Terms

1. Acceptance of Terms of Use

These Terms of Use (“Terms of Use”) constitute a legally binding agreement between OMNI (“OMNI,” “we,” “us,” or “our”) and you, the user of our services (“User,” “you,” or “your”). These Terms of Use govern your access to and use of our service-as-a-software products and services (collectively, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you are entering into these Terms of Use on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms of Use, in which case “User,” “you,” or “your” shall refer to such entity.

If you do not have such authority, or if you do not agree with these Terms of Use, you must not accept these Terms of Use and may not use the Services.

These Terms of Use may be incorporated by reference into order forms, statements of work, or agreements. In the event of a conflict between these Terms of Use and any executed order form, statement of work, or agreement, the terms of such order form, statement of work, or agreement shall control, but only with respect to the specific subject matter thereof.

1.1 Applicability to End Users

When these Terms of Use are incorporated by reference into a reseller agreement, the end users procuring access to the Services through an authorized reseller (“End Users”) are bound by these Terms of Use. The reseller is not an agent of OMNI and has no authority to bind OMNI or modify these Terms of Use.

1.2 Order of Precedence

In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable order form or statement of work; (2) the applicable agreement; (3) these Terms of Use; and (4) any other applicable policies referenced herein.

2. Description of Services

2.1 License to Use SaaS Products

OMNI provides service-as-a-software products (“SaaS Products”) that are made available to you through a web browser or application programming interface. The specific SaaS Products, features, and functionality to which you are entitled will be specified in the applicable order form or statement of work.

Subject to your compliance with these Terms of Use, OMNI grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS Products during the applicable Subscription Term solely for your internal business purposes in accordance with these Terms of Use and the applicable order form or statement of work. This license does not include any right to: (a) copy, modify, or create derivative works based upon the SaaS Products; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the SaaS Products; (c) access the SaaS Products in order to build a competitive product or service; or (d) use the SaaS Products, or permit them to be used, for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without OMNI’s prior written consent.

2.2 Advisory Services

OMNI provides advisory services (“Advisory Services”) as specified in the applicable order form or statement of work. Advisory Services may include, but are not limited to, platform readiness, implementation, integration, configuration, customization, training, and strategic advisory services related to the SaaS Products and AI Governance.

Advisory Services will be performed in a professional and workmanlike manner in accordance with industry standards. OMNI shall control the method and means by which the Advisory Services are performed, subject to the requirements specified in the applicable order form or statement of work.

2.3 Beta Services

OMNI may offer certain Services as closed or open beta services (“Beta Services”) for the purpose of testing and evaluation in a sandbox environment. You acknowledge that: (a) Beta Services may not be fully tested; (b) use of Beta Services may expose you to unusual risks of operational failures; (c) Beta Services may not be fully documented; (d) Beta Services are not subject to the same security measures and auditing to which the Services are generally subject; and (e) OMNI does not make any representations or warranties regarding the Beta Services. OMNI may discontinue Beta Services at any time in its sole discretion and may never make them generally available. No production data is expected to be used in the sandbox environment, but if it is, you are solely responsible for determining whether loading production data (including personal data) into the sandbox is permitted under applicable law. You represent that you have obtained all necessary consents and legal bases required to load production data into the sandbox. You are responsible for anonymizing or de-identifying production data prior to loading, to the extent required by applicable law. OMNI shall have no liability for any loss, corruption, unauthorized access, or deletion of production data in the sandbox, except where caused by our gross negligence or willful misconduct. You agree to indemnify OMNI against any third-party claims arising from your use of production data in the sandbox.

2.4 Third-Party Services

The Services may contain features designed to interoperate with third-party services, applications, or platforms (“Third-Party Services”). To use such features, you may be required to obtain access to Third-Party Services from their providers and may be required to grant OMNI access to your account(s) on the Third-Party Services. OMNI cannot guarantee the continued availability of such features and may cease providing them without entitling you to any refund, credit, or other compensation if, for example, the provider of a Third-Party Service ceases to make it available in a manner compatible with our Services.

3. User Accounts and Registration

3.1 Account Creation and Accuracy

To access and use certain features of the Services, you must register for an account. When registering, you agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and promptly update such information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if OMNI has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, OMNI reserves the right to suspend or terminate your account and refuse any and all current or future use of the Services.

3.2 Account Credentials and Security

You are responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. You agree to: (a) immediately notify OMNI of any unauthorized use of your account or any other breach of security; and (b) ensure that you exit from your account at the end of each session when accessing the Services. OMNI will not be liable for any loss or damage arising from your failure to comply with this section.

3.3 Administrative Users

If you are designated as an administrative user for your organization’s account, you are responsible for managing user access to the Services, including adding and removing users, assigning access levels and permissions, and ensuring compliance with these Terms of Use by all users within your organization. Administrative users represent and warrant that they have the authority to bind their organization to these Terms of Use.

3.4 Account Tiers and Limitations

The Services may offer different account tiers with varying features, functionality, and usage limitations. Your account tier and any applicable limitations will be specified in the applicable order form or statement of work. Exceeding the limitations of your account tier may result in additional charges or service limitations until you upgrade your account tier or reduce your usage to within the applicable limitations.

3.5 Reseller-Managed Accounts

If you access the Services through a reseller, certain account management functions may be performed by the reseller rather than directly by you or OMNI. In such cases, you authorize the reseller to act on your behalf with respect to account creation, user management, and related functions as specified in the applicable reseller agreement. Notwithstanding the foregoing, you remain responsible for ensuring that all users comply with these Terms of Use.

3.6 Account Suspension and Termination

OMNI reserves the right to suspend or terminate your account and access to the Services at any time for any reason without liability to you, including but not limited to your breach of these Terms of Use. Upon termination, your right to use the Services will immediately cease, and OMNI may delete or disable access to your account and all associated data, except as required by law or as necessary for OMNI’s legitimate business purposes.

4. Acceptable Use Policy

4.1 Compliance with Laws and Regulations

You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Services. You shall not use the Services in any manner that would subject OMNI to liability under any applicable laws or regulations.

4.2 Prohibited Activities

You shall not engage in any of the following prohibited activities when using the Services:

• Violating any applicable law, regulation, or these Terms of Use;
• Infringing the intellectual property rights, publicity rights, privacy rights, or other rights of any third party;
• Uploading, transmitting, or distributing any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, or otherwise objectionable;
• Introducing viruses, worms, Trojan horses, malware, or other malicious or technologically harmful material;
• Attempting to gain unauthorized access to, interfere with, damage, or disrupt the Services, servers, or networks connected to the Services;
• Impersonating or attempting to impersonate OMNI, an OMNI employee, another user, or any other person or entity;
• Collecting or harvesting any information from the Services, including user account information, without authorization;
• Using the Services for any purpose that is fraudulent, deceptive, or otherwise improper;
• Using the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services;
• Using any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; or
• Using any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.

4.3 Usage Limitations

You shall not exceed any usage limitations specified in the applicable order form or statement of work, including but not limited to the number of authorized users, API calls, data storage, or bandwidth usage. OMNI reserves the right to monitor your usage of the Services and to take appropriate action if you exceed applicable usage limitations, including limiting your access to the Services or charging you for excess usage in accordance with OMNI’s then-current rates.

4.4 User Content Standards

Any User Data or other content that you upload, post, or otherwise make available through the Services (“User Content”) must comply with the following standards:

• User Content must not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
• User Content must not promote sexually explicit material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• User Content must not infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person or entity;
• User Content must not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations; and
• User Content must not be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization.

4.5 Monitoring and Enforcement

OMNI reserves the right, but does not assume the obligation, to monitor the Services for violations of these Terms of Use. OMNI may take appropriate legal action against anyone who, in OMNI’s sole discretion, violates the law or these Terms of Use, including without limitation, reporting you to law enforcement authorities. OMNI reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this Section, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators, and reporting them to the appropriate law enforcement authorities.

5. Intellectual Property Rights

5.1 OMNI Intellectual Property

The Services, including all content, features, and functionality thereof, are owned by OMNI, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use do not grant you any rights to use OMNI’s logos, product names, trademarks, service marks, or other branding except as expressly set forth herein.

5.2 User Content

You retain all of your ownership rights in your User Content. By uploading, posting, or otherwise making available any User Content through the Services, you grant to OMNI a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with providing and improving the Services.

5.3 User Feedback

If you provide OMNI with any feedback, suggestions, improvements, enhancements, or feature requests relating to the Services (collectively, “Feedback”), you hereby grant OMNI a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Feedback in any manner and for any purpose.

5.4 Reservation of Rights

All rights not expressly granted to you in these Terms of Use are reserved by OMNI and its licensors. No right or license is granted hereunder by implication, estoppel, or otherwise.

5.5 Copyright Infringement

OMNI respects the intellectual property rights of others and expects users of the Services to do the same. OMNI will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide OMNI’s representative with the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit OMNI to locate the material;
• Your contact information, including your address, telephone number, and an email address;
• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

OMNI’s representative for notice of alleged copyright infringement can be reached at: legal@omni3.ai

5.6 Trademarks

OMNI’s name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of OMNI or its affiliates or licensors. You may not use such marks without the prior written permission of OMNI. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

6. Data Privacy and Security

6.1 User Data

“User Data” means any data, information, or material that you or your authorized users provide or submit to the Services in the course of using the Services.

6.2 Privacy Policy

OMNI’s Privacy Policy describes how OMNI collects, uses, and discloses information about you and your users when you use the Services. By using the Services, you consent to OMNI’s collection, use, and disclosure of information as described in the Privacy Policy.

6.3 Data Security

OMNI implements and maintains reasonable administrative, technical, and physical safeguards designed to protect User Data from unauthorized access, disclosure, use, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, while OMNI strives to use commercially reasonable means to protect User Data, OMNI cannot guarantee its absolute security.

6.4 Data Processing Agreement

If and to the extent that you are subject to data protection laws that require a data processing agreement (such as the European Union’s General Data Protection Regulation (GDPR)), OMNI will enter into its standard data processing agreement with you upon request.

6.5 Compliance with Laws

Each party will comply with all applicable laws and regulations with respect to its activities under these Terms of Use, including those related to data privacy, data security, and the protection of personal information.

6.6 Data Retention and Deletion

OMNI will retain User Data for as long as needed to provide the Services and as necessary to comply with its legal obligations, resolve disputes, and enforce its agreements. Upon termination or expiration of your subscription to the Services, OMNI will retain your User Data for a period of sixty (60) days, during which time you may export your User Data using the standard export features of the Services. After this sixty (60) day period, OMNI may delete your User Data stored on its systems, except as required by law or as necessary for OMNI’s legitimate business purposes. OMNI recommends that you regularly backup your User Data using the export features provided within the Services.

6.7 Aggregated and Anonymized Data

Notwithstanding anything to the contrary in these Terms of Use, OMNI may collect and use aggregated and anonymized data derived from your use of the Services for its own business purposes, including to improve and provide the Services, develop new products and services, and for statistical analysis, provided that such data does not identify you or your users and cannot be attributed to you or your users.

6.8 AI Tool Usage

We may use business or enterprise account AI tools such as but not limited to ChatGPT Enterprise (including Custom GPTs), Gemini Enterprise, Claude Enterprise, and Microsoft Copilot to support our Services to help us work more efficiently and deliver higher quality insights for you. Such use would be restricted to OMNI’s business or enterprise account environment and restricted to OMNI team members. OMNI will not use, process, or otherwise access User Data to train, develop, or improve any machine learning or artificial intelligence models. OMNI’s access to User Data is solely for the purpose of providing, maintaining, and supporting the Services. None of the User Data would leave our environment, and all such data would be deleted following the end of the applicable engagement.

6.9 Security Breach Notification

In the event of a security breach that affects your User Data, OMNI will notify you without undue delay after becoming aware of such breach and will take reasonable steps to mitigate the effects and to minimize any damage resulting from the security breach. OMNI’s notification of or response to a security breach will not be construed as an acknowledgment by OMNI of any fault or liability with respect to the breach.

7. Payment Terms and Billing

7.1 Fees and Payment

You agree to pay all fees specified in the applicable order form or statement of work. Except as otherwise specified in these Terms of Use, an order form, or a statement of work: (a) fees are based on Services purchased and not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant Subscription Term.

7.2 Invoicing and Payment Terms

Unless otherwise stated in the applicable order form or statement of work, OMNI will invoice you in advance for all applicable fees. You agree to pay all invoiced amounts within thirty (30) days of the invoice date. All payments must be made in the currency specified in the applicable order form or statement of work.

7.3 Late Payments

If any invoiced amount is not received by OMNI by the due date, then without limiting OMNI’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; (b) OMNI may condition future subscription renewals and order forms on payment terms shorter than those specified in Section 7.2; and (c) OMNI may suspend the Services until such amounts are paid in full.

7.4 Taxes

Unless otherwise stated, OMNI’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If OMNI has the legal obligation to pay or collect Taxes for which you are responsible under this section, OMNI will invoice you and you will pay that amount unless you provide OMNI with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.5 Future Functionality

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by OMNI regarding future functionality or features.

7.6 Price Changes

OMNI reserves the right to modify its fees and charges for the Services. For Services subject to a Subscription Term, any price changes will become effective upon the next renewal of your Subscription Term. OMNI will provide you with reasonable prior written notice of any change in fees.

7.7 Reseller Payments

If you purchase the Services through a reseller, your payment terms will be established by your agreement with such reseller, and the payment provisions of this Section 7 will not apply to you.

8. Service Level Agreements and Warranties

8.1 Service Level Agreement

OMNI will make the SaaS Products available in accordance with mutually agreed service levels. The SLA sets forth OMNI’s system availability commitments and your remedies for OMNI’s failure to meet such commitments.

8.2 Support Services

OMNI will provide the support services specified in the applicable order form or statement of work. OMNI may update its support policy from time to time, provided that no such update will materially reduce the level of support provided to you during the current Subscription Term.

8.3 Maintenance and Updates

OMNI will perform maintenance on the Services as necessary to maintain the SLA. OMNI will use commercially reasonable efforts to schedule maintenance during non-peak usage hours and will provide advance notice of scheduled maintenance when reasonably practicable.

8.4 Limited Warranty for SaaS Products

OMNI warrants that during the Subscription Term, the SaaS Products will perform materially in accordance with the applicable documentation. If the SaaS Products do not perform as warranted, OMNI will use commercially reasonable efforts to correct the non-conforming SaaS Products at no additional charge to you. If OMNI is unable to correct the non-conforming SaaS Products within a reasonable time, you may terminate your subscription to the non-conforming SaaS Products and OMNI will refund you a pro-rated portion of any prepaid fees for the remainder of the Subscription Term for the non-conforming SaaS Products. This Section 8.4 sets forth your exclusive remedy and OMNI’s entire liability for breach of the warranty in this Section 8.4.

8.5 Limited Warranty for Advisory Services

OMNI warrants that the Advisory Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. If you reasonably determine that any Advisory Services do not conform to this warranty and notify OMNI within thirty (30) days of the performance of such Advisory Services, OMNI will re-perform the non-conforming Advisory Services at no additional charge to you. If OMNI is unable to re-perform the non-conforming Advisory Services as warranted, you may terminate the applicable statement of work for the non-conforming Advisory Services and OMNI will refund you a pro-rated portion of any prepaid fees for the non-conforming Advisory Services. This Section 8.5 sets forth your exclusive remedy and OMNI’s entire liability for breach of the warranty in this Section 8.5.

8.6 Disclaimer of Warranties

Except as expressly provided in Sections 8.4 and 8.5, the Services are provided “as is” and “as available,” without warranty of any kind. OMNI expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. OMNI does not warrant that the Services will meet your requirements, that the Services will be uninterrupted, error-free, or secure, that defects will be corrected, or that the Services are free of viruses or other harmful components. OMNI makes no warranties or representations regarding the accuracy, reliability, timeliness, or completeness of the Services.

8.7 Beta Services Disclaimer

Notwithstanding Sections 8.4 and 8.5, Beta Services are provided “as is” without warranty of any kind. OMNI disclaims all warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. OMNI does not warrant that the Beta Services will meet your requirements, that the Beta Services will be uninterrupted, error-free, or secure, that defects will be corrected, or that the Beta Services are free of viruses or other harmful components.

9. Limitation of Liability

9.1 Exclusion of Consequential and Related Damages

In no event will either party have any liability to the other party for any lost profits, revenues, or indirect, special, incidental, consequential, cover, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

9.2 Limitation of Liability

In no event will either party’s aggregate liability arising out of or related to these Terms of Use or the Services, whether in contract, tort, or under any other theory of liability, exceed the total amount paid by you to OMNI under these Terms of Use in the twelve (12) months preceding the incident giving rise to the liability. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit your payment obligations under Section 7.

9.3 Exceptions to Limitations

The limitations set forth in Sections 9.1 and 9.2 will not apply to: (a) either party’s breach of its confidentiality obligations under Section 11; (b) your breach of Section 2.1 (License to Use SaaS Products); or (c) your breach of Section 4 (Acceptable Use Policy).

9.4 Essential Purpose

The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose.

10. Indemnification

10.1 Indemnification by OMNI

OMNI will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the Services infringe or misappropriate such third party’s intellectual property rights (a “Claim Against You”), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against You, provided that you: (a) promptly give OMNI written notice of the Claim Against You; (b) give OMNI sole control of the defense and settlement of the Claim Against You (except that OMNI may not settle any Claim Against You unless it unconditionally releases you of all liability); and (c) give OMNI all reasonable assistance, at OMNI’s expense.

10.2 Indemnification Exclusions

OMNI will have no obligation under Section 10.1 to the extent a Claim Against You arises from: (a) your breach of these Terms of Use; (b) User Content; (c) use of the Services in combination with products, services, information, or materials not furnished by OMNI if the Services would not be infringing without such combination; (d) modifications to the Services not made by OMNI; (e) your continued allegedly infringing activity after being notified thereof or after being provided with modifications that would have avoided the alleged infringement; or (f) use of the Services in a manner not in accordance with the applicable documentation or outside the scope of these Terms of Use.

10.3 Limited Remedy

If the Services are, or in OMNI’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property rights, OMNI may, at its option and expense: (a) obtain the right for you to continue to use the Services; (b) modify or replace the Services to be non-infringing while giving substantially equivalent functionality; or (c) if (a) and (b) are not reasonably practicable, terminate your rights and OMNI’s obligations under these Terms of Use with respect to such Services and refund to you a pro-rated portion of any prepaid fees for the remainder of the Subscription Term for such terminated Services.

10.4 Indemnification by You

You will defend OMNI against any claim, demand, suit or proceeding made or brought against OMNI by a third party: (a) alleging that User Content, or your use of the Services in breach of these Terms of Use, infringes or misappropriates such third party’s intellectual property rights or violates applicable law; or (b) arising from your breach of Section 4 (Acceptable Use Policy) (each, a “Claim Against OMNI”), and will indemnify OMNI from any damages, attorney fees, and costs finally awarded against OMNI as a result of, or for any amounts paid by OMNI under a court-approved settlement of, a Claim Against OMNI, provided that OMNI: (i) promptly gives you written notice of the Claim Against OMNI; (ii) gives you sole control of the defense and settlement of the Claim Against OMNI (except that you may not settle any Claim Against OMNI unless it unconditionally releases OMNI of all liability); and (iii) gives you all reasonable assistance, at your expense.

10.5 Exclusive Remedy

This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.

11. Confidentiality

11.1 Definition of Confidential Information

“Confidential Information” means all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, product roadmaps, technical data, trade secrets, know-how, inventions, processes, techniques, algorithms, software programs, customer lists, financial information, and sales and marketing plans.

11.2 Confidential Information of OMNI

OMNI’s Confidential Information includes, without limitation: (a) the Services, including all software, technology, programming, specifications, materials, guidelines, and documentation relating thereto; (b) any information relating to OMNI’s product roadmap, pricing, security architecture, and business operations; and (c) the terms and conditions of these Terms of Use and any order form or statement of work (including pricing).

11.3 Confidential Information of User

User’s Confidential Information includes, without limitation, User Content and any information relating to User’s business operations, systems, or processes disclosed to OMNI in connection with the Services.

11.4 Obligations of the Receiving Party

The Receiving Party shall: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Use; (b) not disclose Confidential Information to any third party other than its employees, contractors, advisors, and agents who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein; and (c) protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

11.5 Exceptions

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

11.6 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure, to the extent legally permitted, so that the Disclosing Party may seek a protective order or other appropriate remedy; and (b) discloses only that portion of the Confidential Information that is legally required to be disclosed. If the Disclosing Party is unable to obtain a protective order, the Receiving Party will furnish only that portion of the Confidential Information that is legally required and will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed Confidential Information.

11.7 Return or Destruction

Upon termination or expiration of these Terms of Use, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, and certify in writing that it has done so. The Receiving Party may retain copies of Confidential Information to the extent required by applicable law, regulation, or its standard backup and archival procedures, provided that such retained Confidential Information remains subject to the confidentiality obligations of this Section 11.

12. Termination and Suspension

12.1 Term

These Terms of Use commence on the date you first accept them and continue until all subscriptions or Services hereunder have expired or have been terminated.

12.2 Subscription Term

The term of the subscription and Services (“Subscription Term”) shall be as specified in the applicable order form or statement of work. Except as otherwise specified in the applicable order form or statement of work, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.

12.3 Termination for Cause

A party may terminate these Terms of Use for cause: (a) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

12.4 Suspension of Services

OMNI may suspend your access to the Services if: (a) you fail to pay any undisputed amounts due under these Terms of Use within fifteen (15) days after written notice of such failure; (b) you breach Section 4 (Acceptable Use Policy); (c) OMNI reasonably determines that your use of the Services poses a security risk to the Services or to other users of the Services, or may adversely impact the integrity of the Services or the systems or content of any other customer; (d) OMNI reasonably determines that your use of the Services may subject OMNI to liability; or (e) OMNI is required to do so by law or by a governmental authority. OMNI will use commercially reasonable efforts to provide you with notice of any such suspension. OMNI will restore your access to the Services promptly after the event giving rise to the suspension is cured.

12.5 Effect of Termination

Upon termination or expiration of these Terms of Use: (a) all rights granted to you under these Terms of Use will immediately terminate; (b) you will immediately cease all use of the subscription and/or Services; (c) all fees and other amounts owed to OMNI under these Terms of Use will become immediately due and payable; and (d) Sections 5 (Intellectual Property Rights), 6.6 (Data Retention and Deletion), 6.7 (Aggregated and Anonymized Data), 7 (Payment Terms and Billing), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality), 12.5 (Effect of Termination), 13 (Dispute Resolution and Governing Law), and 15 (General Provisions) will survive.

13. Dispute Resolution and Governing Law

13.1 Governing Law

These Terms of Use and any dispute or claim arising out of or in connection with these Terms of Use will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

13.2 Venue

The state and federal courts located in Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms of Use or their formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms of Use.

13.3 Informal Dispute Resolution

Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 15.7. If a dispute is not resolved within thirty (30) days of notice, either party may bring a formal proceeding.

13.4 Injunctive Relief

Notwithstanding the provisions of Section 13.3, nothing in these Terms of Use will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

14. Modifications to Terms of Use

14.1 Modifications to Terms of Use

OMNI reserves the right to modify these Terms of Use or modify, suspend or discontinue any part of the Services at any time and will make reasonable efforts to notify you of material changes. If you do not agree to the modified Terms of Use, you must stop using the Services before the effective date of the modifications. Your continued use of the Services after the effective date of the modifications constitutes your acceptance of the modified Terms of Use. Upon renewal of your subscription, the most current version of the Terms of Use will apply. OMNI will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, provided that if OMNI makes a material change to the Services that significantly reduces the functionality of the Services, you may, as your sole remedy, terminate these Terms of Use and receive a pro-rated refund of any prepaid fees for the remainder of the Subscription Term.

15. General Provisions

15.1 Relationship of the Parties

The parties are independent contractors. These Terms of Use do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

15.2 No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms of Use, except as expressly provided in Section 10 (Indemnification).

15.3 Waiver

No failure or delay by either party in exercising any right under these Terms of Use will constitute a waiver of that right. No waiver under these Terms of Use will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

15.4 Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms of Use will remain in effect.

15.5 Assignment

Neither party may assign or transfer these Terms of Use, in whole or in part, without the other party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms of Use in their entirety, without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of this Section 15.5 will be null and void.

15.6 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms of Use (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

15.7 Notices

Except as otherwise specified in these Terms of Use, all notices, permissions, and approvals hereunder will be in writing and will be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the first business day after sending by email (provided email will not be sufficient for notices of termination or an indemnifiable claim). Notices to OMNI will be addressed to the attention of its legal department at legal@omni3.ai. Notices to you will be addressed to the attention of the person listed as the primary contact on your account.

15.8 Entire Agreement

These Terms of Use, including all exhibits and addenda hereto and all order forms and Statements of Work, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter. No modification, amendment, or waiver of any provision of these Terms of Use will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

15.9 Export Compliance

The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You will not permit any user to access or use the Services in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

15.10 Anti-Corruption

You agree that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of OMNI’s employees or agents in connection with these Terms of Use. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify OMNI’s legal department at legal@omni3.ai.

15.11 U.S. Government End Users

The Services are commercial computer software. If you are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by these Terms of Use in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.

Contact Us

For questions regarding our Terms of Use, please email us at legal@omni3.ai.