Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Omni, Inc., a Delaware S-Corporation (“Omni,” “we,” “us,” or “our”), governing your access to and use of the Omni platform, website located at useomni.org, and all related services, including the OmniChat, OmniCalls, and OmniReach AI agents (collectively, the “Service”).

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” and “your” shall refer to that entity.

2. Description of Service

Omni provides a software-as-a-service (“SaaS”) platform that delivers AI-powered agents for automating business communications, including but not limited to:

• OmniChat — AI-powered chat messaging agent for customer support, lead qualification, and conversational engagement
• OmniCalls — AI-powered phone call handling agent for inbound and outbound voice communications
• OmniReach — AI-powered outreach agent for automated email, SMS, and multi-channel engagement campaigns

The Service is designed for business and professional use. You acknowledge that the Service utilizes third-party artificial intelligence models and infrastructure, and that Service availability and functionality may depend on the continued availability of such third-party services.

3. Eligibility

You must be at least eighteen (18) years of age and possess the legal capacity to enter into a binding agreement under applicable law. If you are under the age of eighteen (18), you may not use the Service under any circumstances.

By using the Service, you represent and warrant that: (a) you meet the minimum age requirement; (b) you have the legal authority to enter into these Terms; (c) you are not barred from using the Service under any applicable law, including U.S. export control laws and regulations; and (d) you will use the Service in compliance with all applicable local, state, national, and international laws and regulations.

4. Account Registration & Security

To access the Service, you must register for an account and provide accurate, current, and complete information as prompted by the registration process. You agree to update such information promptly to keep it accurate and complete.

You are solely responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account, whether or not authorized by you; and (c) immediately notifying Omni at support@useomni.org of any unauthorized use of your account or any other breach of security.

Omni shall not be liable for any loss or damage arising from your failure to comply with these security obligations. We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised.

5. Subscriptions, Billing & Payment

Omni offers paid subscription plans billed on a monthly or annual basis (“Subscription Period”). By selecting a subscription plan, you authorize Omni (or our designated third-party payment processor) to charge the applicable fees to your chosen payment method on a recurring basis.

• Recurring Billing. Your subscription will automatically renew at the end of each Subscription Period unless you cancel prior to the renewal date.
• Price Changes. We reserve the right to modify subscription pricing upon thirty (30) days' prior written notice. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.
• Taxes. All fees are exclusive of applicable taxes (including sales, use, and value-added taxes), which you are responsible for paying.
• Refunds. All fees are non-refundable except as expressly required by applicable law or as otherwise stated in a separate written agreement between you and Omni.
• Cancellation. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current Subscription Period, and you will retain access to the Service until that date.
• Failed Payments. If a payment fails, we may suspend your access to the Service until payment is resolved. We reserve the right to retry the charge and to pursue collection of any outstanding amounts.

6. Free Trials & Promotional Offers

Omni may offer free trials or promotional pricing at its sole discretion. Unless you cancel before the end of the trial period, your account will automatically convert to a paid subscription at the then-current rate. Omni reserves the right to limit trial eligibility and to modify or discontinue trial offers at any time without notice.

7. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with these Terms. You shall not, and shall not permit any third party to:

• Violate any applicable federal, state, local, or international law or regulation, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, General Data Protection Regulation (GDPR), and any applicable telemarketing or do-not-call laws
• Send spam, unsolicited communications, or deceptive messages, or use the Service for phishing, fraud, or social engineering
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
• Transmit any malicious code, viruses, worms, trojan horses, or other harmful software or content
• Interfere with, disrupt, or place an unreasonable burden on the Service, its servers, or connected networks
• Attempt to gain unauthorized access to any portion of the Service, other user accounts, or any systems or networks connected to the Service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
• Use the Service to develop a competing product or service, or to benchmark the Service for competitive purposes
• Use the Service to harass, abuse, threaten, or intimidate any person
• Resell, sublicense, or redistribute access to the Service without our prior written consent
• Use the Service in any manner that could disable, damage, overburden, or impair the Service

We reserve the right to investigate and take appropriate action, including suspending or terminating your account and reporting to law enforcement, if we reasonably believe you have violated this Acceptable Use Policy.

8. AI-Generated Content & Disclaimers

The Service uses artificial intelligence models to generate messages, responses, transcriptions, summaries, and other content (“AI-Generated Content”) on your behalf.

You acknowledge and agree that:

• AI-Generated Content may contain inaccuracies, errors, or omissions, and should not be relied upon as professional, legal, medical, financial, or other specialized advice
• You are solely responsible for reviewing, approving, and monitoring all AI-Generated Content before it is sent to or received by any third party
• You are responsible for ensuring that all AI-Generated Content complies with applicable laws, regulations, and industry standards, including those governing automated communications, telemarketing, and data privacy
• Omni does not guarantee the accuracy, completeness, or suitability of any AI-Generated Content for any particular purpose
• You shall implement appropriate human oversight of AI agent activities and shall not use the Service in any safety-critical application without adequate safeguards

9. Your Data & Content

“User Content” means any data, text, files, contacts, phone numbers, messages, recordings, or other materials you provide, upload, or transmit through the Service.

• Ownership. You retain all right, title, and interest in and to your User Content.
• License Grant. By using the Service, you grant Omni a limited, non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and display your User Content solely as necessary to provide, maintain, and improve the Service.
• Responsibility. You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to provide your User Content and to grant the foregoing license.
• Prohibited Content. You shall not upload or transmit User Content that is unlawful, infringing, defamatory, obscene, or otherwise objectionable.

10. Intellectual Property

The Service, including all software, algorithms, user interfaces, designs, text, graphics, logos, trademarks, and other materials (collectively, “Omni IP”), is the exclusive property of Omni, Inc. and its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Nothing in these Terms grants you any right, title, or interest in the Omni IP except for the limited right to access and use the Service in accordance with these Terms. You may not copy, modify, distribute, sell, or lease any part of the Omni IP, nor may you reverse engineer or attempt to extract the source code of any software comprising the Service.

11. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party 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”). Neither party shall use the other party's Confidential Information for any purpose outside the scope of these Terms without the prior written consent of the disclosing party.

12. Privacy & Data Protection

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, store, and protect your personal information and is incorporated into these Terms by reference.

If you use the Service to process personal data of individuals located in the European Economic Area, United Kingdom, or other jurisdictions with data protection laws, you represent that you have obtained all necessary consents and legal bases required to share such data with Omni for processing through the Service.

13. Third-Party Services & Integrations

The Service may integrate with or contain links to third-party services, platforms, or content (“Third-Party Services”). These Third-Party Services are not under our control, and we are not responsible for their content, privacy practices, or availability. Your use of Third-Party Services is governed by their respective terms and policies. Omni makes no representations or warranties regarding any Third-Party Services.

14. Compliance with Laws

You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations, including without limitation:

• The Telephone Consumer Protection Act (TCPA) and FCC regulations regarding automated calls and text messages
• The CAN-SPAM Act and applicable anti-spam laws for email communications
• State and federal do-not-call registry requirements
• The General Data Protection Regulation (GDPR) and other applicable data protection laws
• U.S. export control and sanctions regulations
• Industry-specific regulations applicable to your business

Omni is not responsible for ensuring your compliance with any laws specific to your industry or jurisdiction. You agree to indemnify Omni against any claims arising from your failure to comply with applicable laws.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OMNI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, OMNI DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY AI-GENERATED CONTENT WILL MEET YOUR EXPECTATIONS; OR (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE WARRANTIES ARE LIMITED TO THE MINIMUM EXTENT PERMITTED BY APPLICABLE LAW.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OMNI, INC., ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
• DAMAGES ARISING FROM OR RELATED TO AI-GENERATED CONTENT, INCLUDING ANY ACTIONS TAKEN BY THIRD PARTIES IN RELIANCE ON SUCH CONTENT

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF OMNI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OMNI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO OMNI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

17. Indemnification

You agree to indemnify, defend, and hold harmless Omni, Inc., its officers, directors, shareholders, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of or access to the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law, regulation, or third-party right; (e) any AI-Generated Content sent through your account; or (f) any dispute between you and any third party arising from your use of the Service.

Omni reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you shall cooperate with Omni in asserting any available defenses.

18. Dispute Resolution & Arbitration

18.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@useomni.org and attempt to resolve the dispute informally for at least thirty (30) days.

18.2 Binding Arbitration

If the dispute cannot be resolved informally, you and Omni agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, “Disputes”) shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in the English language, and shall take place in Wilmington, Delaware, or at another mutually agreed location. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.3 Class Action Waiver

YOU AND OMNI AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

18.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights. Additionally, disputes involving amounts of $10,000 or less may be brought in small claims court in New Castle County, Delaware.

19. Termination

By You. You may terminate your account at any time by contacting us at support@useomni.org or through your account settings. Termination does not entitle you to a refund of any prepaid fees.

By Omni. We may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including but not limited to: (a) a breach of these Terms; (b) a request by law enforcement or a government agency; (c) discontinuance or material modification of the Service; (d) unexpected technical or security issues; or (e) extended periods of inactivity.

Effect of Termination. Upon termination: (a) your right to use the Service ceases immediately; (b) we may delete your account and User Content after a reasonable retention period (not to exceed ninety (90) days), unless a longer retention period is required by law; and (c) all provisions of these Terms that by their nature should survive termination shall survive, including Sections 9 (Your Data & Content — License Grant), 10 (Intellectual Property), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), 18 (Dispute Resolution), and 22 (Governing Law).

20. Modifications to Terms

Omni reserves the right to modify these Terms at any time. If we make material changes, we will provide notice by: (a) posting the updated Terms on our website with a revised “Last updated” date; and (b) sending an email notification to the address associated with your account at least fifteen (15) days prior to the changes taking effect.

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Service before the changes take effect.

21. Modifications to Service

Omni reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

22. Governing Law & Jurisdiction

These Terms and any Dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Subject to the arbitration provisions in Section 18, you consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any proceedings not subject to arbitration.

23. Force Majeure

Omni shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including but not limited to: acts of God, natural disasters, pandemic or epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, cyberattacks, or failures of third-party service providers.

24. Electronic Communications

By using the Service, you consent to receiving electronic communications from Omni, including account notifications, billing statements, service updates, and legal notices. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

25. Assignment

You may not assign or transfer these Terms, in whole or in part, without Omni's prior written consent. Omni may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

26. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.

27. Waiver

No failure or delay by Omni in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

28. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or agreements published by Omni on the Service, constitute the entire agreement between you and Omni, Inc. concerning the Service, and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Omni regarding the Service.

29. Contact Information

If you have any questions, concerns, or complaints regarding these Terms of Service, please contact us: