Odemly — Merchant Terms of Service

Last updated: 24 June 2026

These Terms of Service (the "Terms") are a legal agreement between Odemly L.L.C FZ, a Free Zone Company registered in the United Arab Emirates, with registered address at The Meydan Hotel, Dubai, United Arab Emirates ("Odemly", "we", "us"), and the business or individual that registers for or uses the Odemly service (the "Merchant", "you"). By installing the Odemly app, registering as a Merchant, or submitting an order, you agree to these Terms. If you do not agree, do not use the service.

1. The Service

Odemly is an on-demand production and fulfillment service ("Service"). We manufacture personalized products — including custom car air fresheners produced from images supplied by you or your customers — and ship them to the recipients you designate. The Service is made available primarily through our application for the Shopify platform (the "App"), which connects your store to Odemly.

Odemly acts as your fulfillment provider. We do not sell products to end consumers; you sell to your customers and remain the merchant of record for those sales. Odemly's customer is you, the Merchant.

2. Eligibility & registration

You must be at least 18 years old and able to form a binding contract. You must register and provide accurate, current information, and keep it up to date. You are responsible for all activity under your account and for keeping your credentials secure. We may refuse, suspend, or terminate registration at our discretion.

3. Orders & fulfillment

3.1 When your customer places a qualifying order, the order details (including the uploaded image, product options, and shipping address) are transmitted to Odemly for production.

3.2 You are responsible for the accuracy of every order, including the image, customization options, recipient name, and shipping address. Odemly produces and ships based on the information received and is not responsible for errors in information you or your customer provide (e.g., wrong address, low-resolution image, misspelling).

3.3 Production begins only after the order is paid (see Section 4). Estimated production and shipping times are provided for guidance only and are not guaranteed. Title to and risk of loss for finished products pass to you (or your designated recipient) upon hand-off to the carrier, except as stated in Section 7.

4. Pricing, fees & payment

4.1 Cost of goods. You pay Odemly the cost of goods sold for each order — the production fee and any shipping fee — at the prices shown in your Odemly account or otherwise agreed ("Fees"). Fees are exclusive of any taxes, duties, or levies, which are your responsibility unless stated otherwise.

4.2 Payment method. You must keep a valid payment method on file. Payments are processed by our payment processor (Stripe) and are subject to Stripe's terms. You authorize Odemly to charge your saved payment method for the Fees of each order you confirm for fulfillment, and for any other amounts you owe under these Terms.

4.3 No charge to end consumers. Odemly never charges your end customers. The retail price you charge your customers is set by you and collected by you through your own store and checkout.

4.4 Failed payments. If a charge fails, we may suspend production and fulfillment of the affected order(s) until payment is made. Repeated failures may result in suspension of the account.

4.5 Price changes. We may change Fees on prospective orders with notice through the App or by email. Changes do not affect orders already paid.

5. Your content, designs & intellectual property

5.1 Your content. "Merchant Content" means the images, designs, text, logos, and other materials you or your customers submit for production. You retain ownership of your Merchant Content.

5.2 License to Odemly. You grant Odemly a worldwide, non-exclusive, royalty-free license to host, reproduce, adapt (e.g., crop, resize, prepare for print), manufacture, and ship products embodying the Merchant Content, solely to provide the Service to you. We may also store backups for the period described in our Privacy Policy.

5.3 Your warranties. You represent and warrant that you (and your customers) own or have all rights, licenses, and consents necessary to use the Merchant Content for production and sale, and that the Merchant Content and the resulting products do not infringe any third party's intellectual-property, privacy, publicity, or other rights, and do not violate any law.

5.4 Prohibited content. You may not submit content that is unlawful, infringing, defamatory, obscene, hateful, that depicts a person without their consent, that exploits minors, or that we reasonably believe is otherwise objectionable or exposes Odemly to liability. We may refuse or cancel any order, and remove any content, that we believe violates this Section, without liability.

5.5 Odemly IP. The Service, the App, and all related software, templates, and materials (excluding Merchant Content) are owned by Odemly and our licensors and are protected by law. Nothing in these Terms transfers Odemly IP to you.

6. Production, shipping & delivery

We arrange production and ship through third-party carriers. Delivery times depend on the carrier and destination and are not guaranteed. Tracking information, where available, is provided to you. You are responsible for communicating shipping and delivery expectations to your customers.

7. Custom products, defects, lost shipments & claims

7.1 Made-to-order — non-returnable. Products are personalized and manufactured to order specifically for each order, and cannot be resold. Accordingly, they are non-returnable and non-refundable except as set out in Section 7.2. There are no returns, exchanges, or refunds for change of mind ("buyer's remorse"), for options, images, or details chosen by you or your customer, or for any reason not attributable to Odemly.

7.2 Odemly's responsibility (our error only). If a product arrives damaged, defective, or with a manufacturing error on Odemly's part, or a shipment is lost in transit by the carrier, then as our sole and exclusive liability we will remake and re-ship the affected item at no additional production cost. Only where a remake is not reasonably feasible may we instead, at our sole discretion, credit or refund the Fees for the affected item. To be eligible, you must notify us at connect@odemly.com within 30 days of delivery (or expected delivery) with reasonable evidence (e.g., clear photos).

7.3 Not Odemly's responsibility. We are not responsible for issues caused by information you or your customer supplied (wrong or incomplete address, low-quality or unsuitable image, ordering or option error), by your customer changing their mind, or by carrier delays, customs, or events outside our reasonable control.

7.4 Your customers. You set and publish your own returns and refund policy to your customers, and you handle all customer service, returns, refunds, and disputes with them. Your contract is with your customers; Odemly has no contract or relationship with your customers.

8. Cancellations

You may cancel an order only before it enters production. Once production has begun, orders generally cannot be cancelled. We may cancel any order that violates these Terms or that we cannot fulfill, and refund the corresponding Fees.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODEMLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODEMLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES. ODEMLY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID TO ODEMLY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

11. Indemnification

You will defend, indemnify, and hold harmless Odemly and its affiliates, officers, and employees from any claims, damages, liabilities, and costs (including reasonable legal fees) arising out of (a) your Merchant Content; (b) your breach of these Terms or any warranty; (c) your products as sold to your customers; or (d) your violation of any law or third-party right.

12. Term & termination

These Terms apply for as long as you use the Service. Either party may terminate at any time. We may suspend or terminate immediately for breach, non-payment, or prohibited content. On termination, outstanding Fees remain payable, and Sections that by their nature should survive (including 5, 7, 9, 10, 11, and 13) survive.

13. General

13.1 Changes. We may update these Terms; the "Last updated" date will change and material changes will be notified through the App or by email. Continued use after changes means you accept them.

13.2 Governing law & disputes. These Terms are governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai, without regard to conflict-of-laws rules. The courts of Dubai, United Arab Emirates have exclusive jurisdiction, unless mandatory local consumer law provides otherwise.

13.3 Miscellaneous. These Terms are the entire agreement between you and Odemly regarding the Service. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or successor.

13.4 Contact. Questions about these Terms: connect@odemly.com, Odemly L.L.C FZ, The Meydan Hotel, Dubai, United Arab Emirates.