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Terms & Conditions

Omni Software Subscription Agreement

This Software Subscription Agreement (this “Agreement”), effective as of August 15, 2022 (the “Effective Date”), is by and between Omni Analytics, Inc. (“Omni”) and (“Customer”).

Parties hereby agree to the following terms and conditions:

1. Subscription Services; Access and Use

  1. Subscription Services. Subject to the terms and conditions of this Agreement, Omni hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11(f)) right to Use the Subscription Services during the Term, solely for Customer's internal business and subject to the Order Form.
  2. Use Restriction. Customer will not at any time and will not permit any person to indirectly:

    1. use the Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement;
    2. modify or create derivative works of the Subscription Services or Documentation, in whole or in part;
    3. reverse engineer, disassemble, de-compile, decode or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part;
    4. frame, mirror, sell, resell, rent or lease use of the Subscription Services;
    5. use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law;
    6. interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby; or
    7. use the Subscription Services, Documentation or any other Omni Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Subscription Services.
  3. Authorized Users. Customer will only permit Authorized Users to access or use the Subscription Services. Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Subscription Services. Customer will require all Authorized Users to use all reasonable means to secure user names and passwords, hardware and software used to access the Subscription Services in accordance with customary security protocols, and will promptly notify Omni if Customer knows or reasonably suspects that any user name and/or password has been compromised. Each account for the Subscription Services may only be accessed and used by the specific Authorized User for whom such account is create
  4. Third-Party Services. Certain features and functionalities within the Subscription Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Subscription Services. Omni does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Subscription Services or Third-Party Services caused in whole or in part by the Third-Party Services or updates to the Third-Party Service. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Subscription Service
  5. Reservation of Rights. Subject to the limited rights expressly granted in this document, Omni reserves all rights, title and interest in and to the Omni IP. No rights are granted to Customer other than as expressly set forth herein.
  6. Feedback. Customer or Authorized Users may provide certain suggestions and feedback concerning the Subscription Services (“Feedback”) to Omni. If Customer grants such Feedback, Customer hereby grants Omni a perpetual, irrevocable, royalty-free and fully-paid up license to use such Feedback without restrictions

2. Fees and Payment

  1. Fees. Customer will pay Omni the non-refundable fees as set forth in the relevant Order Form without offset or deduction. Omni will issue invoices to Customer pursuant to the terms set forth in the Order Form and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice.
  2. Payments. Payments due to Omni under this Agreement must be made in U.S. dollars by check, wire transfer of immediately available funds to an account designated by Omni or such other payment method mutually agreed by the parties. All payments are non-refundable and neither party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Omni may suspend Subscription Services until all payments are made in full. Customer will reimburse Omni for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any late payments or interest.
  3. Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Omni hereunder, other than any taxes imposed on Omni's income.

3. Confidential Information

  1. Use and Disclosure of Confidential Information. The Recipient will only use the Disclosing Party's Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party's Confidential Information. Notwithstanding any other provision in the Agreement, the Recipient may disclose the Disclosing Party's Confidential Information (a) to its employees, affiliates, agents, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 3 (Confidential Information); (b) with the Disclosing Party's written consent; or (c) as strictly necessary to comply with applicable law, provided the Recipient promptly notifies the Disclosing Party prior to such disclosure unless the Recipient is legally prohibited from doing so. The Recipient will comply with the Disclosing Party's reasonable requests to oppose disclosure of its Confidential Information.
  2. Permitted Use. Without limiting the foregoing, nothing in this Agreement will limit or restrict Omni's ability to use or disclose any general know-how, experience, concepts and/or ideas that Omni or its personnel acquire or obtain in connection with the performance of Omni's obligations hereunder. Further, Omni may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Product Data.
  3. Trade Secret. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

4. Customer Data

  1. Omni acknowledges that, as set forth in Section 4(b), Customer owns and retains all right, title and interest in and to all Customer Data.
  2. Customer hereby grants Omni a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Data solely for the purpose of hosting, operating, improving and providing the Subscription Services, any related professional services and Omni's other related products, services and technologies during the Term.
  3. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Data (including any personal data provided or otherwise collected pursuant to Customer's privacy policy) as contemplated by this Agreement and (ii) Omni's use of the Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.

5. Representations and Warranties

Each party hereby represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party. Omni further warrants that (1) the Subscription Services will operating substantially in accordance with the Documentation; (2) Omni will conduct commercially reasonable and industry standard virus and security scans; and (3) Omni's provision of Subscription Services and related professional services will be in a workmanlike, professional manner

6. Indemnification

7. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SUBSCRIPTION SERVICES, RELATED PROFESSIONAL SERVICES AND OTHER OMNI IP ARE PROVIDED ON AN “AS IS” BASIS, AND OMNI MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE OMNI IP, THE SUBSCRIPTION SERVICES, RELATED PROFESSIONAL SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OMNI HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, OMNI HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SUBSCRIPTION SERVICES OR RELATED PROFESSIONAL SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

8. Limitations of Liability

9. Term and Termination

10. Publicity

Customer hereby agrees that Omni may use Customer's name, trademarks, and logos on Omni's website and in its marketing materials, unless Customer revokes out by sending an email to
marketing-opt-out@exploreomni.com.

11. General

12. Definitions