Company	Effective Date	Last Updated
Oudience LLC – Sharjah Media City Free Zone (SHAMS)	22ndOctober 2025	22ndOctober 2025

 

This End-User License Agreement (“Agreement”) governs the Vendor’s access to and use of the OREYA Vendor Dashboard, associated application programming interfaces (APIs), and connected tools (collectively, the “Platform”), provided by Oudience LLC, a company incorporated in Sharjah Media City Free Zone (SHAMS), United Arab Emirates (“Oudience LLC,” “we,” “us,” or “our”).

By accessing or using the Platform, uploading content, or linking payment accounts, you (“Vendor,” “you”) agree to be bound by this Agreement, the Vendor Terms of Service, the Vendor Privacy & Data Protection Policy, and any additional operational guidelines issued by Oudience LLC from time to time.

If you do not agree, you must not access or use the Platform or any related APIs.

This Agreement sets out your limited rights to use the OREYA software and related services. It does not transfer ownership of any intellectual property and does not constitute a sale of the software or of any associated rights.

·      Grant:Oudience LLC grants the Vendor a limited, non-exclusive, non-transferable, revocable license to access and use the Vendor Dashboard and related APIs solely for the purpose of listing, managing, and fulfilling marketplace transactions on the OREYA Platform in accordance with this Agreement and applicable UAE law.

·      Restrictions:Except as expressly permitted herein, the Vendor shall not:

o  copy, reproduce, modify, or create derivative works from the Platform or its interfaces;

o  decompile, reverse engineer, or attempt to access source code or hidden functionality;

o  interfere with, circumvent, or compromise the security, performance, or integrity of the Platform or related systems;

o  access the Platform using automated tools, bots, or scraping software;

o  sublicense, rent, or otherwise make the Platform available to third parties;

o  use the Platform for any unlawful, immoral, or non-permitted purpose; or

o  upload, transmit, or distribute viruses, malicious code, or data that may damage the Platform.

Any breach of these restrictions constitutes an unauthorized act and results in immediate termination of access without prejudice to Oudience LLC’s other legal remedies.

·      Compliance:The Vendor must use the Platform in full compliance with UAE law, Islamic Sharia principles, and the policies established by Oudience LLC. Vendors are responsible for ensuring that all listed items comply with decency, safety, and lawfulness requirements.

·      Accuracy of Information:Vendors shall maintain accurate and up-to-date business, financial, and listing information at all times. Oudience LLC is not responsible for inaccuracies, misrepresentations, or false descriptions provided by Vendors.

·      Data Protection:Vendors must handle all Customer information obtained through the Platform strictly in accordance with the Vendor Privacy & Data Protection Policy and may use such data only for legitimate order fulfillment purposes. Vendors are independently responsible for securing their systems and preventing unauthorized access to such data.

·      Indemnity:The Vendor agrees to indemnify and hold harmless Oudience LLC, its affiliates, officers, and employees against all claims, damages, losses, or costs (including legal fees) arising out of (a) the Vendor’s misuse of the Platform; (b) breach of this Agreement; or (c) violation of applicable laws or third-party rights.

The Vendor is solely responsible for maintaining the confidentiality of login credentials, API keys, and access tokens associated with the Platform. Any action taken through the Vendor’s account is deemed to have been authorized by the Vendor.

The Vendor must promptly notify Oudience LLC of any suspected unauthorized use, data breach, or compromise. Oudience LLC shall not be liable for losses resulting from compromised credentials or unauthorized access due to Vendor negligence.

Vendors must implement commercially reasonable security measures, including strong passwords, restricted internal access, and device protection, to maintain the integrity of their accounts.

Oudience LLC reserves the right, at its sole discretion and without prior notice, to suspend or terminate Vendor access to the Platform if:

·      the Vendor breaches any term of this Agreement, the Vendor Terms of Service, or applicable law;

·      the Vendor lists prohibited, haram, counterfeit, or fraudulent items;

·      Oudience LLC reasonably suspects unauthorized use, data compromise, or technical abuse; or

·      continued access poses reputational, legal, or moral risk to Oudience LLC or the OREYA ecosystem.

Upon termination, all licenses granted under this Agreement immediately cease. The Vendor must discontinue all use of the Platform, delete any downloaded materials, and honor any outstanding Customer obligations.

Termination does not release the Vendor from liability for prior conduct or any unpaid commissions or fees due to Oudience LLC.

This Agreement remains effective until terminated by either party. You may terminate it at any time by deleting the App and ceasing all use of the Platform.

Oudience LLC may, at its sole discretion and without prior notice, suspend or terminate your license and access to the App if you:

·      breach this Agreement or any incorporated policy;

·      violate applicable law, public morality, or Sharia principles;

·      engage in fraudulent or abusive conduct; or

·      act in a manner that may harm other Users or the reputation of Oudience LLC.

Upon termination, you must immediately cease all use of the App, delete all copies in your possession, and acknowledge that your right to access the Platform has permanently ended. Termination shall not affect any accrued rights or obligations, including those related to indemnification, intellectual property, or limitation of liability.

The Platform is provided “as is” and “as available.” Oudience LLC makes no warranties, express or implied, regarding its operation, functionality, or suitability for any purpose.

We do not warrant that the Platform will operate uninterrupted, error-free, or in combination with any particular hardware, software, or network environment. All implied warranties, including those of merchantability, fitness for purpose, or non-infringement, are disclaimed to the fullest extent permitted by UAE law.

The Vendor acknowledges that the Platform may rely on external systems or APIs operated by trusted third-party providers and that Oudience LLC bears no responsibility for disruptions or limitations arising from such external dependencies, except as expressly required by applicable law.

To the maximum extent permitted by law, Oudience LLC shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits or data, resulting from or related to Vendor use of the Platform.

In all cases, Oudience LLC’s total aggregate liability shall not exceed the total commissions retained by Oudience LLC from the Vendor during the six (6) months immediately preceding the event giving rise to the claim.

This limitation applies whether the action is based on contract, tort, negligence, strict liability, or any other legal theory, and remains effective even if Oudience LLC has been advised of the possibility of such damages.

This Agreement, together with the Vendor Terms of Service, the Vendor Privacy & Data Protection Policy, and any accompanying documents referenced herein, constitutes the entire agreement between the Vendor and Oudience LLC concerning the use of the Vendor Dashboard and APIs. It supersedes all prior oral or written understandings on the same subject.

·      Governing Law & Jurisdiction:This policy and any non-contractual obligations arising out of or in connection with them 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 concerning morality, fairness, and public order. The courts of Sharjah shall have exclusive jurisdiction.

·      Language & Prevailing Version:This policy is drafted in English. Any translation is provided for convenience. In the event of inconsistency or ambiguity, the English version prevails, provided that any Arabic translation required for UAE court submission shall faithfully reflect the English version.

·      Entire Agreement & Updates:This policy, together with the incorporated Customer Policies, constitute the entire agreement between you and Oudience LLC regarding use of the Platform. We may update these policies or any Customer Policy by posting a revised version with an updated “Last Updated” date. Your continued use after posting constitutes acceptance of the updated terms.

Thank you for reading our End User License Agreement 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.