Terms of Service

Omniga is a technology-first platform that provides software for bookkeeping automation, financial operations, and optional strategic services (the "Platform"). You may access our services via web application, integrations (e.g., QuickBooks Online), or by uploading documents such as CSV files, invoices, or receipts.

A. Eligibility. To access or use the Service, you must have the requisite power and authority to enter into these Terms. You may not access or use the Service if you are a competitor of Omniga or if we have previously banned you from the Service or closed your Account.

B. Permission to Use the Service. We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.

C. Service Availability. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

D. Accounts. You must create an Account and provide certain information about yourself (which may be highly personal) in order to use some of the features that are offered through the Service. The password that protects the Account must be strong and Omniga strongly recommends that User only uses that password for the Account and that User enables the two-factor authentication. If User becomes aware of any unauthorized use of his or her password or his or her Account, User shall notify Omniga as promptly as possible. User must not allow access to, or use of, the portions of Services that are only available to Account holders by anyone that does not have an Account. You are also responsible for all activities that occur in connection with your Account. We reserve the right to close your Account at any time for any or no reason.

Your Consumer Account is for your personal, non-commercial use only, and you may not create or use a Consumer Account for anyone other than yourself. Omniga does not approve or monitor Customer-chosen contractors or subprocessors. We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Service, and for the Service to function to its fullest potential. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Consumer Account to another person without Omniga's prior approval.

E. Communications from Omniga and Others. By accessing or using the Service, you consent to receive communications from other users and Omniga through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote Omniga, or businesses listed on Omniga, and may be initiated by Omniga, businesses listed on Omniga, or other users. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. You agree to notify us immediately if the phone number(s) you have provided to us has been changed or disconnected. Please note that any communications, including phone calls, with Omniga or made through the Service may be monitored and recorded for quality purposes.

You can opt-out of certain communications HERE.

A. In order to provide the Services, Omniga requires access to and use of certain of Customer's and Customer's clients' information and data ("Customer Data"), including, without limitation, financial data and information of Customer and Customer's clients that is hosted by third party services used by Customer, and in connection with Omniga' provision of the Services, at Customer's or a Customer's client's request or direction, Omniga may transmit or share the Customer Data that is requested or directed to be shared to a third party service and any other information as necessary for such third party service to provide its service to Customer or Customer's client (any of such third party services described in this sentence, "Third Party Services"). Omniga will access and use Customer Data solely as reasonably necessary to provide the Services and as otherwise expressly permitted in this Agreement. Customer, not Omniga, will have sole responsibility for ensuring the accuracy, quality, integrity, legality and intellectual property ownership of all Customer Data, and Customer shall hold Omniga harmless from and against any claims, damages, losses, liabilities or expenses arising from or relating to any errors, inaccuracies, faults, illegalities or other issues relating to any Customer Data. Customer acknowledges and agrees that it is solely responsible for obtaining any and all consents or approvals necessary for Omniga to access and use the Customer Data to provide the Services to Customer or to transmit or share Customer Data at Customer's or Customer's client's request or direction in connection with the Services. Third Party Services are not under Omniga' control and Customer acknowledges that Omniga is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. By providing Omniga with Customer's credentials or authorization to access Third Party Services, Customer hereby appoints Omniga as its agent to access such Third Party Services (and Customer Data therein) on Customer's behalf for the purposes contemplated herein.

B. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Omniga includes all software and other non-public information regarding features, functionality and performance of the Service, including, without limitation, workflows, visual layouts and the like. Proprietary Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach would result in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies and damages it might have at law.

C. Customer shall own all right, title and interest in and to the Customer Data. Omniga shall own and retain all right, title and interest in and to (a) the Services and Platform, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Customer hereby grants Omniga the right to collect and analyze Customer Data and information relating to the use and performance of various aspects of the Services and related technologies (including data derived therefrom) and, during and after the term hereof, to (i) use all of the foregoing information and data to provide, improve and enhance Omniga' and its affiliates' offerings, and (ii) disclose such information and data solely in aggregate or other de-identified form in connection with its business. Further, if Customer provides or communicates (through the Service or otherwise) any feedback, discoveries, ideas, concepts, terminology, designations, or suggestions relevant to the Services (or improvements, enhancements or modifications thereto) or Omniga' business, technology or Proprietary Information ("Feedback"), Customer grants Omniga the right to use, share, modify, commercialize and otherwise fully exercise and exploit such Feedback and all related intellectual property or other rights (and to allow others to do so) for any purpose during and after the term hereof. Omniga will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. No rights or licenses are granted except as expressly set forth herein, and Omniga reserves all rights and remedies available at law or in equity regarding any unauthorized use of Omniga' Services, Platform, Proprietary Information or other technology or intellectual property rights. The terms of this Section survive termination of this Agreement in perpetuity.

D. Customer acknowledges that certain Services utilize artificial intelligence technology (collectively, "AI Tools"). For purposes hereof, "Input" means any Customer Data that Customer provides to be processed by AI Tools; and "Output" means any output generated and returned to Customer, or automatically generated and transmitted on Customer's behalf, by AI Tools based on the Input. Input and Output constitute Customer Data hereunder. Customer is responsible for ensuring that the Input, Output and Customer's use of AI Tools do not violate any applicable law or infringe, violate, or misappropriate any proprietary rights. Customer acknowledges that due to the nature of artificial intelligence and the technology powering AI Tools, Output may not be unique, and AI Tools may generate the same or similar output for third parties. Customer will not use AI Tools (a) to mislead any person that Output was solely human generated; or (b) in violation of any third party terms, guidelines, policies or the like to which the AI Tools link in connection with generation of Output. Notwithstanding anything herein, Omniga does not make any warranty as to, and will have no liability with respect to, AI Tools, Output, the results that may be obtained from the use of AI Tools or the accuracy of any information obtained through AI Tools, including with respect to the factual accuracy of any Output or suitability for Customer's use case. Use of any material and/or data obtained through the use of any AI Tool is at Customer's sole risk. Customer should not rely on factual assertions in Output without independently fact checking their accuracy. No information or advice, whether oral or written, obtained by Customer from or through AI Tools creates any such warranty.

E. This Section 3 only governs Omniga's direct receipt and usage of Customer Data, and not Customer Data provided to a third party, such as a fractional CFO. The user shall discuss the usage of their Customer Data with any other party involved.

F. Customer shall not transfer or permit the transfer of Customer Data or Consumer Data to any country outside of its original jurisdiction of collection except in compliance with all applicable data protection laws, and shall be solely responsible for obtaining all required consents and providing any required notices to data subjects.

G. Omniga shall have the right and authority to audit any Customer Data or Consumer Data to ensure compliance and may suspend or otherwise restrict the Customer's access to the Platform for noncompliance of the terms of this Agreement.

A. Omniga shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Omniga or by third-party providers, or because of other causes beyond Omniga' reasonable control, but Omniga shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, OMNIGA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND OMNIGA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

B. You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:

• Violate our Terms, including the Privacy Policy;
• Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
• Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service's search results, review recommendation software, or any third party website;
• Violate any applicable law;
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by Omniga;
• Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Service or any Service Content, except as expressly permitted by Omniga;
• Reverse engineer any portion of the Service, unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days' prior written notice;
• Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
• Record, process, or mine information about users;
• Provide personal user information for any purpose other than to perform the Services;
• Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews;
• Reformat or frame any portion of the Service;
• Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Omniga's technology infrastructure or otherwise make excessive traffic demands of the Service;
• Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
• Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
• Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
• Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content; or
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.

A. Customer will pay Omniga the then applicable fees for the Services as described in the Service in accordance with the terms therein (the "Fees"). All Fees are non-cancelable and non-refundable regardless of any early termination of this Agreement. If Customer's use of the Services exceeds any applicable limits set forth in the Service or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. To the extent the Services or any portion thereof is made available for any Fee, Customer may be required to select a payment plan and provide information regarding Customer's credit card, bank account or other payment method. By providing such information, Customer represents and warrants to Omniga that such information is true and that Customer is authorized to use the payment method. Customer will promptly update Customer's account information of any changes (for example, a change in Customer's billing address or credit card expiration date) that may occur. If Customer's payment plan includes an ongoing subscription that is automatically renewed periodically, Customer hereby authorizes Omniga (through Stripe (as defined below)) to bill Customer's payment method in advance on such periodic basis in accordance with the terms of the applicable payment plan until Customer terminates the plan, and Customer further agrees to pay any charges so incurred. Customer can terminate a subscription by logging into the Services.

B. Omniga reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Service term or then current renewal term, upon thirty (30) days' prior notice to Customer (which may be sent by email). Customer's continued use of the Services after the price change becomes effective constitutes Customer's agreement to pay the changed amount. If Customer believes that Omniga has billed Customer incorrectly, Customer must contact Omniga no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Omniga' customer support department.

C. Omniga may also choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Omniga thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Omniga' net income.

D. To facilitate payment for the Services via bank account, credit card, or debit card, Omniga uses Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal/ssa and Stripe's Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to this Agreement, Customers that use the payment functions of the Services also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. Customer hereby authorizes Stripe to store and continue billing Customer's specified payment method even after such payment method has expired, to avoid interruptions in payment for Customer's use of the Services. Please contact Stripe for more information. Omniga assumes no liability or responsibility for any payments Customer makes through the Services.

A. The Service may host Third Party Content or include links to other websites or applications (each, a "Third Party Service"). We do not control or endorse any Third-Party Content or Third-Party Service. You agree that we are not responsible for the availability, accuracy, or content of any such Third-Party Content or Third Party Service. Your use of and reliance on any Third Party Content or Third Party Service is at your own risk.

Some of the services made available through the Service and Third Party Services may be subject to additional third party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies. It is your responsibility to familiarize yourself with any such applicable third-party terms.

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE OMNIGA ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

• THE SERVICE AND SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE OMNIGA ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD-PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE OMNIGA ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE SERVICE CONTENT. ACCORDINGLY, THE OMNIGA ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE'S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.
• THE OMNIGA ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICE, OR THE SERVICE'S USERS. ACCORDINGLY, THE OMNIGA ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY'S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
• YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
• THE OMNIGA ENTITIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE OMNIGA ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
• THE OMNIGA ENTITIES' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OMNIGA ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO A CONSUMER ALERT POSTED ON ANY OMNIGA BUSINESS PAGES FOR YOUR BUSINESS. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 10 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

A. Customer may not remove or export from the United States or allow the export or re-export of the Services, Platform or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

B. Customer-initiated exports of their clients' data. The export of data shall only be made to third parties that are approved by Omniga. Customers shall be prohibited from transferring any data outside permitted jurisdictions unless compliant with all applicable privacy laws, and approved by Omniga in writing.

C. To the extent that any information obtained by Omniga is "nonpublic personal information" about "consumers" or "customers" as such terms are defined in the Gramm-Leach-Bliley Act ("GLBA") and in regulations issued thereunder (collectively, "Consumer Data"), then in addition to the obligations of Omniga under this Section 10(c), Omniga agrees that it will not disclose or use such Consumer Data provided to it by the user under this Agreement other than to carry out the purpose of this Agreement or in any manner prohibited by the GLBA or the regulations issued thereunder. Omniga further covenants and agrees to maintain appropriate measures designed to meet the objectives of the applicable guidelines establishing information security standards as adopted by any federal regulatory agencies having jurisdiction over Omniga's affairs. These measures include appropriate disposal of Consumer Data, as required, and taking appropriate actions to address incidents of unauthorized access to sensitive Consumer Data, including notification to the user as soon as possible of any such incident. Without limiting the foregoing, each Party represents and warrants that its information security program is designed to: (i) ensure the security and confidentiality of Consumer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of such data; and (iii) protect against unauthorized access to or use of such data that could result in substantial harm or inconvenience to any consumer. As such, the Customer is fully responsible and liable for providing any Customer Data, or Consumer Data to any party, which party may be an ex-US based party.

A. Process; Arbitration.

• If a dispute arises between you and Omniga or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Omniga, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Omniga (including without limitation any claimed employment with Omniga or one of our Affiliates or successors), the termination of your relationship with Omniga, or the Services (each a "Claim" and collectively, "Claims") through binding arbitration on an individual basis in accordance with this Section 11 (sometimes referred to as the "Arbitration Provision").
• Claims that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Provision.
• By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by arbitration. The arbitrator's decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act ("FAA")).

B. Choice of Law. This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

C. Alternative Dispute Resolution. Before serving a demand for arbitration of a Claim, you and Omniga agree to first notify each other of the Claim. You agree to notify Omniga of the Claim by email to hello@omniga.ai and Omniga agrees to provide to you a notice at your email address on file (in each case, a "Notice"). You and Omniga then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Omniga, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and Omniga will have 60 days from the date of the receipt of the Notice to informally resolve the other party's Claim and avoid the need for further action.

D. Binding Arbitration; Class Action/Jury Trial Waiver. This Arbitration Provision applies to all Users located in or who reside in the United States and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Omniga, and our Affiliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator from JAMS, instead of a court or jury.

E. Scope of Arbitration Agreement and Conduct of Arbitration.

• This Arbitration Provision applies to any Claim the parties may have, whether based on past, prevent, or future events, and includes all claims and disputes that arose between the parties before the effective date of this Agreement, and survives after your relationship with Omniga ends. For the avoidance of doubt, Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement and the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
• Except as otherwise provided in this Agreement, arbitration will be conducted in Delaware in accordance with the JAMS Comprehensive Arbitration Rules and Procedures' Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at jamsadr.com or by searching online for "JAMS Comprehensive Arbitration Rules and Procedures," "JAMS Employment Arbitration Rules," or "JAMS Consumer Arbitration Minimum Standards." Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
• You and Omniga will follow the applicable JAMS rules with respect to filing or initial appearance and arbitration fees. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered into the arbitrator's decision in any court having jurisdiction.
• This Arbitration Provision does not apply to claims for workers compensation, state disability insurance, or unemployment insurance benefits.
• Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Omniga will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

F. Interpretation; Enforcement. This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. The arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, breach, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, except as provided by the Class and Collective Waiver section below, the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable, except as set forth in Section 11(G) below.

G. Class and Collective Waiver. Private attorney general representative actions under the Delaware Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Omniga agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding ("Class Action Waiver"). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, validity, or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. You and Omniga agree that you will not be retaliated against as a result of your filing or participating in a class or collective action in any forum. However, Omniga may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

H. Enforcement of this Arbitration Provision. This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

A. You may terminate the Terms at any time by closing your Account, discontinuing any access to or use of the Service, and providing Omniga with a notice of termination here.

B. We may close your Account, suspend your ability to use certain portions of the Service, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Service, Your Content, Service Content, or any other related information.

C. In the event of any termination of these Terms, whether by you or us, Sections 1, 3, 4, 6–12 of the Terms of Service will continue in full force and effect.

A. Entire Agreement. This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.

B. Modifications. We may modify these terms and will provide you with reasonable advance notice of substantial changes. Subject to the conditions set forth herein, Omniga may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Omniga will provide reasonable advance notice of any amendment that includes a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities ("Substantial Change"), by posting the updated Terms of Service on the Site and providing notice on the Site. You understand and agree that your continued access to or use of the Service after the effective date of changes to the Terms represents your acceptance of such changes. If the Substantial Change includes an increase to Fees charged by Omniga, Omniga will provide at least 30 days' advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Omniga unless they are agreed in a written instrument signed by a duly authorized representative of Omniga or posted on the Site by Omniga. Email will not constitute a written instrument as contemplated by this Section 13(B).

C. Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

D. Assignability. You may not transfer any rights you have under our Terms of Service unless we give you approval. These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section. In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to Omniga via email to hello@omniga.ai that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. No other assignments are valid without Omniga's prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.

E. Severability; Interpretation. If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

F. Force Majeure. When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under this Agreement. The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties' reasonable control.

G. Language and Location. The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

H. Site Access Outside of the U.S. Omniga makes no representations that the Site or Services are appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the United States and abroad, including export and import regulations (e.g., the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs maintained by the U.S. Department of the Treasury Office of Foreign Assets Control). You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and your license to use the Services will be immediately revoked.

I. Consent to Electronic Communications. Omniga and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Omniga and its Affiliates rather than in paper form.

J. No Partnership. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Omniga as a result of these Terms or your use of the Service.

K. Headings. The section titles in the Terms are for convenience only and have no legal or contractual effect.