Effective Date: June 20, 2023
By registering to sell or do business on the OEX Markets and any related websites, platforms, and applications owned or operated by or on behalf of the owners of OEX Markets ( “the Website”), you as an individual, agent, representative, or a company on behalf of which you are registering, (referred to herein as “Seller/Buyer/Customer”) agree to be bound by these OEX Markets User Terms and Conditions (collectively, with any Attachments or Exhibits, “the Agreement”), which are by and between OEXONE USA LLC or OEX Markets.com (together with its affiliates, “OEX Trade Point”) and User (each, a “Party” and collectively, the “Parties”). This Agreement is effective as of the date User registers for doing business on any of the OEX Platforms, websites, or otherwise accepts the Agreement (the “Effective Date”). OEX Markets is operated by OEXONE USA LLC (“OEXONE USA LLC”), with a registered office at 11440 Okeechobee Blvd Ste. 210, Royal Palm Beach, Florida 33411. By using OEX Markets the User is accepting these terms and conditions in full and shall be legally bound to said terms and conditions, so he/she should read them carefully. Access to and use of OEX Markets depends solely on the acceptance of these Terms and Conditions.
DEFINITIONS
OEX Markets -̶ online platform developed by OEXONE USA LLC and its subsidiary OEX Trade Point for the purchasing and selling of various products and providing quality services and logistics services, payment services in a wide variety of formats. Account -̶ Profile to be created by the User to have access and use of the OEX Markets platform; Customer(s) or Buyer(s) -̶ Any professional(s) who use the OEX Markets to purchase products or request the provision of Services to a Seller or a Services Provider registered in the OEX Markets platform; User -any professional(s) who use the OEX Markets to purchase products, to sell, to provide or to request the provision of Services to any professional registered in the OEX Markets platform; Request -̶ intention to request or requesting by the Customer of (i) the product that he/she intends to purchase and / or (ii) the Service that he/she intends to be provided by the Seller / Services Provider registered in the OEX Markets platform; Services Provider(s) -̶ legal person(s) registered in the OEX Markets to provide logistics and products transportation services and / or quality / quality certification services to the User(s), at his/her(their) request; Payment Service Provider Stripe, Paypal and affiliated payment gateways. Professional -̶ legal person, Customer, Seller, or Services Provider, registered in the OEX Markets platform, who intends, by this way, to purchase, to sell, to provide services, or to request the provision of services; Service(s) -̶ logistics and products transportation services and/or quality/quality certification services; Seller(s) -̶ legal person(s) registered in the OEX Markets to sell products to User(s), at his/her (their) request.
RIGHTS AND LICENSE TO USE
Subject to acceptance by the User of these Terms and Conditions, OEX Markets offers the User a limited, non-exclusive, non-sublicensable, revocable, and non-transferable license to (a) commercial use; (b) access to the platform on his/her personal equipment, solely for the purpose of using the platform services; and (c) access to and use any content, information and related materials that may be made available through the services of the OEX Markets platform. Any rights not expressly granted in these terms are reserved to OEXONE USA LLC. All rights on the OEX Markets are and remain the property of OEXONE USA LLC. or its licensors. Neither these Terms and Conditions, nor the use of the services of the OEX Markets platform, gives the User any rights: (a) on or related to the services, except for the limited license granted above; or (b) to use or, in any way, to refer to the company names of OEXONE USA LLC., its affiliates or, where applicable, its licensors, its logos, product, and service names, trademarks or other distinctive elements of OEXONE USA LLC ownership. The User is not authorized: (a) to remove any indication of intellectual property, including, without limitation, any trademark or other notices related to the intellectual property of any space of the services of the OEX Markets platform; b) to reproduce, modify, perform derivative works, destroy, license, rent, sell, resell, transfer, display or publicly perform, transmit, reproduce, broadcast, or otherwise exploit the services of the OEX Markets platform, except to the extent expressly permitted by OEXONE USA LLC.; (c) to decompile, reverse engineer or disassemble the OEX Markets platform, except to the extent permitted by applicable law; (d) to create links or frame any part of the OEX Markets platform; (e) to create or launch any programs or scripts to capture, index, collect or otherwise extract data from any part of the OEX Markets platform, or unduly overloading and / or preventing the operation and /or functionality of the OEX Markets; or (f) to attempt to get unauthorized access to the OEX Markets or impair any aspect of the OEX Markets or its systems or networks.
CONDITIONS OF USE AND OPERATION OF THE OEX MARKETS WHAT ARE THE CONDITIONS OF ACCESS
To access the services of the OEX Markets platform, in addition to the acceptance of these Terms and Conditions, it is necessary to create an Account, The User must be at least 18 years of age to obtain an Account. The process of creating an Account requires the User to fill in certain personal information such as name, address, mobile phone number, email address, payment details, and company data, among others. Payment data shall be validated by OEXONE USA LLC’s back office and its Payment Service Provider Partner within a 24-48 hours period. After this validation and approval, the User may use the OEX Markets platform. The OEX Markets only allows one Account per User, unless expressly provided otherwise. The User guarantees the accuracy, completeness, and timeliness of the information that he/she submits. If the information submitted proves to be false, incomplete, or outdated, OEXONE USA LLC may disable the User’s access to the OEX Markets platform. The User is responsible for all activity in his/her Account and undertakes to always keep the security and confidentiality of his/her User name and password. The User undertakes to immediately notify OEX Markets if he/she becomes aware of an unauthorized use or any other breach of security relating to his/her Account. The User agrees that all activities that occur through his/her Account (including but not limited to posting any information about the Professional and/or the Product and/or the Service, clicking to accept any additional terms or rules, subscribing or making any payment for any service or purchase of products, etc.) shall be considered as authorized by the User. The User agrees that all activities that occur through the Account (including, without limitation, any information about the Professional and/or the product and/or Service, click to accept any additional terms or rules, to subscribe or make any payment for any service or purchase of products, among others will be considered as authorized by the User. With the creation of the Account, the User is entitled to access the network provided by the OEX Markets platform, according to these Terms and Conditions.
HOW DOES IT WORK?
The OEX Markets allows (a) the placement of information regarding the sale and/or provision of Services; (b) to make orders for purchase and/or provision of Services to the Sellers and/or Services Providers; and (c) intermediation by OEX Markets of any payments to be made by the Customer to the Sellers and/or Services Providers, against the payment of a commission to OEXONE USA LLC when commission is applicable. This commission shall be paid to OEXONE USA LLC by the Customers or by the Sellers and or Services Providers where agreed on. Through the OEX Markets platform, the Sellers and or Services Providers may (i) place any information on the selling of products and or the provision of Services, and or (ii) release on OEX Markets their intention to sell products and or to provide Services. In turn, the Customer may: (i) launch in the OEX Markets his/her intention to request the purchase of products and/or the provision of Services, and/or (ii) request the provision of Services and/or the purchase of products to the Sellers and or Services Providers registered therein. To this end, the Customer shall indicate in the OEX Markets any data requested, namely the product that he/she intends to purchase and/or the Service to be provided, the price, location, and intended date for delivery and/or provision of the Service. The intention of the Seller/ Services Provider or Customer to request, respectively, the sale or purchase of products and/or the provision of Services set forth in paragraphs 2 (ii) and 3 (i) shall be valid for the period indicated upon the launch of intention to sell / purchase or until such time that the sale and/or provision of Services takes place or the Seller / Services Provider or Customer withdraw their intent to sell or request. In the case referred to in the preceding paragraph, the Seller and/or Services Provider and the Customer interested in the sale or purchase and/or provision of Services shall respond to the request of the Seller/ Services Provider or Customer, and the provisions of paragraphs 7 and 8, below, shall apply. In the event that the Customer places the request referred to in paragraph 3 (ii) Service and/or purchase of a product, the Seller shall confirm, within 72 hours, the receipt of the order and inform and provide the Customer with the estimated time for delivery, and/or the Services Provider shall confirm, within 72 hours, the provision of the service and the estimated time for the beginning of the provision of the Service. Upon receipt of the confirmation and the estimated time for delivery of the product and/or for the beginning of the provision of the Services, the Customer decides whether to accept the order and/or the service under the proposed conditions; in which case the Customer shall select the option to proceed with the payment on the OEX Markets platform. The Seller and/or Services Provider shall receive the information of the acceptance of the order of the product and/or the service in the conditions presented, thus initiating the conclusion of the process.
WHAT ARE THE CONDITIONS FOR THE PUBLICATION OF INFORMATION ON THE PRODUCTS / SERVICES?
The User agrees to comply with the rules of OEXONE USA LLC on the publication of information and sales practices. The User is responsible for the truthfulness, accuracy, and content of the information of the product / Service provided. The User undertakes to only sell and provide services that are lawful and in accordance with the law in force. The User product / Service may not be published on the OEX Markets immediately upon its submission by the User and may take up to 24 hours to be available on the OEX Markets platform. OEXONE USA LLC does not undertake to create a market where Customers find what they are looking for, therefore the appearance or placement in the search and browsing results list shall depend on a variety of factors, including, but not limited to: The location of the Customer, search query, navigation website, and history; Location of the item or service, content format, price, terms of service, history, and relevance to Customer content; History of the Seller and/or Services Provider. The User agrees not to submit any content that is defamatory, libelous, violent, obscene, illegal, or in any way offensive, whether or not this material is protected by law. OEXONE USA LLC reserves the right (but shall have no obligation) to decide whether the contents meet the requirements of these Terms and Conditions and may at any time and without notice remove such content and/or terminate a User’s access to the Service for providing content that violates these Terms and Conditions.
WHAT ARE THE CONDITIONS OF PURCHASING / SERVICES CONTRACTING?
The Customer accepts that he/she is responsible for reading any information on the product/service before making the purchase or contracting the service. The Seller and the Services Provider agree that they are responsible for reading any information on the product and/or service requested by the Customer before accepting the sale or service provision. The Customer, the Seller, and the Services Provider acknowledge that when placing an order for a product or requesting the provision of a service and accepting a product order or service requested by the Customer, they are entering into a legally binding contract.
WHAT PRICE SHALL THE CUSTOMER PAY FOR THE PRODUCTS / SERVICES?
The price due for the products/services purchased by the Customer shall be the price defined on the OEX Markets, considering the prices indicated by the Seller / Services Provider and any other condition applicable to the purchase and sale or provision of services. The Customer shall also be responsible for the payment to OEXONE USA LLC of an amount due for the services of the platform if applicable. This amount shall be added to the price due for the products and/or services or, if the purchase and sale or services provision results from a request of an intention to request the purchasing of products and/or provision of Services, the amount due to OEXONE USA LLC shall be deducted from the price indicated by the Customer for this purpose.
WHAT IS THE PAYMENT METHOD FOR THE PRODUCTS / SERVICES BY THE CUSTOMER?
In order to be able to carry out operations on the OEX Markets platform, the Customer must, when setting up the Account, enter the information requested to create an OEX Trade Account through which payments for the products and/or services purchased shall be made. It is incumbent upon the Customer to maintain an OEX Trade Account Balance with sufficient funds to make any payments for the products and/or services to the Seller and/or Services Provider that may be necessary. Any movements of the funds existing in said OEX Trade Account shall be carried out through the payment gateway partnering platform, as a payment processing platform for the Seller and/or Services Provider. We may use a third party to the contractual relationship established between the Customer and the Seller and/or Services Provider in the case of other verifiable and Tradable Financial Instruments. To carry out the payment of the products and/or services ordered, the User expressly accepts the terms and conditions of use of the OEX Markets platform or the third-party service provider. Upon completion of (i) acceptance by the Customer of the estimated cost submitted by the Services Provider or the final price of the product; or (ii) acceptance by the Customer of the Seller or the Services Provider proposal of his/her request intention, OEX Markets shall forward the Customer to the service/product final payment page. OEX Markets shall charge (i) the price due for the products and/or Services, under the terms agreed between the Customer and the Seller and/or Services Provider, and indicated in the OEX Markets platform, and (ii) the amount due to OEXONE USA LLC for the services provided by the OEX Markets according to the procedure described above.
WHAT IS THE PAYMENT METHOD OF THE PRODUCTS / SERVICES TO THE SELLER / SERVICE PROVIDER?
Except otherwise provided in Sections 4 and 5 below, the price of the products/services charged to the Customer shall be charged to the OEX Trade Account of the Seller / Services Provider and forwarded through the chosen Payment Gateway platform to the bank account of the Seller/ Service Provider. This process shall be repeated for all payments that may be made as a result of the payment terms agreed upon. Upon receipt of the price due by the Customer pursuant to the terms of the preceding paragraphs, invoices regarding the price of the products and/or services and the amount due to OEXONE USA LLC for the services made available on the OEX Markets shall be issued and sent to the Customer OEX Trade Account directly by the Seller and/or Services Provider and by OEXONE USA LLC., respectively.
USER’S OBLIGATIONS
The User undertakes not to directly contract or make any direct payments to other Users of the OEX Markets network, with whom he/she has had contacts through this network, other than through the OEX Markets platform. The User further undertakes not to create, copy, reproduce, modify, or use in any way any content of the OEX Markets platform, and not to use works and requests that have been made known to him/her by this means directly with the Seller and/or Services Provider. The User agrees not to use services for purposes other than those for which they are intended, namely illicit purposes. The User undertakes not to send to third parties or otherwise disclose any request existing in the OEX Markets or to distribute or publicly display any content of the OEX Markets without the prior and express permission of OEXONE USA LLC. The content published by the User on the OEX Markets is owned by the User. However, the User assigns to OEX Markets, to the extent permitted by law, a free and perpetual license to use, copy, modify, create derivative works, distribute, perform in any way, or otherwise use the content in all formats and distribution channels, without the need for any prior notice or consent of the User and without there being any compensation to this effect in its marketing efforts. The User further declares that: (a) the activities pursued through the OEX Markets comply with the applicable rules, regulations, and legislation in force; (b) he/she carries out commercial transactions with other Users in good faith; (c) he/she complies with the agreements concluded through the OEX Markets and in the terms indicated therein; (d) he/she shall not impersonate any other person or entity or misrepresenting his/her relationship with any other entity; Upon knowledge of any violation or potential violation of these Terms and Conditions, OEX Markets reserves the right (but shall have no obligation) to decide whether the User meets the requirements of these Terms and Conditions and may, at any time and without prior notice, terminate any User’s access to the OEX Markets platform. The conditions applicable to the processing of the User’s personal data that may be collected by OEXONE USA LLC., directly or through the OEX Markets platform, are best described in the Privacy Policy of OEX Markets and its partners, available on the Privacy web page. The User undertakes to respect the personal data submitted in the OEX Markets platform, namely not to proceed to its disclosure, publication, or interception. The User is responsible for obtaining the necessary access to the data network in order to use the services provided by the OEX Markets platform. The fees and rates of the data and messages network of the mobile equipment of the User may apply, should the User access or use the Services from a wireless device, and the User is responsible for paying such fees and rates. The User is responsible for acquiring and updating the equipment or devices required to access and use the services and any updates thereof. The OEX Markets services may be subject to failures and/or delays inherent to the use of the Internet and electronic communications. OEXONE USA LLC does not guarantee the operation of the OEX Markets or that the OEX Markets services or any part thereof will work on a particular equipment or device.
OEXONE USA LLC LIABILITY AND LIMITATION OF LIABILITY
OEXONE USA LLC guarantees that it is in a legitimate and legal position to market and provide the OEX Markets platform. There is no relationship between OEXONE USA LLC., the Customer, the Seller, and/or Services Provider other than the availability of the OEX Markets platform, as provided in these Terms and Conditions. The Customer acknowledges that the purchase and sale of products and/or the Services provided or rendered by the Sellers and/or Services Providers, which act on their own account and responsibility, and that OEXONE USA LLC. is not, in any way, part the contractual relationship established between the Customer, the Seller and/or Services Provider. OEXONE USA LLC is not responsible for the execution of the agreement between Customer and the Seller and/or Services Provider, for the proper performance of the agreement signed between them, for the fulfillment of any conditions agreed between the Customer and the Seller and/or the Services Provider or for the quality, suitability, safety, and competence of the product purchased from the Seller and/or the Service provided by the Services Provider. OEXONE USA LLC is not therefore responsible for the payment of the services/products by the Customer, and it shall not be enforceable against the Customer the lack of funds or insufficient funds in the account indicated by the Customer to make payments to the Seller and/or Services Provider. Similarly, OEXONE USA LLC shall not be liable before the User and/or any third party for any direct or indirect damages, warranties, lost profits, or any damages that may result from the contractual relationship between the Customer, the Seller, and/or Services Provider. The Customer accepts all risks arising from any product and/or service request. OEXONE USA LLC and the Users have a relationship of total technical-operational independence without obligations of exclusivity or economic dependence and do not have a subordinate relationship with each other or any employment relationship, partnership, association, trust, or any other type of relationship of a similar nature. The supply and/or the provision of the services are performed with full autonomy and independence by the Seller and/or Services Provider. In order to meet the User’s trust and expectations, OEXONE USA LLC verifies whether the Sellers and/or Services Providers comply with the quality standards of OEXONE USA LLC to sell the products and provide the services made available on the OEX Markets platform. OEXONE USA LLC. also ensures the binding of the Sellers and/or Services Providers registered in the OEX Markets network to the obligation to supply the products and to perform the services with the greatest accuracy, fairness, and diligence. Notwithstanding the foregoing, OEXONE USA LLC is not responsible for, nor does it guarantee, the fulfilment of any requirements or conditions necessary for the provision of the services by the Services Provider or for the sale of products by the Sellers, namely, (a) compliance with the technical requirements required by law; (b) the existence of consent by all governing, regulatory and inspection bodies for the execution of the orders or services requested; (c) experience, knowledge and technical ability for the sale of products and / or provision of the services requested; (d) existence of civil liability insurance or other OEXONE USA LLC is not responsible in any way for: (a) any type of dispute, default or damage arising from the contractual relationship between the Users through the OEX Markets platform; (b) any damage caused to third parties as a result of the supply of the products by the Seller or the execution of services by the Services Provider; (c) any damage, injury or loss arising from the use or trust created in the services provided by OEXONE USA LLC., including any failures or interruptions in the functioning of the OEX Markets and the inability to access the OEX Markets platform; (d) any damage that may result from a malfunction of the OEX Markets platform, either by computer failure, viruses, Trojan horses, worms or something causing interference in the system. The information available on the OEX Markets concerning the products, the Sellers, the Services Providers, and the Customers are provided by the Users. OEXONE USA LLC assumes no responsibility for any error, omission, inaccuracy, or falsity of the information transmitted by the Users. OEXONE USA LLC is in no way responsible for the information contained in the OEX Markets platform. The OEX Markets may be made available or accessible within the scope of third-party service and content outside the control of OEXONE USA LLC. The User acknowledges that the use of third-party services and content may be subject to their terms of use and privacy policies. OEXONE USA LLC provides no warranty and is not responsible for such third-party services and content. Additionally, any third-party beneficiaries of the use of the OEX Markets are not part of the relationship between the User and OEXONE USA LLC or between Users. Access to the OEX Markets services, by the User, through third-party equipment, services, and/or content is subject to the conditions stipulated in the terms and conditions applicable to the service of the third party.
COMPLAINTS
OEXONE USA LLC provides a tool in the OEX Markets platform, for the benefit of the Customer, for the presentation of complaints regarding the Seller and/or Services Provider or the product and/or service provided, acting as a mediator in these cases. This service is provided only for the better functioning of the OEX Markets and for a more efficient and faster resolution of disputes arising from the contractual relationship between the Users. Any Customer complaint should always be addressed to OEXONE USA LLC, through the means available on the OEX Markets platform, namely to the email disputes@oexmarkets.com, which shall communicate it to the Seller and/or Services Provider within two (2) days. The Seller and/or Services Provider has a two (2) days term to send OEXONE USA LLC a reply to the complaint presented. OEXONE USA LLC undertakes to keep the Customer informed about the status of the complaint process. The Seller and/or Services Provider may, in response to the complaint submitted: (i) uphold the complaint filed by the Customer; or (ii) consider that there are no grounds for the complaint. If the Seller and/or Services Provider upholds the complaint, there shall be correction of any defects, faults, disabilities, or differences in relation to the products and/or services contracted by the Customer, on the account of the Seller and/or Services Provider or, if this is not possible, the price paid for the supply and/or the services provided shall be returned to the Customer in proportion of the breach, inaccuracy, failure or defect in the execution of the service or product delivered. If the Seller and/or Services Provider considers having complied with his/her obligations, OEXONE USA LLC shall forward an email to the Customer communicating that decision and the inalterability of the situation. Users acknowledge that they cannot hold OEXONE USA LLC responsible for the decisions of the Seller and/or Services Provider. Regardless of the use of this tool to present complaints regarding the Seller and/or Services Provider or the purchased product and/or service provided, the Customer shall always have the right to submit his/her complaint before any competent judicial and extra-judicial mechanisms.
SUSPENSION AND CANCELLATION OF THE ACCOUNT
OEX Markets reserves the right to suspend for any period of time it will define, to cancel, at its discretion and whenever it deems necessary, to the extent permitted by law, the Account of any User who violates or, regarding whom there is suspicion of violation, present or future, of any of the obligations under these Terms and Conditions and/or the law, namely in case of false information to be provided by the User.
FINAL PROVISIONS
The User may not assign or transfer these Terms and Conditions, in whole or in part, without the prior written consent of OEXONE USA LLC. The User authorizes OEXONE USA LLC to assign or transfer these Terms and Conditions, in whole or in part, to (i) a subsidiary or affiliate; (ii) an acquirer of OEXONE USA LLC’s capital or assets; or (iii) any successor. These Terms and Conditions do not determine the existence of any vertical relationship, partnership, work, or agency relationship between the User, OEXONE USA LLC, and any third party. If any provision of these Terms and Conditions is found to be unlawful, invalid, or unenforceable, in whole or in part, under any law, such provision or part thereof shall to this extent be understood as not forming part of these Terms and Conditions, and the legality, validity, and enforceability of the remaining provisions shall not be affected. In this case, the part of the illegal, invalid, or unenforceable provision shall be replaced by a (part of a) provision that is legal, valid, and enforceable and that has, to the greatest extent possible, a similar effect to the provision or its illegal, invalid or unenforceable part, taking into account the contents and purpose of these Terms and Conditions. These Terms and Conditions contain the entire agreement between OEXONE USA LLC and the User. OEXONE USA LLC reserves the right to, at any time, alter these Terms and Conditions in any way. Whenever changes are made to the applicable Terms and Conditions, Users shall be presented, when accessing the OEX Markets platform, a notice informing them of such fact and a request for acceptance of the new Terms and Conditions. Without this acceptance, Users shall not be able to continue to access and use the OEX Markets platform. Any notices of modification of these Terms and Conditions shall also be published on the website: http://www.oexmarkets.com/. Changes made to the Terms and Conditions shall not be retroactive and shall not take effect within a period of less than fourteen (14) days after their publication. Changes to the Terms and Conditions that result from (i) modifications or new features of the OEX Markets platform, or (ii) legal impositions, which shall produce immediate effects, are excepted. The present Terms and Conditions, as well as any dispute inherent to OEXONE USA LLC, shall be subject to U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws.
CONTACT
OEX Markets c/o
OEXONE USA LLC
11440 OKEECHOBEE BLVD. STE 210
ROYAL PALM BEACH, Florida 33411, USA.
