Agreement and acceptance
These Terms of Service (the "Terms") are a binding agreement between OMNI SOL INC, a California corporation doing business as Omnir ("Omnir," "we," or "us"), and the business entity that accepts them ("Customer" or "you").
Effective date: You accept these Terms when you check the box agreeing to them at checkout, sign an order that references them, or use the Service, whichever comes first. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you don't have that authority, or don't agree, don't accept these Terms or use the Service.
The Service is for business use only. You represent that you are acquiring the Service for business purposes and not for personal, family, or household use.
The following documents are incorporated into these Terms by reference. Together, they form the "Agreement":
- Acceptable Use Policy: omnir.com/legal/acceptable-use
- Data Processing Addendum: omnir.com/legal/dpa
- Service Level Agreement: omnir.com/legal/sla
- Subprocessor list: omnir.com/legal/subprocessors
- Privacy Policy: omnir.com/legal/privacy-policy
- Order: the Stripe Checkout session, Stripe Quote, or other ordering document that you accept, which states your plan, quantities, fees, and billing frequency
1. Definitions
- "Authorized User" means an employee or contractor of yours whom you allow to use the Service under your account.
- "Connected Account" means a Google Workspace, Gmail, Microsoft 365, or other third-party account that an Authorized User connects to the Service through OAuth or a similar authorization.
- "Customer Data" means data that you or your Authorized Users submit to the Service or that the Service retrieves from a Connected Account, including email, calendar, contact, and task data.
- "Documentation" means Omnir's then-current user guides and help content for the Service.
- "Fees" means the amounts stated in your Order.
- "Service" means the Omnir hosted customer relationship management software, its integrations, and related Documentation, as described in your Order.
- "Subscription Term" means the initial period stated in your Order and each renewal period.
- "Third-Party Services" means products and services not provided by Omnir, including Google, Microsoft, and Stripe services.
2. Access and use of the Service
2.1 Access. During the Subscription Term, Omnir grants you a non-exclusive, non-transferable, non-sublicensable right for your Authorized Users to access and use the Service for your internal business purposes, up to the quantities in your Order.
2.2 Accounts. You are responsible for your Authorized Users' compliance with the Agreement, for keeping login credentials confidential, and for all activity under your account. Each user seat is for one named individual and can't be shared. Notify Omnir at security@omnir.com without undue delay if you learn of unauthorized access to your account.
2.3 Restrictions. You won't, and won't permit anyone to:
- Sell, resell, license, or otherwise make the Service available to anyone other than Authorized Users.
- Copy, modify, reverse engineer, decompile, or create derivative works of the Service, except where applicable law expressly permits it.
- Access the Service to build a competing product or to copy its features or design.
- Circumvent usage limits, security controls, or access restrictions.
- Use the Service in violation of the Acceptable Use Policy or applicable law.
2.4 Prohibited data. You won't submit protected health information as defined under HIPAA, payment card data, or government identification numbers to the Service, except in fields Omnir designates for that purpose. Omnir has no obligations under HIPAA or PCI DSS for data you submit in violation of this section.
2.5 Third-Party Services. The Service interoperates with Third-Party Services that Omnir doesn't control. Your use of a Third-Party Service is governed by that provider's terms. If a provider changes or discontinues its API or revokes Omnir's access, Omnir may modify or discontinue the affected integration and isn't liable for the change.
3. Customer Data and connected accounts
3.1 Ownership. As between the parties, you own Customer Data. You grant Omnir a limited, worldwide license to host, process, and transmit Customer Data only as needed to provide, secure, and support the Service, and as otherwise described in the Data Processing Addendum.
3.2 Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for having all rights, notices, and consents needed for Omnir to process it, including for data about your contacts and correspondents.
3.3 Connected Accounts. When an Authorized User connects an account, the Service accesses only the scopes that user authorizes, and only to provide user-facing features of the Service. An Authorized User may revoke access at any time through the Service or through the provider's account settings.
3.4 Google user data. Omnir's use and transfer of information received from Google APIs complies with the Google API Services User Data Policy, including its Limited Use requirements. Omnir doesn't sell Google user data, use it for advertising, or allow humans to read it except with the user's affirmative consent for specific messages, for security purposes, to comply with law, or in aggregated and anonymized form for internal operations.
3.5 No model training. Omnir doesn't use Customer Data, including data from Connected Accounts, to train or improve generalized artificial intelligence or machine learning models.
3.6 Disconnection and deletion. When an Authorized User disconnects a Connected Account, Omnir revokes the associated tokens and stops syncing. Omnir deletes data synced from that account within 30 days, unless you choose to retain records you created in the Service from that data.
3.7 Aggregate data. Omnir may collect usage metrics about the Service's operation, such as feature usage, performance, and sync volumes. Omnir uses this data only in a form that doesn't identify you, any individual, or the content of Customer Data.
4. Fees, billing, and renewal
4.1 Fees. You agree to pay the Fees in your Order. Fees are based on subscriptions purchased, not actual usage, and are quoted in US dollars.
4.2 Payment processing. Omnir uses Stripe, Inc. ("Stripe") to process payments. By providing a payment method, you authorize Omnir, through Stripe, to charge it for all Fees and applicable taxes when due, including recurring charges for each renewal. Your payment information is collected and stored by Stripe under the Stripe Services Agreement and Stripe Privacy Policy. Omnir doesn't store full payment card numbers. You'll keep your billing contact and payment method current.
4.3 Invoiced accounts. If your Order provides for invoicing, Fees are due within 30 days of the invoice date, payable through the Stripe-hosted invoice or another method Omnir accepts.
4.4 Automatic renewal. Your subscription renews automatically at the end of each Subscription Term for a period equal to the prior term, at Omnir's then-current price for your plan, unless either party cancels before the renewal date. Omnir will notify you of any price increase at least 30 days before the renewal it applies to. You can cancel at any time in your account billing settings or by emailing billing@omnir.com. Cancellation takes effect at the end of the current Subscription Term.
4.5 Plan changes. If you add seats or upgrade during a Subscription Term, Omnir charges a prorated amount for the remainder of that term. Downgrades and seat reductions take effect at the start of the next Subscription Term.
4.6 Failed payments. If a charge fails, Stripe will retry it. If any amount remains unpaid 14 days after its due date, Omnir may suspend the Service after giving you at least 7 days' notice. Past-due amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
4.7 Taxes. Fees exclude taxes. You're responsible for all sales, use, value-added, and similar taxes, excluding taxes on Omnir's net income. If you claim a tax exemption, provide a valid exemption certificate before your first charge.
4.8 Refunds. Except as stated in the Service Level Agreement or required by law, Fees are non-refundable, and Omnir doesn't provide refunds or credits for partial terms or unused seats.
4.9 Billing disputes and chargebacks. Notify billing@omnir.com of any good-faith billing dispute within 60 days of the charge. The parties will work in good faith to resolve it. Initiating a chargeback for undisputed Fees without first contacting Omnir is a material breach of the Agreement.
5. Term, suspension, and termination
5.1 Term. The Agreement starts when you accept it and continues until all Subscription Terms have ended.
5.2 Suspension. Omnir may suspend access to all or part of the Service if:
- Your use violates the Acceptable Use Policy or poses a security risk to the Service or others.
- Fees are past due as described in section 4.6.
- Suspension is required by law or by a Third-Party Service provider whose API the affected feature depends on.
Omnir will limit any suspension to the extent and duration reasonably needed and will give you notice when practical.
5.3 Termination for cause. Either party may terminate the Agreement if the other party materially breaches it and doesn't cure the breach within 30 days after written notice. Either party may terminate immediately if the other party becomes insolvent or subject to bankruptcy proceedings.
5.4 Effect of termination. When the Agreement ends, your right to use the Service ends, and you'll pay any unpaid Fees for the period before termination. If you terminate for Omnir's uncured breach, Omnir will refund prepaid Fees for the remainder of the Subscription Term.
5.5 Data export and deletion. For 30 days after termination, you may export Customer Data using the Service's export features. After that period, Omnir deletes Customer Data from production systems, and from backups within 90 days, unless law requires retention.
5.6 Survival. Sections 3.5, 4 (for amounts owed), 5.4 through 5.6, and 6 through 13 survive termination.
6. Confidentiality
6.1 Definition. "Confidential Information" means non-public information that one party discloses to the other and that is marked confidential or would reasonably be understood as confidential. Customer Data is your Confidential Information. Non-public pricing and product information is Omnir's Confidential Information.
6.2 Exclusions. Confidential Information doesn't include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without a duty of confidentiality.
6.3 Obligations. The recipient will use Confidential Information only to perform under the Agreement, will protect it with at least reasonable care, and will disclose it only to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.
6.4 Compelled disclosure. The recipient may disclose Confidential Information when required by law, if it gives the discloser prompt notice when legally permitted and reasonable help in seeking a protective order.
6.5 Relationship to NDA. These Terms supersede any mutual non-disclosure agreement between the parties for information disclosed after you accept them.
7. Data protection and security
7.1 Data Processing Addendum. To the extent Omnir processes personal information on your behalf, the Data Processing Addendum applies and governs that processing. If the Data Processing Addendum conflicts with these Terms on a data protection matter, the Data Processing Addendum controls.
7.2 Security. Omnir maintains administrative, technical, and physical safeguards designed to protect Customer Data. These include encryption in transit and at rest, encrypted storage of OAuth tokens, role-based access controls, logging, and an incident response program, as further described in the Data Processing Addendum.
7.3 Security incidents. Omnir will notify you without undue delay, and in any event within 72 hours, after confirming unauthorized access to Customer Data in Omnir's systems. The notice will include the information reasonably available to help you meet your own regulatory obligations.
7.4 Subprocessors. Omnir uses subprocessors to provide the Service, including hosting providers and Stripe for payment processing. Omnir lists current subprocessors at omnir.com/legal/subprocessors and remains responsible for their performance. Omnir gives at least 30 days' notice before adding a subprocessor that processes Customer Data.
7.5 Regulated customers. If you are a financial institution, investment adviser, broker-dealer, accounting firm, or law firm, you're responsible for determining whether the Service meets your regulatory obligations. On request, Omnir will reasonably cooperate with your vendor due diligence, including completing security questionnaires no more than once per year.
8. Service levels and support
8.1 Availability. Omnir provides the Service according to the Service Level Agreement. Service credits under the Service Level Agreement are your sole and exclusive remedy for unavailability of the Service.
8.2 Exclusions. Availability commitments don't cover outages or degradation caused by Third-Party Services, including Google and Microsoft APIs, scheduled maintenance announced in advance, your systems or Connected Accounts, or events outside Omnir's reasonable control.
8.3 Support. Omnir provides support by email at support@omnir.com during business hours, Monday through Friday, 8:00 AM to 5:00 PM Pacific Time, excluding US federal holidays.
8.4 Changes to the Service. Omnir may update the Service over time. Omnir won't materially reduce the core functionality of your subscribed plan during a Subscription Term, except as required by law or by a Third-Party Service change under section 2.5.
9. Intellectual property and feedback
9.1 Omnir's rights. Omnir and its licensors own all rights in the Service, the Documentation, and any improvements to them. Except for the rights expressly granted in the Agreement, Omnir reserves all rights.
9.2 Feedback. If you give Omnir suggestions or feedback about the Service, Omnir may use them without restriction or obligation to you. Feedback doesn't include Customer Data or your Confidential Information.
9.3 Publicity. Omnir may identify you as a customer by name and logo on its website and in sales materials. You can opt out at any time by emailing legal@omnir.com.
10. Warranties and disclaimers
10.1 Mutual warranties. Each party warrants that it has the authority to enter into the Agreement and will comply with laws applicable to its performance.
10.2 Omnir's warranty. Omnir warrants that the Service will perform materially as described in the Documentation and that Omnir won't materially decrease the Service's overall security during a Subscription Term. If Omnir breaches this warranty and you notify Omnir within 30 days, Omnir will use reasonable efforts to correct the nonconformity. If Omnir can't correct it within a reasonable time, either party may terminate the affected subscription, and Omnir will refund prepaid Fees for the remainder of the Subscription Term. This is your sole remedy for breach of this warranty.
10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE IS PROVIDED "AS IS." OMNIR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OMNIR DOESN'T WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE.
11. Indemnification
11.1 By Omnir. Omnir will defend you against any third-party claim alleging that the Service, as provided by Omnir, infringes that party's US patent, copyright, or trademark, or misappropriates its trade secret. Omnir will pay damages and costs finally awarded or agreed in settlement. This obligation doesn't apply to claims arising from Customer Data, Third-Party Services, your modifications, or combination of the Service with items Omnir didn't provide.
11.2 Remedies. If the Service is or may be subject to an infringement claim, Omnir may procure the right for you to keep using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid Fees for the remainder of the Subscription Term.
11.3 By you. You will defend Omnir against any third-party claim arising from Customer Data, your violation of the Acceptable Use Policy, or your use of the Service in violation of law, and will pay damages and costs finally awarded or agreed in settlement.
11.4 Procedure. The indemnified party must give prompt written notice of the claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation. The indemnifying party can't settle a claim in a way that imposes liability or admits fault on behalf of the indemnified party without its consent.
11.5 Exclusive remedy. This section 11 states each party's sole liability and exclusive remedy for the third-party claims it covers.
12. Limitation of liability
12.1 Exclusion of indirect damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.
12.2 General cap. EXCEPT FOR EXCLUDED CLAIMS AND THE DATA PROTECTION CAP, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THE AGREEMENT WON'T EXCEED THE FEES PAID AND PAYABLE BY YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
12.3 Data protection cap. FOR CLAIMS ARISING FROM A BREACH OF SECTION 6 (CONFIDENTIALITY) OR SECTION 7 (DATA PROTECTION AND SECURITY), OMNIR'S TOTAL LIABILITY WON'T EXCEED THE GREATER OF TWO TIMES THE FEES PAID AND PAYABLE IN THE 12 MONTHS BEFORE THE EVENT, OR $250,000.
12.4 Excluded claims. "Excluded Claims" means your payment obligations, a party's indemnification obligations under section 11, and liability arising from a party's gross negligence, willful misconduct, or fraud. The caps in this section don't apply to Excluded Claims.
12.5 Basis of the bargain. The parties agree that these limitations reflect an allocation of risk on which the Fees are based, and apply even if a limited remedy fails of its essential purpose.
13. General terms
13.1 Changes to these Terms. Omnir may update these Terms by posting a revised version and notifying you by email or in the Service at least 30 days before the change takes effect. Changes apply at your next renewal, unless they are required by law or don't materially reduce your rights, in which case they apply on their effective date. If you object to a change, you can cancel before it applies to you.
13.2 Order of precedence. If documents in the Agreement conflict, they control in this order: (1) the Order, for plan, quantity, fees, and term only; (2) the Data Processing Addendum, for data protection matters; (3) these Terms; (4) the Service Level Agreement; and (5) the Acceptable Use Policy. Terms in a purchase order or similar document you issue don't apply, even if Omnir accepts it.
13.3 Governing law and venue. California law governs the Agreement, without regard to conflict-of-law rules. The state and federal courts in Santa Clara County, California, have exclusive jurisdiction, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
13.4 Notices. Omnir sends notices to the email address on your account. You send notices to legal@omnir.com. Notices are effective when sent, except notices of breach or termination, which are effective when received.
13.5 Assignment. Neither party may assign the Agreement without the other party's consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets or the business to which the Agreement relates, with notice to the other party.
13.6 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, excluding payment obligations.
13.7 Export and sanctions. Each party will comply with US export control and sanctions laws. You represent that you aren't located in, or owned or controlled by a party in, a sanctioned country or on a US government restricted-party list.
13.8 Independent contractors. The parties are independent contractors. The Agreement creates no partnership, agency, or fiduciary relationship, and no third-party beneficiaries.
13.9 Electronic acceptance. Acceptance through a checkbox, click, or electronic signature is as binding as a handwritten signature. Omnir and Stripe may keep electronic records of your acceptance.
13.10 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements and communications. A waiver must be in writing. If any provision is unenforceable, it is limited to the minimum extent necessary, and the rest remains in effect.
Contact: OMNI SOL INC d/b/a Omnir · 1346 The Alameda, Suite 7-388 · San Jose, CA 95126 · legal@omnir.com