availability of ODEM Tokens and ETH in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.
11.21. ODEM Tokens are based on the Ethereum Blockchain. As such, any malfunction, unintended function, or unexpected functioning of the Ethereum protocol may cause the ODEM Tokens to malfunction or function in an unexpected or unintended manner. Ether, the native unit of Ethereum, may itself lose value in ways similar to ODEM Tokens, and also other ways.
11.22. Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the Ethereum network, associated Blockchain networks, digital assets, and ODEM Tokens could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital tokens like ODEM Tokens, which could impede or limit their existence, permissibility of their use, possession, and their value.
11.23. Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum, ODEM Tokens, and the Platform, which could result in the theft or loss of ODEM Tokens.
11.24. As with other decentralized cryptocurrencies, Ethereum Blockchain, which is used for the ODEM Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the ODEM Tokens, expected proper execution, sequencing of ODEM Tokens, and expected proper execution and sequencing of Ethereum contract computations in general. Despite the efforts of ODEM and the Ethereum Foundation, the risk of known or novel mining attacks exists. Mining attacks, as described above, may also target other blockchain networks, which the ODEM Tokens interact with and consequently the ODEM Tokens may be impacted in that way to the extent, described above.
11.25. It is possible that the Ethereum network or any other network, to which the ODEM Tokens are interacting with, malfunctions in an unfavourable way, including but not limited to one that results in the loss of ODEM Tokens.
11.26. Cryptocurrencies and Blockchains are new and untested technologies. In addition to the risks set forth herein, there are risks that ODEM cannot foresee and it is unreasonable to believe that such risks could have been foreseeable. Risks may further materialize as unanticipated.
11.27. If the value of ETH fluctuates unfavorably after the ODEM Token Sale, the ODEM team may not be able to fund development, or may not be able to develop or maintain the Ecosystem in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of ETH, including another DAO-like attack on the Ethereum network, or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
11.28. Cryptographic tokens such as the ODEM Tokens are a new and untested technology. In addition to the risks included in these Terms and the Whitepaper there are other risks associated with your purchase, possession, and use of the ODEM Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
12. Limitation of Liability
12.1 Using ODEM at Your Own Risk
12.1.1. Anyone can use ODEM to create and publish courses and we enable educators and students to interact for teaching and learning. Like other platforms where people can post content and interact, some things can go wrong, and you use ODEM at your own risk.
12.1.2. ODEM enables anyone, anywhere to create and share educational courses. Our Platform model means we, as a platform provider, are not in a position to review or edit the courses for legal issues, and we are not in a position to determine the legality of course content. We do not exercise any editorial control over the courses that are available on the Platform and, as such, do not guarantee in any manner the reliability, validity, accuracy, or truthfulness of the courses. If you enroll in a course, you rely on any information provided by an educator at your own risk.
12.1.3. Students: By using the ODEM Platform, you may be exposed to content that you consider offensive, indecent, or objectionable. ODEM has no responsibility to keep such content from you and no liability for your access or enrollment in any course, to the extent permissible under applicable law. This also applies to any courses relating to health, wellness, and physical exercise. You acknowledge the inherent risks and dangers in the strenuous nature of these types of courses, and by enrolling in such courses, you choose to assume those risks voluntarily, including risk of illness, bodily injury, disability, or death. You assume full responsibility for the choices you make before, during, and after your enrollment in a course.]
12.1.4. When you interact directly with a student or an educator, you must be careful about the types of personal information that you share. You should not share personal information about you.
12.1.5. We do not hire or employ educators nor are we responsible or liable for any interactions involved between educators and students. By enrolling in a program, students enter into a separate agreement with educators to which ODEM is not a party. Accordingly, we are not liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of educators or students.
12.1.6. When you use the ODEM Platform, you will find links to other websites that we do not own or control. We are not responsible for the content or any other aspect of these third-party sites, including their collection of information about you. You should always read their terms and conditions and privacy policies.
12.2. LIABILITY AND INDEMNIFICATION
12.2.1. The liability of ODEM – regardless of their legal basis – is expressly excluded within the scope of what is legally permissible. In particular ODEM and its respective officers, employees, or agents, in regard to the Ecosystem and ODEM Tokens, be in no event liable to you or anyone else for (i) slight negligence, (ii) loss of data as e.g. a result of temporary impairments or interruptions to the availability of ODEM’s Services or as a result of transmission errors, (iii) indirect or consequential damages or loss of profits, (iv) unrealized savings or (v) any acts or omissions of ODEM’s auxiliaries, whether contractual or non-contractual. ODEM excludes herewith any liability for employees and auxiliary persons in accordance with Art. 101 para. 2 of the Swiss Code of Obligations.
ODEM shall therefore only be liable to you for damages arising from the existing contractual relationship with you – for whatever legal reason – in the event of intentional and gross negligent causation.
12.2.2. Further, neither ODEM nor any of our licensors or partners (such as e.g. educators) will be responsible for any compensation, reimbursement, or damages arising in connection with:
- Your inability to use the Website, the ODEM Platform, or ODEM Tokens, including without limitation as a result of any termination or suspension of the Ethereum network or this agreement, including as a result of power outages, maintenance, defects, system failures, or other interruptions;
- The cost of procurement of substitute goods or services;
- Any investments, expenditures, or commitments by you in connection with these Terms or your use of or access to the Website, the ODEM Platform, and ODEM Tokens; or
- Any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key, or other credentials, associated with the Website, the ODEM Platform, and ODEM Tokens.
12.2.3. You will defend, indemnify, and hold harmless us, our licensors and partners, each of our respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to any third-party claim concerning these Terms or your use of the Website, the ODEM Platform, and ODEM Tokens contrary to these Terms. If we are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
12.2.4. The information, software, products, and services included in or available through the Website and Platform may include inaccuracies or typographical errors. Changes are periodically added to the information herein. ODEM and/or its suppliers may make improvements and/or changes to the Website and Platform at any time. ODEM makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the Website, the ODEM Platform, ODEM Tokens, information, software, products, services, and related graphics contained on the Website for any purpose. To the maximum extent permitted by applicable law, the Website, ODEM Platform, ODEM Tokens, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. ODEM hereby disclaims all warranties and conditions with regard to the Website, the ODEM Platform, ODEM Tokens, information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement. Hence, ODEM accepts no liability whatsoever for information that can be accessed from or via the Website or in marketing emails. The information contained on the Website is subject to change at any time. ODEM can neither guarantee that this information is complete nor that it is up-to-date. Their use is at your own risk.
12.2.5. You warrant to ODEM that you will not use the Website, the ODEM Platform, or the ODEM Tokens for any purpose that is unlawful or prohibited by these Terms. You may not use the ODEM Platform or ODEM Tokens in any manner that could damage, disable, overburden, or impair the ODEM Platform, ODEM Tokens, or the Website.
12.2.6. ODEM shall further not be liable if the provision of the services is temporarily interrupted due to force majeure, limited in whole, in part, or impossible. Force majeure includes in particular, power failure and the occurrence of harmful software (e.g. virus attack) or cyber attacks.
13. Amendments to Terms, Modifying, and Terminating our Services
13.1. You acknowledge and accept that these Terms, the ODEM Platform, and/or the Website are subject to change, modifications, amendments, alterations, or supplements at any time without prior written notice, at ODEM’s sole discretion. It is ODEM SA’s responsibility to announce the changes of Terms in advance and in an appropriate manner. Without an objection in text form (including e-mail) within one month of notification, the changes shall be deemed to have been approved. In the event of objection, you are free to terminate the business relationship with immediate effect. The date of the most recent amendments and alterations will be indicated at the top of these Terms.
13.2. You acknowledge and accept that ODEM reserves the right at any time, in its sole and complete discretion, to modify or to temporarily or permanently suspend or eliminate the ODEM Platform and/or the Website, and/or disable any access to the ODEM Platform and/or the Website for any reason.
13.3. If individual provisions of these Terms are deemed to be invalid, this shall not affect the validity of these Terms. In such a case, the invalid provision shall be replaced by a corresponding provision which is as economically equivalent as possible.
14. Governing Law and Jurisdiction
14.1. These Terms and any disputes arising out of or in connection with the relationship between ODEM and you shall be governed exclusively by Swiss substantive law and excluding the United Nations Convention on Contracts for the International Sale of Goods.
14.2. The courts of the City of Zurich, Switzerland are exclusively competent for any disputes, disagreements, or claims arising from or related to these Terms.