Company	Effective Date	Last Updated
Oudience LLC – Sharjah Media City Free Zone (SHAMS)	20th October 2025	20th October 2025

 

Welcome to OREYA, a mobile and web application (collectively called “Application” or “App”) developed and operated by OUDIENCE ("we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the OREYAapp and any related services (collectively, the "Services”, “services"). By accessing or using our Services, you agree to be bound by these Terms.

Please read these terms carefully before using our services. If you do not agree with these terms, please do not use the app.

Unless otherwise defined in the Definitions& Interpretations section of this document, the meaning of any word or phrase shall be interpreted in accordance with the definitions provided in the Oxford English Dictionary, as applicable at the time of reading. In the event of a conflict, definitions provided in the Definitions section shall take precedence over the Oxford English Dictionary.

·      Parties:“OUDIENCE LLC”, “OUDIENCE”, “Oudience”, “we”, “us”, or “our”means a company incorporated in Sharjah Media City Free Zone (SHAMS), United Arab Emirates, which owns and operates the “OREYA”, “Oreya” platform (“Platform”). “Vendor”, “you”, or “your” means any business, consultant, or entity, that registers to list, sell, or provide products, consultation, food and beverages, reservations (collectively, “Items”) through the Platform.

·      Platform:Defined as the OREYA application operated by OUDIENCE LLC that constitutes of mobile application on Android, iOS, websites, dashboard, and other related devices, digital tools, digital services through which Vendors may onboard, list items, and receive customer orders, reservations, customer support, or feedbacks.

·      Relationship:This Agreement governs the commercial relationship between Oudience LLC and Vendors. It establishes the terms under which Vendors use the Platform and specifies responsibilities, rights, commissions, and dispute procedures.

·      Incorporated Policies:These Terms incorporate by reference and form a single agreement together with the following Vendor Legal Documents (collectively, “Vendor Policies”). By accepting these Terms of using the Platform, you also accept and agree to all Vendor Policies as mentioned below:

o  Privacy & Data Protection Policy;

o  Community Guidelines;

o  Payment, Refunds, Commission, & Dispute Policy;

o  End-User License Agreement (EULA); and

o  Copyright & Intellectual Property Rights Policy (shared policy between customers and vendors).

·      Role of Oudience LLC:Oudience LLC operates solely as a facilitator and intermediary providing digital infrastructure, technical support, and payment facilitation through licensed payment processors. Oudience LLC is not a buyer, seller, manufacturer, or agent of any Vendor Item, except as expressly stated in writing.

·      Third-party service providers:We may engage trusted external service providers (e.g., for hosting, payments, identity verification, analytics, content safety, communications). They process data only on our instructions and in accordance with applicable law. Provider identities need not be publicly disclosed for confidentiality and security; see the Privacy & Data Protection Policy.

·      Interpretation:Headings are for convenience only and do not affect interpretation. References to “laws of the UAE” include federal laws as applied in the Emirate of Sharjah. Any ambiguity shall be resolved in a manner consistent with the principles of Islamic Sharia on morality, good faith, and fairness.

·      Eligibility:Vendors must be duly licensed under UAE law or equivalent laws of their jurisdiction and authorized to offer the Items they list and Vendors must also comply with all applicable UAE commercial, consumer-protection, data-protection, and Sharia-compliance regulations.

·      Application:Vendors must complete the onboarding process truthfully by filling out the Vendor Registration Form.

·      Verification:Oudience LLC reserves the right to verify Vendor authenticity and may decline or revoke registration without providing reasons, especially where business activities appear inconsistent with UAE law or Sharia principles.

·      Account Security:Vendors are responsible for protecting dashboard credentials and shall notify us immediately of any unauthorized access. The Contact section below shows how to notify us.

·      Commission Basis:Oudience LLC earns a commission or service fee on each transaction completed through the Platform, as specified in the Vendor Payment, Commission & Dispute Policy.

·      Payment Flow:

o  Customers pay for Items through licensed payment service providers integrated into the Platform.

o  Funds are first received into Oudience LLC’s designated payment account; our commission and any applicable fees are deducted; the balance is then remitted automatically to the Vendor through our payment intermediary.

o  Payment timelines, thresholds, and currencies are detailed in the Vendor Payment, Commission & Dispute Policy.

·      Invoicing:

o  The Vendor issues an invoice directly to the customer for the purchase.

o  Oudience LLC separately issues an invoice to the Vendor for commissions and related fees.

o  Vendors are responsible for VAT or equivalent tax obligations in their jurisdiction.

·      Adjustments & Chargebacks:In the event of refunds, cancellations, or chargebacks, Oudience LLC may adjust future payouts or recover amounts as described in the Payment Policy.

·      Compliance:Vendors must:

o  comply with all applicable UAE laws.

o  honor all customer transactions lawfully entered through the Platform;

o  ensure accurate, truthful, and non-misleading listings; and

o  comply with the Community Guidelines and Privacy & Data Protection Policy.

·      Fulfilment: Vendors are solely responsible for:

o  timely delivery or performance of Items;

o  quality, safety, legality, and conformity of Items with their descriptions; and

o  all after-sales service, warranty, replacements, or refunds as required by law.

·      Communication:Vendors shall respond promptly and courteously to customer inquiries and Oudience LLC support requests. Any dispute must be handled in good faith and consistent with Sharia principles of honesty and fairness.

·      Confidentiality:Vendors may receive limited customer data necessary to fulfill orders. Such data must be used only for that specific transaction and kept confidential, in accordance with the Privacy & Data Protection Policy.

·      Prohibitions:Vendors must not list or provide:

o  Items that are prohibited by UAE law or Islamic Sharia;

o  Any Item infringing intellectual-property rights;

o  Items requiring governmental approval not lawfully obtained.

·      Compliance Check:Oudience LLC may review listings and remove, suspend, or reject Items that, in its reasonable opinion, violate these restrictions or offend public morality.

·      Indemnity for Breach:The Vendor shall indemnify Oudience LLC for any claim, loss, or penalty arising from sale or advertisement of prohibited Items.

·      Ownership:All OREYA platform code, interface, designs, and brand assets remain the exclusive property of Oudience LLC.

·      Vendor Materials:Vendors retain ownership of their own brand names, logos, product images, and descriptions (“Vendor Materials”).

·      License to Oudience LLC:The Vendor grants Oudience LLC a non-exclusive, royalty-free, worldwide license to use, reproduce, display, distribute, and adapt Vendor Materials for the purposes of listing, promoting, and marketing the Vendor’s Items on the Platform and associated channels (including social media and email campaigns).

·      Representations:The Vendor warrants that all Vendor Materials are original, lawfully owned or licensed, and do not infringe any third-party rights.

·      IP Violations:Oudience LLC may remove any content that appears to violate IP rights or UAE law, without prior notice, and may cooperate with lawful authorities in such matters.

·      Platform Limitation:To the maximum extent permitted by UAE law, Oudience LLC acts only as a facilitator of transactions, andall services are provided “as is” and on “as available” basis. Oudience LLC shall not be liable for:

o  Vendor revenue loss, data loss, reputational harm, or consequential damages;

o  Customer behavior, cancellation, or misuse;

o  Interruptions or delays caused by external payment or hosting providers.

·      Liability Cap:If liability cannot be excluded, the total cumulative liability of Oudience LLC to the Vendor shall not exceed the total commission paid by that Vendor to Oudience LLC in the preceding six (6) months.

·      Indemnification:The Vendor shall indemnify and hold harmless Oudience LLC, its affiliates, directors, and employees from any claim, loss, or expense arising out of:

o  Breach of these Terms or any incorporated policy;

o  Vendor’s unlawful, negligent, or immoral acts;

o  Any Item’s defect, misrepresentation, or IP infringement; or

o  Violation of customer data-protection obligations.

·      Our Rights:We may suspend or terminate the Vendor’s account, listings, or payouts, with or without notice, if:

o  the Vendor breaches this Agreement or UAE/Sharia law;

o  Items violate morality, decency, or legality;

o  False or misleading information was provided during onboarding; or

o  Continuation poses reputational or legal risk to Oudience LLC.

·      Vendor Termination:The Vendor may terminate participation upon thirty (30) days’ written notice through the dashboard or official email, provided all pending transactions, commissions, and customer obligations are fulfilled.

·      Effect:

o  All outstanding commissions and fees remain due upon termination.

o  Clauses concerning IP license, confidentiality, limitation of liability, financial transaction data and indemnification survive termination.

o  Termination does not relieve either party of obligations accrued before termination.

·      Primary Resolution:Vendors must attempt in good faith to resolve disputes directly with the customer before requesting Oudience LLC’s involvement.

·      Optional Mediation:We may, at our sole discretion, offer non-binding internal mediation for certain disputes. We are not obligated to mediate and may decline if a dispute has been previously documented or is repetitive.

·      Oudience LLC Mediation:We may, at our discretion, facilitate non-binding mediation between Vendors and customers. Participation in mediation does not constitute legal representation or admission of liability by Oudience LLC.

·      Mediation Fee:If mediation is conducted, a flat, non-refundable dispute-processing fee may be charged to the party found at fault or in breach, as determined by us under fair and Sharia-compliant principles.

·      Court Jurisdiction:Disputes not resolved amicably shall be referred to the competent courts of the Emirate of Sharjah, United Arab Emirates.

·      Governing Law:This Agreement and all non-contractual obligations are governed by the laws of the United Arab Emirates as applied in the Emirate of Sharjah, with reference to the principles of Islamic Sharia relating to morality, fairness, and good faith.

·      Jurisdiction:The courts of Sharjah shall have exclusive jurisdiction to settle disputes, unless Oudience LLC elects arbitration or another forum under a separate written agreement.

·      Language:This Agreement is drafted in English. Any translation shall be for convenience only. In case of inconsistency, the English version prevails, except that an Arabic translation required for UAE court submission shall faithfully reflect this text.

·      Entire Agreement & Updates:These Terms, together with the incorporated Vendor Policies, represent the entire agreement between the parties. Oudience LLC may amend these Terms or related policies from time to time by posting updated versions on the Platform. Continued use of the Platform following any update constitutes acceptance.

Thank you for reading our Terms of Service for Vendors. If you have any further questions, please feel free to contact usby filling out the form available in-app or on our website’s contact page  and we shall be happy to answer.