SODU, INC.

TERMS OF USE

Last updated: [September 17, 2025]

Welcome to gosodu.com and the Sodu mobile apps (the “Platform”). These Terms of Service (“Terms”) form a binding agreement between you and Sodu, Inc., a Delaware corporation (File No. 10292899), 1111B S Governors Ave STE 29775, Dover, DE 19904, USA (“Sodu”, “we”, “us”, or “our”). By creating an account, clicking “I agree,” placing an order, or using the Platform, you agree to these Terms and our Privacy Policy.

If you do not agree, do not use the Platform.

  1. Who we are and what we do

  • We operate a platform for sourcing and purchasing products from third‑party factories and arranging related services.

  • Unless stated otherwise in an Order Confirmation, Sodu is the seller of record for products. Logistics providers and factories contract separately with Sodu.

  1. Eligibility and accounts

  • The Platform is primarily for business buyers. You must be able to form a binding contract.

  • Keep your account details accurate and secure; you’re responsible for all activity under your account.

  1. KYC, compliance, and acceptable use

  • Provide information we reasonably request for KYC/AML, sanctions screening, and compliance.

  • Do not use the Platform to violate laws, infringe IP, or circumvent our supplier relationships.

  1. Products, specifications, and orders

  • Product specs, MOQs, and lead times may include factory‑provided data with reasonable tolerances.

  • Orders are binding only when we issue an Order Confirmation (including email or in‑app confirmation). Conflicting buyer terms do not apply unless we expressly accept them in writing.

  1. Pricing, logistics, taxes, and fees

  • EXW base prices (default): Unless expressly stated otherwise in the Order Confirmation, all product sales are Ex Works (EXW) at the factory or designated warehouse, in USD. Under EXW, risk of loss transfers to Buyer upon collection at the named premises. Buyer is responsible for loading, export customs/formalities, international freight, insurance, and destination clearance.

  • Sodu assistance under EXW (if requested): If Buyer requests Sodu to assist with any pre‑carriage, export customs filing, or international freight under an EXW sale, Sodu provides such services solely as Buyer’s agent and at Buyer’s risk and expense, unless a different Incoterm is expressly agreed in the Order Confirmation.

  • Destination charges: Destination‑country customs clearance, duties, taxes, and last‑mile delivery are excluded unless expressly included in the Order Confirmation.

  • Service fee: A 2.5% Sodu service fee applies to the total chargeable amount (EXW product price + any Sodu‑arranged logistics/insurance/surcharges expressly elected).

  • Taxes: Buyer is responsible for applicable taxes and duties unless included on the invoice.

  1. Payments and processing

  • 100% upfront: Buyer must pay one hundred percent (100%) of the total invoiced amount to confirm any order.

  • Methods: Bank transfer or other methods we present at checkout. If card or Apple Pay/Google Pay is offered, payments are processed by PCI‑DSS compliant processors; Sodu does not store full card numbers. Use of Apple Pay/Google Pay is subject to Apple/Google and card issuer terms.

  • Billing descriptor and currency: Charges may appear as “SODU INC” or “GOSODU [Order No]”. Currency is USD unless stated otherwise.

  • Flow of funds: After confirmation and cleared funds, Sodu pays factories and logistics providers; this does not change the Buyer’s obligation to pay Sodu upfront.

  • Late/failed payment: We may suspend or cancel orders if funds are not received when due. Late amounts may accrue interest up to 1.5% per month or the maximum permitted by law.

  • Chargebacks: Contact us first to resolve issues before initiating chargebacks. Unfounded chargebacks may result in suspension.

  1. Incoterms, delivery, title, and risk

  • Default Incoterm: EXW — named place. Unless expressly stated otherwise in the Order Confirmation, all product sales are EXW at the factory or designated warehouse named in the Order Confirmation or invoice. Risk of loss transfers to Buyer upon collection at that named premises. Buyer is responsible for loading and all subsequent carriage, export formalities, and insurance.

  • Alternative terms (if agreed): If a different Incoterm (e.g., FCA/FOB/CPT/CIP/CFR/CIF/DAP) is expressly stated in the Order Confirmation, that Incoterm and the named place govern risk transfer and responsibilities for that order. Any insurance included (e.g., CIF/CIP minimum coverage) will be noted in the Order Confirmation.

  • Handover evidence: Risk transfer at the EXW handover (or other Incoterm handover point) is evidenced by the carrier’s receipt or equivalent transport document noting date/time, vehicle ID, seal (if applicable), and apparent condition.

  • Title: Title transfers upon Sodu’s receipt of full payment and, where applicable, issuance of the transport document naming Buyer (or its forwarder) as consignee.

  • Documents: We provide commercial invoice and packing list at handover; any additional certificates must be expressly listed in the Order Confirmation.

  1. Inspection, quality, and claims

  • Pre‑shipment inspection: Unless otherwise agreed, Buyer may arrange third‑party inspection at its cost. If Buyer declines inspection, Products are deemed accepted at shipment/collection, subject to latent defects.

  • Arrival inspection: Notify us of visible damage/shortage/non‑conformity within 5 business days after arrival; latent defects within 30 days after arrival, with evidence (photos, reports, samples).

  • Remedies: For verified non‑conformity attributable to the factory or Sodu, we will repair, replace, credit, or refund the affected portion; these are the exclusive remedies.

  • Exclusions: Misuse, improper storage/installation, modification, or normal wear and tear are excluded.

  1. Cancellations, refunds, returns, and delays

  • Buyer cancellations:

    • Before Order Confirmation: full refund less non‑recoverable payment processing/bank fees (if any).

    • After Order Confirmation but before production start: refund minus actual documented costs incurred (e.g., factory deposits, admin, inspection, booking fees).

    • After production start or after pickup/export clearance booking: non‑cancellable. We will use reasonable efforts to mitigate or resell; any net recovery is credited to Buyer, less costs.

  • Non‑conformity refunds: If Products materially fail agreed specs and you notify us timely per Section 8, we will repair, replace, credit, or refund the affected portion. Refunds are processed within 10 business days after return/credit note or written settlement confirmation.

  • Logistics delays: Force majeure or carrier disruptions are not refundable; we will rebook/reroute where feasible. If we miss an expressly guaranteed ship date by more than [•] days for reasons within our control, you may request a credit of [•]% of the logistics charges for that shipment.

  • Refund method: Refunds are made to the original payment method where practicable; otherwise by bank transfer.

  1. Platform access and content

  • License: Limited, revocable, non‑transferable right to use the Platform for lawful purchasing and related activities.

  • Restrictions: No scraping, reverse engineering, or misuse. Do not upload unlawful or infringing content. We may suspend access for violations.

  1. Intellectual property and buyer specs

  • Ownership: The Platform, content, and marks are owned by Sodu or its licensors.

  • Feedback: If you submit feedback, you grant Sodu a perpetual, royalty‑free license to use it.

  • Buyer‑provided specifications/marks: Where Products are manufactured to Buyer’s specs or bear Buyer’s marks, Buyer warrants compliance with law and non‑infringement and will indemnify Sodu for related third‑party claims.

  1. Commercial practices and non‑circumvention

  • Competitive pricing: Any promotion or price‑match applies only if expressly stated in your Order Confirmation.

  • Non‑circumvention: You will not use information obtained via Sodu to purchase identical or substantially similar products directly from the same factories (or their affiliates) for the Territory during your use of the Platform and for 12 months thereafter without our written consent.

  1. Compliance, sanctions, and ethics

  • Trade controls: Do not cause violations of export controls or sanctions or re‑export to embargoed destinations or prohibited end‑users.

  • Destination compliance: Buyer is responsible for destination‑country compliance (standards, labeling, registrations) unless we expressly agree in writing to undertake specific tasks.

  • Audit cooperation: Upon reasonable request, provide documentation evidencing compliance.

  1. Privacy and data

  1. Limitation of liability

  • No indirect damages: Neither party is liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or business opportunity.

  • Cap: Sodu’s aggregate liability for any order will not exceed amounts paid by Buyer to Sodu for that order.

  • Carve‑outs: These limits do not apply to Buyer’s payment obligations, breach of confidentiality, or prohibited circumvention.

  1. Force majeure

  • Neither party is liable for delays or failures due to events beyond reasonable control (including acts of God, war, sanctions, epidemics, port closures, strikes, or carrier disruptions). The affected party will notify the other and mitigate impacts.

  1. Support and contact

  • Support: support@gosodu.com | +1 (727) 458-7378

  • Address: 1111B S Governors Ave STE 29775, Dover, DE 19904, USA

  • Escalation: If an issue is not resolved within 10 business days, escalate to [compliance@gosodu.com]. We aim to resolve most issues within 30 days.

  1. Term, suspension, and termination

  • Term: These Terms apply from the date you accept them and continue until terminated.

  • Suspension: We may suspend orders or Platform access for non‑payment, fraud/chargeback risk, sanctions risk, or policy violations.

  • Termination for convenience: Either party may terminate with 30 days’ notice. Confirmed orders remain in effect unless otherwise agreed.

  • Termination for cause: Either party may terminate immediately for material breach not cured within 15 days of written notice, insolvency, or loss of required licenses/authorizations.

  • Effect: Upon termination, all outstanding invoices become due; confidentiality and non‑circumvention survive; each party will return or destroy confidential information upon request.

  1. Dispute resolution, governing law, and venue

  • Good‑faith resolution: Senior representatives will attempt to resolve disputes in good faith within 15 days of notice.

  • Arbitration: These Terms are governed by Egyptian law. Disputes will be finally resolved by binding arbitration in Cairo under the Egyptian Arbitration Law, in English. New Cairo Courts have jurisdiction to enforce awards.

  • Interim relief: Either party may seek interim measures from competent courts without waiving arbitration.

  1. Consumer rights and jurisdictional terms

  • Business use: The Platform is primarily intended for business buyers. By using it, you represent you are purchasing for business use unless otherwise agreed.

  • Mandatory consumer laws: If you qualify as a “consumer” under mandatory local law, nothing in these Terms limits your non‑waivable rights.

  1. Changes to these Terms

  • We may update these Terms from time to time. We will post the updated version with a new “Last updated” date and, where required, provide notice in‑app or by email. Continued use constitutes acceptance.

  1. Miscellaneous

  • Entire agreement: These Terms and any order‑specific confirmations/invoices are the entire agreement between you and Sodu regarding the Platform and purchases.

  • Order of precedence: If there is a conflict, the Order Confirmation prevails for that order, then these Terms, then any referenced annexes, then Platform policies.

  • Assignment: You may not assign these Terms without our consent. We may assign to affiliates or in connection with a corporate transaction.

  • No waiver: A failure to enforce a provision is not a waiver.

  • Severability: If any provision is invalid, the remainder remains effective.

  • Language: These Terms may be provided in English and Arabic; if we designate Arabic as controlling, the Arabic version will govern in case of conflict.