Master Customer Agreement

Last updated: September 27, 2026

Counsel reviewDraft prepared from the company templates on 27 September 2026. To be reviewed by counsel before it is published or relied on.

This Master Customer Agreement (this “Agreement”) is between Omni Systems, Inc., a Delaware corporation (the “Company”), and the organization or individual identified as the customer in an Order (“Customer”). The Company and Customer are each a “Party” and together the “Parties.”

This Agreement governs Customer’s access to and use of the Omnitep platform and the Company’s related products and services, as described in the Orders placed under it. Accepting this Agreement is a condition of accessing and using the Services.

PLEASE READ THIS AGREEMENT CAREFULLY. You may accept this Agreement by clicking to accept it, signing or submitting an Order that references it, creating an account, or using or paying for the Services. BY DOING ANY OF THESE, YOU:

  • (A) AGREE TO THIS AGREEMENT ON BEHALF OF CUSTOMER, WHICH IS THE ORGANIZATION FOR WHICH YOU USE THE SERVICES OR, IF THERE IS NONE, YOURSELF; AND
  • (B) REPRESENT THAT YOU HAVE AUTHORITY TO BIND CUSTOMER.

IF YOU DO NOT HAVE THAT AUTHORITY, OR IF YOU DO NOT AGREE, DO NOT ACCEPT THIS AGREEMENT OR USE THE SERVICES.

Customer may have a separate written agreement with the Company that covers the Services and is in effect (a “Separate Agreement”). If so, the Separate Agreement governs instead of this Agreement, to the extent it covers the Services.

AUTOMATIC RENEWAL. SUBSCRIPTIONS RENEW AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO THE CURRENT SUBSCRIPTION TERM, AND THE PAYMENT METHOD ON FILE IS CHARGED AT EACH RENEWAL, UNLESS CUSTOMER CANCELS BEFORE THE RENEWAL DATE AS DESCRIBED IN SECTION 9.4. FEES ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY STATED IN SECTION 9.7.

ARBITRATION NOTICE. EXCEPT FOR CERTAIN DISPUTES DESCRIBED IN SECTION 19, DISPUTES UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION. THE PARTIES ARE EACH WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Definitions

“Acceptable Use Policy” or “AUP” means the Company’s Acceptable Use Policy at https://omnitep.io/acceptable-use.html, as updated under Section 20.7.

“Affiliate” means an entity that controls, is controlled by or is under common control with a Party. “Control” means ownership of more than 50% of the voting interests.

“AI Features” means the features of the Services that use artificial intelligence or machine-learning models. Examples include AI assistants, agentic workflows, role-based agents and agents embedded in Customer Applications.

“Client” means a customer of a Partner for which the Partner builds, delivers or operates Customer Applications.

“Company-Provided Model” means an AI model that the Company makes available through the Hosted Services.

“Customer Application” means a software application that Customer, or a Partner acting for Customer, builds with the Services.

“Customer Application Content” means the parts of a Customer Application created by or for Customer, excluding the Omnitep Technology. Examples include models, schemas, screens, workflows, code written in the Omnitep language, configurations, agent configurations, knowledge bases and data.

“Customer Data” means the data, content and materials that Customer, Customer Users or End Users submit to, store in or generate with the Hosted Services. It includes Input, Output and any Customer Application Content hosted in the Hosted Services. It excludes Telemetry.

“Customer-Provided Model” means an AI model that Customer accesses through its own account or credentials with a third-party provider and connects to the Services.

“Customer User” means an employee or individual contractor of Customer, of a Partner acting for Customer or, where Customer is a Partner, of its Client, whom Customer authorizes to use the Services.

“Documentation” means the Company’s user guides, help content and specifications for the Services, as updated from time to time.

“Edition” means the Omnitep edition or plan that Customer purchases, as described in the Order and on the Company’s pricing page. Examples are Free Community, Solo Professional, Product Team, Startup / Cloud / High-load and Custom Solutions.

“End User” means an individual who uses a Customer Application, other than a Customer User acting in that capacity.

“Fees” means all amounts payable under an Order or this Agreement.

“Hosted Services” means the services that the Company hosts and operates for Customer, together with any other hosted service included in an Order. They currently include:

  • the Omnitep IDE;
  • the SDLC Portal;
  • My Account;
  • AI Features that use Company-Provided Models;
  • non-production (development and staging) runtimes.

“Input” means the data, prompts, instructions, files and other content submitted to AI Features.

“My Account” means the Company’s customer portal, currently at https://cabinet.omnitep.com, for managing users, subscriptions, licenses and support.

“Omnitep Technology” means the Hosted Services, the Self-Managed Software, the Documentation and the Training materials, together with all updates to them and all intellectual property rights in them. It also includes all platform components, runtime libraries, templates, skills, snippets, agent templates, tools and other technology that the Company makes available.

“Order” means a document, issued or accepted by the Company, that references or incorporates this Agreement and describes the Services purchased. It may be an ordering document, an online checkout, a subscription selection in My Account, a statement of work or a confirmation email.

“Output” means the content that AI Features generate in response to Input.

“Partner” means a Customer that builds, delivers or operates Customer Applications for Clients, including under the Company’s partner programs.

“Professional Services” means consulting, implementation, pilot support, audits, configuration and other expert services, including the Company’s Expert Services, described in an Order or statement of work.

“Self-Managed Software” means the Omnitep runtime and any other software that the Company provides for installation and operation in environments that Customer, a Partner or a Client controls. It includes production runtimes, license keys and updates.

“Services” means, together, the Hosted Services, the Self-Managed Software, the AI Features, Professional Services, Training and support provided under this Agreement.

“Subscription Term” means the initial subscription period stated in an Order and each renewal period under Section 9.4.

“Telemetry” means technical and usage information generated in connection with the Hosted Services. Examples include logs, performance and error data, feature usage, Usage Unit counts and security events.

“Training” means training courses, workshops, webinars and learning materials, including Omnitep Academy courses.

“Usage Limits” means the limits that apply to the Services, as stated in the Order, the Edition description or the Documentation. Examples are limits on users, projects, runtimes, environments, storage, database size, AI usage and production license tier.

“Usage Units” means the units the Company uses to measure AI usage, as described in My Account.

2. The Services

2.1 Overview

The Company makes the Services available to Customer as described in each Order and in the Documentation. The features available depend on the Edition.

2.2 Hosted and Self-Managed Components

The Company hosts the Hosted Services on Amazon Web Services.

Customer deploys and operates the Self-Managed Software, including production runtimes, in environments that it, its Partner or its Client controls. Examples include its own servers, a private cloud or its own public-cloud accounts.

The Company does not host production deployments of Customer Applications unless an Order expressly includes a hosted production service.

2.3 Orders

Each Order is governed by this Agreement. Customer’s Affiliates may place Orders under this Agreement. For any such Order, the Affiliate is “Customer.”

2.4 Business Use

The Services are intended for business and professional use. Paid Services are offered only to businesses and to individuals acting for their trade, business or profession, and Customer represents that it is not buying them primarily for personal, family or household purposes.

Individuals may use Free Services for learning and evaluation. If an individual uses the Services as a consumer, the mandatory consumer protection laws of the place where they live apply, and nothing in this Agreement limits the rights those laws give them.

3. Hosted Services

3.1 Access Right

Subject to this Agreement, the Usage Limits and payment of the Fees, the Company grants Customer a limited, non-exclusive, non-sublicensable right to access and use the Hosted Services during the Subscription Term. The right is non-transferable, except as Section 20.1 permits.

Customer may use the Hosted Services, in accordance with the Documentation, for its internal business purposes and to build, test and operate Customer Applications. If Customer is a Partner, this includes doing so for its Clients.

3.2 Access Credentials; Customer Users

Customer and its Customer Users may access the Hosted Services only through the mechanisms the Company designates (“Access Credentials”). These include usernames and passwords, single sign-on and access tokens.

Customer will:

  • make sure that each Customer User keeps their Access Credentials confidential and does not share them;
  • promptly notify the Company if it becomes aware of any compromise of Access Credentials.

Customer is responsible for all activity through its accounts and Access Credentials, except misuse caused by the Company’s breach of this Agreement. Customer is also responsible for the acts and omissions of Customer Users as if they were its own.

The Company may process Access Credentials to provide and secure the Services.

3.3 Updates

The Company may update the Hosted Services from time to time. Some updates may affect how Customer Applications or integrations work. If the Company believes a change to an interface that Customer’s integrations use, such as an API or MCP tool, will materially and adversely affect those integrations, it will use commercially reasonable efforts to give advance notice.

3.4 Hosting Locations

The Hosted Services run in Amazon Web Services regions in the United States and the European Union. Customer Data is stored in the region or regions indicated in My Account, the Order or the Documentation. The Company’s personnel and subcontractors who support the Hosted Services are located in the United States and the European Union.

3.5 Non-Production Runtimes

Runtimes included in the Hosted Services are provided for development, testing and staging. They are subject to storage, database and scaling limits.

Customer will not use them:

  • for production workloads; or
  • to store End Users’ production data.

They are not designed to serve as a system of record, so Customer is responsible for keeping copies of any data it needs.

3.6 Support

The Company provides support for the Hosted Services and the Self-Managed Software as described for Customer’s Edition:

  • Paid Editions: through support cases in My Account, or by email to .
  • Free Community edition: through community resources.

Unless an Order includes a service level commitment, the Company does not commit to specific availability or response times.

The Company will use reasonable efforts to schedule planned maintenance of the Hosted Services outside normal business hours and to give notice of it.

4. Self-Managed Software

4.1 License

Subject to this Agreement and payment of the Fees, the Company grants Customer a limited, non-exclusive license during the Subscription Term to install and run the Self-Managed Software in object-code form, solely to operate Customer Applications. The license is non-transferable, except as Section 20.1 permits, and non-sublicensable, except as Section 5 permits.

The Order sets the number and type of deployments allowed and the license tier. Tiers include development, staging and production, together with any production tier restrictions of the Edition.

Customer may make a reasonable number of copies for backup, disaster recovery and testing. A backup or disaster-recovery copy may not run production workloads at the same time as the primary deployment, except during a failover.

4.2 Offline Operation; License Keys

The Self-Managed Software uses license keys. It can operate without connecting to the Company’s systems, including in air-gapped environments.

Production runtimes can run fully offline and send no data to the Company. Data reaches the Company only if Customer connects a deployment to the Hosted Services, for example to deploy or monitor it from the SDLC Portal.

Customer will not alter or circumvent license keys. Customer will share them only with its Clients and contractors, as needed to deploy Customer Applications under Section 5 and under terms that meet Section 5.4.

4.3 License Compliance

Customer will keep accurate records of its deployments of the Self-Managed Software.

On the Company’s written request, no more than once in any twelve-month period, Customer will certify in writing its deployments and its compliance with the license.

The Company may also verify compliance, at its own expense and on thirty (30) days’ notice, through an independent auditor bound by confidentiality obligations. A verification may take place no more than once in any twelve-month period.

If Customer’s use exceeds its license, Customer will pay the Company’s then-current Fees for the excess from the date the excess began. If the underpayment exceeds 5% of the Fees due for the period verified, Customer will also reimburse the reasonable cost of the verification.

4.4 Customer’s Environment

Customer is responsible for obtaining, operating, securing, backing up and maintaining the infrastructure, operating systems, databases and third-party software on which it runs the Self-Managed Software. Customer is also responsible for installing updates.

The Company is not responsible for Customer’s environment or for the data in it.

4.5 Updates and Supported Versions

During the Subscription Term, Customer may receive the updates to the Self-Managed Software that the Company makes generally available for Customer’s Edition. The Company supports the versions described in the Documentation.

5. Customer Applications, White Label and Partners

5.1 Building Customer Applications

Customer may use the Services to build, test, deploy and operate Customer Applications. Customer Applications incorporate or depend on Omnitep Technology, including the runtime. They may be operated only with a valid runtime license under this Agreement.

5.2 Distribution to End Users and Clients

Customer may make Customer Applications available to its End Users. If Customer is a Partner, it may also deliver them to its Clients.

The Company grants Customer the right to sublicense the runtime components embedded in a Customer Application, solely as part of that Customer Application. This right applies only while each deployment is covered by a valid runtime license and Customer complies with Section 5.4.

5.3 White Label

If Customer’s Edition includes white label, Customer may remove or replace Omnitep branding in the end-user interfaces of Customer Applications and deliver them under its own brand.

White label does not transfer any ownership of the Omnitep Technology. Customer will not:

  • remove the proprietary notices embedded in the Self-Managed Software files or the Documentation; or
  • claim ownership of the Omnitep Technology.

5.4 Flow-Down Terms

Customer may provide a Customer Application or Self-Managed Software to others, including Clients. If it does, Customer will make sure that each recipient is bound by written terms that:

  • (a) protect the Omnitep Technology at least as much as this Agreement does. This includes prohibiting reverse engineering, redistribution of the Omnitep Technology separately from the Customer Application, and circumvention of license keys;
  • (b) to the extent permitted by law, disclaim any warranty or liability of the Company; and
  • (c) permit use only while a valid runtime license is in effect.

Customer is responsible for its Clients’ and End Users’ compliance with those terms. Customer is also responsible for its own warranties, support commitments and representations to them.

The Company has no obligations to Clients or End Users unless it agrees otherwise in writing.

5.5 Partner Programs

Partner program terms are set out in a separate partner agreement or in program terms. These cover matters such as discounts, revenue sharing, program benefits, referrals and co-marketing.

Unless otherwise agreed in writing, a Partner provides first-line support to its Clients.

5.6 Purchases Through a Partner

If Customer buys the Services through a Partner:

  • the price and payment terms are agreed between Customer and the Partner;
  • this Agreement governs Customer’s use of the Services;
  • the Company may suspend the Services under Section 12 if it does not receive payment from the Partner;
  • the Company is not responsible for the Partner’s own products, services or commitments.

6. AI Features

6.1 Model Options

AI Features may use Company-Provided Models or Customer-Provided Models, as available for Customer’s Edition.

The Company may add, change or retire Company-Provided Models. Where practicable, it will give notice before retiring a model that Customer uses.

6.2 Company-Provided Models

The Company provides Company-Provided Models through third-party infrastructure, currently Amazon Bedrock. Company-Provided Models are invoked only in Amazon Web Services regions, or cross-region inference profiles, in the United States or the European Union. Use of Company-Provided Models is measured in Usage Units and billed under Section 9.

To confirmConfirm with your engineers that Bedrock calls use only US or EU regions, or US/EU cross-region inference profiles, and never global routing.

6.3 Customer-Provided Models

If Customer connects a Customer-Provided Model:

  • (a) Customer is responsible for its agreement with the provider and for all fees the provider charges;
  • (b) Customer authorizes the Company to send Input to the provider, and receive Output from it, on Customer’s behalf; and
  • (c) the provider is a Third-Party Platform under Section 11.4.

The Company may charge platform fees for AI Features used with Customer-Provided Models, as stated in the Order or on the Company’s pricing page.

6.4 Output

As between the Parties, and to the extent permitted by law, Customer owns the Output. The Company assigns to Customer any rights it has in the Output.

This assignment does not cover Omnitep Technology that appears in or is referenced by Output. Customer may use that Omnitep Technology as part of Customer Applications under this Agreement.

Because of the nature of AI, Output may not be unique, and other users may receive similar Output.

6.5 Human Review

AI Features can produce inaccurate, incomplete or inappropriate Output.

Before relying on Output, deploying it or using it in production, Customer is responsible for evaluating it. This includes generated models, schemas, code, test cases, documents and agent actions. Customer is also responsible for the decisions made using Output.

Customer is responsible for configuring review and approval (human-in-the-loop) controls appropriate to its use.

6.6 Agents

AI agents in the Services are designed to act within the permissions and approvals that Customer configures, and on behalf of the user who assigns or calls them.

Agent memory, playbooks and knowledge bases that Customer creates are controlled by Customer through the settings described in the Documentation. They are:

  • Customer Data, when they are in the Hosted Services; or
  • Customer Application Content, when they are in Customer Applications on Customer’s infrastructure.

Customer will not configure agents to make decisions that produce legal or similarly significant effects on individuals without meaningful human review.

6.7 No Training

The Company will not use Customer Data, including Input and Output, to train or fine-tune any artificial intelligence or machine-learning model.

The Company will make Company-Provided Models available only through providers whose terms do not permit them to use Customer Data to train their models.

6.8 AI Usage Limits

AI usage is subject to the Usage Limits.

The Company may throttle or suspend AI Features used in excess of the Usage Limits, or used in a way that threatens the stability of the Services.

Customer is responsible for all AI usage under its account, including usage by the agents and automations it configures.

7. Free and Trial Services

7.1 Free Services

The Company may offer Services free of charge or for a limited trial (“Free Services”). Examples are the Free Community edition, trials, and preview, beta or early-access features, whether or not an Edition includes them. Free Services are subject to this Agreement and to any additional terms the Company provides for them.

7.2 Limits

Free Services may not be used in production unless the Company states otherwise in writing. The Free Community edition includes no production license.

The Company may change, limit, suspend or end Free Services at any time, with or without notice.

7.3 End of a Trial

When a trial ends, Customer’s access ends unless Customer purchases a subscription. When a trial ends, or a Free Services account is closed or ended, the Company may delete the Customer Data in that account thirty (30) days later. It will delete that data within a reasonable time after that, subject to the exceptions in Section 8.6.

7.4 No Warranty; Limited Liability

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, FREE SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY, INDEMNITY, SUPPORT OR SERVICE COMMITMENT. THE COMPANY’S TOTAL LIABILITY FOR FREE SERVICES IS LIMITED TO ONE HUNDRED US DOLLARS (US$100). This Section 7.4 does not limit the Company’s obligations under Section 18 or the DPA.

8. Customer Data

8.1 Ownership

As between the Parties, Customer retains all rights in Customer Data and Customer Application Content.

8.2 The Company’s Use of Customer Data

Customer grants the Company a non-exclusive, worldwide, royalty-free right to host, copy, store, transmit, display, modify and otherwise process Customer Data. The right lasts for the Subscription Term and for any period needed afterwards under Sections 8.6 and 14, and applies only:

  • (a) to provide, secure, maintain and support the Services;
  • (b) to calculate and bill Fees;
  • (c) to prevent fraud and abuse and to enforce this Agreement; and
  • (d) as required by law.

The Company may disclose Customer Data to its subcontractors and service providers for these purposes, subject to Section 20.10 and the DPA.

8.3 Telemetry and Aggregated Data

The Company may collect and use Telemetry to operate, secure, support, bill for, analyze and improve the Services and its other products. Telemetry does not include the content of Customer Data.

The Company will not disclose Telemetry to third parties in a form that identifies Customer or any individual, except to its service providers or as required by law.

The Company may create and use aggregated or de-identified data that does not identify Customer or any individual, for any lawful purpose. However, the Company will not use the content of Customer Data, even if aggregated or de-identified, to train or fine-tune AI or machine-learning models.

8.4 Security

The Company maintains reasonable administrative, technical and physical safeguards designed to protect Customer Data in the Hosted Services, as described in the DPA.

Customer is responsible for securing:

  • its own environments;
  • the Self-Managed Software deployments it operates;
  • Customer Applications;
  • its users’ access.

8.5 Data Processing Addendum

The Company’s Data Processing Addendum (the “DPA”) applies to personal data in Customer Data and forms part of this Agreement.

8.6 Export and Deletion

During the Subscription Term, Customer may export Customer Data using the features of the Services.

For thirty (30) days after this Agreement or the applicable subscription ends, the Company will make Customer Data available for export on request. This does not apply to Free Services, which are covered by Section 7.3.

After that period, the Company will delete Customer Data in the Hosted Services within a reasonable time, except:

  • copies it must keep by law; and
  • copies in routine backups, which are deleted in the normal backup cycle and remain subject to Section 18 until deleted.

Customer is responsible for keeping its own copies of the Customer Data it needs, including Customer Application Content.

8.7 Regulated Data

Customer will not submit any of the following to the Hosted Services unless the Company has agreed in writing to additional terms for that data:

  • (a) protected health information under the Health Insurance Portability and Accountability Act;
  • (b) payment card data subject to the Payment Card Industry Data Security Standard;
  • (c) information controlled under the International Traffic in Arms Regulations, or classified information; or
  • (d) special categories of personal data under the EU or UK General Data Protection Regulation, or similar sensitive data under other laws.

8.8 Switching (EU Data Act)

Where Regulation (EU) 2023/2854 (the “EU Data Act”) applies to the Hosted Services provided to Customer, the Company will support Customer in switching to another provider, or to its own infrastructure, as that regulation requires. In particular:

  • (a) Customer may start switching by giving notice of up to two (2) months;
  • (b) a transition period of up to thirty (30) days follows, which the Company may extend where the law allows;
  • (c) Customer may retrieve its exportable data for at least thirty (30) days after the transition period. The Documentation describes the data and digital assets that can be exported; and
  • (d) any switching charges will not exceed what the EU Data Act permits.

Once switching is complete, the Company will delete Customer Data under Section 8.6.

9. Fees, Billing and Renewal

9.1 Fees

Customer will pay the Fees set out in the Order. For usage-based items, Customer will pay at the rates shown in My Account or the Order. Unless an Order states otherwise, Fees are in US dollars.

9.2 Billing

  • Subscription Fees are billed in advance for each monthly or annual billing period.
  • Usage-based Fees, including AI usage measured in Usage Units and use above the Usage Limits, are billed in arrears at the end of each billing period.
  • Professional Services and Training Fees are billed as stated in the Order.

9.3 Payment

Customer authorizes the Company and its payment processor, Stripe, to charge the payment method on file for all Fees when due, including recurring charges.

If the Company agrees to invoice Customer, invoices are due within thirty (30) days of the invoice date.

Customer will keep its billing information current.

9.4 Automatic Renewal and Cancellation

Each subscription renews automatically at the end of its Subscription Term for a period equal to the expiring term, unless Customer cancels it before the renewal date. Customer can cancel in My Account or by written notice to the Company.

Cancellation takes effect at the end of the then-current Subscription Term. Customer keeps access until then.

For annual subscriptions, the Company will send Customer a reminder between thirty (30) and forty-five (45) days before the renewal date.

9.5 Price Changes

The Company may change the Fees for a renewal by giving notice at least thirty (30) days before the renewal date. The change applies from the next Subscription Term.

The Company may change the rates for usage-based Fees by giving thirty (30) days’ notice.

9.6 Upgrades and Downgrades

Customer may upgrade its Edition or add capacity at any time. The Company charges the prorated difference for the rest of the current billing period.

Downgrades take effect at the next renewal. A downgrade may reduce features, capacity or Usage Limits, which can make some Customer Data or Customer Applications unavailable.

9.7 No Refunds

All Fees are non-cancellable and non-refundable, including for partial billing periods and unused capacity. The only exceptions are refunds expressly provided for in:

  • Section 13.2 (Service Warranty);
  • Section 13.3 (Professional Services Warranty);
  • Section 14.3 (Discontinuation);
  • Section 17.4 (Mitigation);
  • Section 3.2 of the DPA.

9.8 Late Payment

Overdue amounts accrue a late charge of 1.5% per month, or the maximum rate permitted by law if that is less.

Customer will reimburse the Company’s reasonable costs of collecting overdue amounts, including attorneys’ fees.

If any amount is thirty (30) or more days overdue, the Company may suspend the Services under Section 12.

9.9 Taxes

Fees exclude taxes. Customer is responsible for all sales, use, value-added, goods and services, withholding and similar taxes, other than taxes on the Company’s net income.

If the Company must collect taxes, it will add them to the invoice.

If Customer must withhold tax, it will increase its payment so that the Company receives the full amount invoiced.

9.10 Billing Disputes

Customer must notify the Company of any disputed charge within sixty (60) days after the charge. Otherwise, the charge is final.

10. Professional Services and Training

10.1 Statements of Work

The Company will perform the Professional Services described in an Order or statement of work (an “SOW”). Changes to scope, schedule or fees require a written change order signed by both Parties.

10.2 Customer Cooperation

Customer will provide timely access to the personnel, information, systems and decisions reasonably needed for the Professional Services. The Company is not responsible for delays caused by Customer.

If Customer gives the Company access to its systems or data, it authorizes that access for the purposes of the Professional Services. The Company will follow Customer’s reasonable security policies that Customer provides in advance.

10.3 Deliverables

Once Customer has paid in full, Customer owns the deliverables created specifically for it under an SOW.

Ownership does not extend to the Omnitep Technology or to “Company Materials,” which are the Company’s pre-existing or generally applicable know-how, tools, templates and components. Where Company Materials are incorporated into deliverables, the Company grants Customer a non-exclusive license to use them as part of those deliverables under this Agreement.

The Company may reuse its general know-how and skills.

10.4 Acceptance

Unless the SOW states otherwise, deliverables are deemed accepted ten (10) business days after delivery, unless Customer has notified the Company in writing of a material nonconformity with the SOW within that period. In that case, the Company will correct the nonconformity and redeliver.

10.5 Expenses

Customer will reimburse reasonable travel and out-of-pocket expenses that it has approved in advance.

10.6 Training

The Company provides Training as described in the Order or course listing.

  • Rescheduling by Customer. Customer may reschedule an instructor-led session by giving at least ten (10) business days’ notice. Sessions rescheduled or cancelled with less notice, and no-shows, are charged in full. Fees for cancelled sessions are not refunded (Section 9.7).
  • Rescheduling by the Company. The Company may reschedule or cancel a session. If it does, it will offer a new date or a credit toward other Training, valid for twelve (12) months.
  • Materials. Training materials are licensed to participants for their internal use only. Sessions may not be recorded, and materials may not be redistributed, without the Company’s permission.
  • No certification. Completing Training does not create any certification unless the Company expressly states otherwise in writing.

10.7 Non-Solicitation

During the term of an SOW and for twelve (12) months afterwards, Customer will not solicit for employment any Company employee or contractor who performed the Professional Services. General solicitations not targeted at those individuals are allowed.

11. Customer Responsibilities and Restrictions

11.1 Customer Obligations

Customer is responsible for Customer Data, for Customer Applications and for its use of the Services. Customer will comply with applicable laws and the AUP.

Customer represents that it has made all disclosures, provided all notices and obtained all rights, consents and permissions needed for the Company to process Customer Data as this Agreement contemplates. Customer also represents that it will maintain them.

11.2 Regulatory Suitability

Customer is responsible for determining whether the Services and Customer Applications meet its legal, regulatory, security and industry requirements.

The Services include security and compliance mechanisms that can help Customer meet such requirements. However, the Company does not represent that the Services or Customer Applications comply with, or are certified under, any particular standard or framework.

11.3 Customer Applications

Customer is solely responsible for Customer Applications, including:

  • their design, testing, deployment, operation, security and support;
  • their compliance with law;
  • End Users’ use of them.

11.4 Third-Party Platforms

“Third-Party Platforms” are products and services that the Company does not provide and that Customer uses with the Services. Examples include:

  • Customer-Provided Models;
  • AI coding tools such as Claude Code and Codex;
  • MCP servers and tools provided by third parties;
  • public-cloud accounts connected to the Services;
  • single sign-on providers.

Customer’s use of Third-Party Platforms is governed by its agreements with their providers. The Company does not control Third-Party Platforms and is not responsible for them, including their security, availability or operation.

By enabling a Third-Party Platform, Customer authorizes the Company to exchange Customer Data with it on Customer’s behalf.

If Customer gives the Services credentials to its cloud accounts, Customer is responsible for the permissions it grants and for the charges incurred in those accounts.

11.5 Open-Source Components

The Omnitep Technology may include open-source components. These are subject to their own licenses, which apply to those components and prevail to the extent the licenses require.

11.6 Restrictions

Customer will not do, attempt or permit any of the following:

  • (a) sell, resell, lease, sublicense, distribute or otherwise make the Omnitep Technology available to third parties on a standalone basis, or offer it to third parties as a development platform service, except as Customer Applications under Section 5;
  • (b) use the Services or Output to perform model distillation, or to develop, train or improve a competing low-code, application-development or AI-development product or service;
  • (c) reverse engineer, decompile or disassemble the Omnitep Technology, or attempt to derive its source code, except to the extent applicable law expressly permits this despite this restriction;
  • (d) modify or create derivative works of the Omnitep Technology, except Customer Applications built as the Documentation permits;
  • (e) remove or obscure proprietary notices, except as Section 5.3 permits;
  • (f) bypass, disable or circumvent license keys, Usage Limits, access controls or other protection mechanisms;
  • (g) probe, scan or test the vulnerability of the Hosted Services, or perform penetration tests on them, without the Company’s prior written consent. Customer may test its own deployments of the Self-Managed Software and Customer Applications in its own environments;
  • (h) transmit viruses, malware or other harmful code to or through the Services;
  • (i) interfere with the operation of the Services or with other customers’ use of them;
  • (j) exceed the Usage Limits, except where the Order or the Documentation allows additional usage for additional Fees;
  • (k) access the Services to monitor their availability, performance or functionality for competitive purposes; or
  • (l) use the Services in violation of the AUP or any law.

11.7 Security Reports

Customer will promptly notify the Company of any unauthorized use of its accounts, and of any security vulnerability it discovers in the Services, by email to .

12. Suspension

The Company may suspend Customer’s access to any or all of the Services immediately if:

  • (a) Customer breaches Section 3.2, 11.1 or 11.6, or the AUP;
  • (b) any amount due is thirty (30) or more days overdue, including where a Partner fails to pay (Section 5.6);
  • (c) a law or government authority requires the suspension; or
  • (d) Customer’s use risks harm to other customers, or to the security, availability or integrity of the Services or the Company’s systems.

Where practicable, the Company will give Customer notice before suspending, and email is sufficient notice. The Company will restore access once the issue is resolved.

Fees continue to accrue during a suspension caused by Customer.

13. Warranties and Disclaimers

13.1 Mutual Warranties

Each Party represents that it has full power and authority to enter into this Agreement.

13.2 Service Warranty

The Company warrants that, during the Subscription Term, the Hosted Services and the Self-Managed Software will perform materially as described in the Documentation.

The warranty does not apply to:

  • (a) Free Services;
  • (b) issues caused by misuse, or by use other than in accordance with the Documentation;
  • (c) Third-Party Platforms, Customer’s environment, or other hardware or software not provided by the Company;
  • (d) modifications not made by the Company; or
  • (e) versions of the Self-Managed Software that are no longer supported.

If the Company breaches this warranty, Customer must give it a reasonably detailed written notice within thirty (30) days after discovering the breach. The Company will then use reasonable efforts to correct the nonconformity.

If the Company cannot correct it within thirty (30) days after receiving the notice, either Party may terminate the affected subscription. The Company will then refund the prepaid Fees for the unused portion of the Subscription Term.

This Section 13.2 is Customer’s exclusive remedy, and the Company’s entire liability, for breach of this warranty.

13.3 Professional Services Warranty

The Company warrants that it will perform Professional Services in a professional and workmanlike manner.

If Customer notifies the Company of a breach of this warranty within thirty (30) days after performance, the Company will re-perform the nonconforming services. If it cannot, it will refund the Fees paid for them.

This Section 13.3 is Customer’s exclusive remedy, and the Company’s entire liability, for breach of this warranty.

13.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13, SECTION 8.4 AND THE DPA, THE SERVICES, OUTPUT, DOCUMENTATION AND ALL OTHER OMNITEP TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT THAT:

  • THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE;
  • IT WILL REVIEW CUSTOMER DATA FOR ACCURACY;
  • IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS; OR
  • CUSTOMER APPLICATIONS WILL MEET CUSTOMER’S REQUIREMENTS, BE FREE OF ERRORS OR COMPLY WITH ANY LAW, STANDARD OR CERTIFICATION.

THE COMPANY IS NOT LIABLE FOR DELAYS, FAILURES, OUTAGES OR OTHER PROBLEMS THAT ARE INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, OR THAT ARE CAUSED BY SYSTEMS OUTSIDE ITS CONTROL.

CUSTOMER ACKNOWLEDGES THAT:

  • (I) AI FEATURES MAY PRODUCE INACCURATE OR ERRONEOUS OUTPUT;
  • (II) CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY EVALUATING OUTPUT; AND
  • (III) OUTPUT MAY NOT BE UNIQUE. OTHER USERS MAY RECEIVE SIMILAR OR IDENTICAL OUTPUT, WHICH IS NOT CUSTOMER’S OUTPUT UNDER THIS AGREEMENT.

CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

14. Term and Termination

14.1 Term

This Agreement starts when Customer first accepts it, or on the start date in the first Order if that is earlier. It continues until all Orders under it have expired or been terminated.

14.2 Termination for Cause

Either Party may terminate this Agreement or an affected Order if the other Party:

  • (a) fails to cure a material breach within thirty (30) days after written notice, or within ten (10) days in the case of non-payment; or
  • (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership or similar proceedings that are not dismissed within sixty (60) days.

The Company may also terminate immediately on notice if Customer breaches Section 11.6 or the AUP in a way that risks harm to the Services or to others.

14.3 Discontinuation

The Company may discontinue an Edition or a Service by giving at least ninety (90) days’ notice.

If the discontinuation takes effect during a prepaid Subscription Term and the Company does not offer substantially similar functionality, the Company will refund the prepaid Fees for the unused portion of that term.

14.4 Effect of Termination

When this Agreement or a subscription expires or is terminated:

  • (a) the rights granted to Customer for the affected Services end, subject to Section 14.5;
  • (b) Customer will stop using the affected Hosted Services;
  • (c) Customer will pay all Fees accrued through the end date. If the Company terminates for Customer’s breach, all Fees for the remainder of the then-current Subscription Term become due immediately; and
  • (d) Section 8.6 applies to Customer Data.

14.5 Transition Period

If this Agreement or a subscription ends for any reason other than Customer’s breach or non-payment, Customer may continue to run its existing production deployments of the Self-Managed Software for thirty (30) days after the end date. This use is solely to transition away from the Self-Managed Software and remains subject to this Agreement.

After the transition period, or immediately if there is none, Customer will:

  • stop using the Self-Managed Software;
  • uninstall it;
  • destroy its license keys; and
  • on request, certify in writing that it has done so.

14.6 Survival

The following Sections survive expiration or termination of this Agreement:

  • 1 (Definitions);
  • 4.3 (License Compliance);
  • 5.4 (Flow-Down Terms);
  • 6.4 (Output);
  • 6.7 (No Training);
  • 7.4 (No Warranty; Limited Liability);
  • 8.3 (Telemetry and Aggregated Data);
  • 8.6 (Export and Deletion);
  • 9 (Fees, Billing and Renewal), as to amounts owed;
  • 10.3 (Deliverables) and 10.7 (Non-Solicitation);
  • 11.6 (Restrictions);
  • 13.4 (Disclaimer);
  • 14.4 through 14.6;
  • 15 through 20.

Except where this Agreement provides an exclusive remedy, exercising a remedy, including termination, does not limit a Party’s other remedies.

15. Ownership and Feedback

The Company and its licensors retain all rights in the Omnitep Technology and in the Company’s processes, methods and ideas, except for the limited rights expressly granted in this Agreement.

Customer retains all rights in Customer Data and Customer Application Content.

Neither Party grants the other any rights not expressly set out in this Agreement.

If Customer provides feedback, bug reports or suggestions about the Services or other Company technology, the Company may use them without restriction or obligation.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

EXCEPT FOR EXCLUDED CLAIMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING:

  • LOSS OF USE;
  • LOST DATA;
  • LOST PROFITS;
  • FAILURE OF SECURITY MECHANISMS;
  • INTERRUPTION OF BUSINESS;
  • ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND.

THIS APPLIES EVEN IF THE PARTY WAS INFORMED OF THEIR POSSIBILITY IN ADVANCE.

16.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED, IN AGGREGATE, THE GREATER OF:

  • (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY; AND
  • (B) ONE THOUSAND US DOLLARS (US$1,000).

FOR FREE SERVICES, SECTION 7.4 APPLIES INSTEAD.

16.3 Excluded Claims

“EXCLUDED CLAIMS” MEANS:

  • (A) CUSTOMER’S OBLIGATION TO PAY FEES;
  • (B) CUSTOMER’S BREACH OF SECTION 3.2, 4.1, 4.2, 4.3, 5.4 OR 11.6, OR OF THE AUP AS IN EFFECT WHEN THE CONDUCT OCCURRED; AND
  • (C) A PARTY’S OBLIGATIONS UNDER SECTION 17 (INDEMNIFICATION).

16.4 Nature of Claims

The exclusions and limitations in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise. They apply even if any limited remedy in this Agreement fails of its essential purpose.

17. Indemnification

17.1 By the Company

The Company will defend Customer against any third-party claim alleging that the Services, as delivered by the Company, infringe or misappropriate a third party’s United States patent, copyright, trademark or trade secret.

The Company will also indemnify Customer against the damages and costs, including reasonable attorneys’ fees, that are finally awarded against Customer on such a claim or that the Company agrees to in a settlement.

17.2 By Customer

Customer will defend the Company against any third-party claim to the extent the claim arises out of or relates to:

  • (a) Customer Data or Customer Application Content;
  • (b) Customer Applications, unless the claim results from the Company’s breach of this Agreement;
  • (c) a Third-Party Platform that Customer uses;
  • (d) facts that, if true, would be a breach by Customer of Section 3.2, 8.7, 11.1 or 11.6, or of the AUP as in effect when the conduct occurred; or
  • (e) Customer’s products, services, warranties or commitments to its Clients or End Users, except to the extent the claim results from the Company’s breach of this Agreement.

Customer will also indemnify the Company against the damages and costs, including reasonable attorneys’ fees, that are finally awarded against the Company on such a claim or that Customer agrees to in a settlement.

17.3 Procedures

The indemnifying Party’s obligations under this Section 17 depend on it receiving:

  • (a) prompt written notice of the claim;
  • (b) the exclusive right to control and direct the investigation, defense and settlement of the claim; and
  • (c) all reasonably necessary cooperation from the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs.

The indemnifying Party may not settle a claim without the indemnified Party’s prior consent if the settlement would require the indemnified Party to admit fault or to take or refrain from any action. This consent is not needed where, with the Company as the indemnifying Party, the action concerns use of the Services.

The indemnified Party may participate in the defense with its own counsel at its own expense.

17.4 Mitigation

The Company may act if there is an actual or potential infringement or misappropriation claim, if a settlement or injunction requires it, or if the Company determines it is necessary to avoid material liability. In that case, the Company may, at its option:

  • (a) procure the right for Customer to continue using the Services;
  • (b) replace or modify the affected part of the Services so that it no longer infringes, without reducing the overall functionality of the Services; or
  • (c) terminate the affected Order and refund the prepaid Fees for the unused portion of the Subscription Term.

17.5 Exceptions

The Company’s obligations under this Section 17 do not apply to claims arising from:

  • (a) use of the Services in combination with items not provided by the Company, including Third-Party Platforms;
  • (b) unauthorized use of the Services, or use that does not conform to this Agreement;
  • (c) the fault, negligence, misconduct or violation of law or third-party rights of Customer or its Affiliates, personnel or contractors;
  • (d) Output, Customer Data or Customer Application Content;
  • (e) open-source components;
  • (f) Free Services; or
  • (g) use of a version of the Self-Managed Software for which the Company had made available an update that would have avoided the claim.

They also do not apply if Customer settles or makes admissions about a claim without the Company’s prior consent.

17.6 Exclusive Remedy

THIS SECTION 17 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY, AND THE COMPANY’S ENTIRE LIABILITY, FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

18. Confidentiality

18.1 Definition

“Confidential Information” means information that one Party (the “Discloser”) discloses to the other (the “Recipient”) under this Agreement, and that either:

  • is designated as confidential or proprietary; or
  • should reasonably be understood to be confidential because of its nature and the circumstances of its disclosure.

Customer Data is Customer’s Confidential Information.

The Company’s Confidential Information includes:

  • the non-public parts of the Omnitep Technology and Documentation;
  • Access Credentials and license keys;
  • non-public pricing and discounts;
  • the negotiated terms of any Order.

18.2 Obligations

As Recipient, each Party will:

  • (a) hold Confidential Information in confidence and not disclose it to third parties, except as this Agreement permits (including under Section 8.2); and
  • (b) use Confidential Information only to perform its obligations and exercise its rights under this Agreement.

The Recipient may disclose Confidential Information to its employees, agents, contractors and other representatives who have a legitimate need to know it. Where the Company is the Recipient, this includes its subcontractors under Section 20.10. Customer may also share license keys with its Clients under Section 4.2. The Recipient remains responsible for their compliance with this Section 18, and they must be bound by confidentiality obligations at least as protective as this Section 18.

18.3 Exclusions

These obligations do not apply to information that the Recipient can document:

  • (a) is or becomes public knowledge through no fault of the Recipient;
  • (b) it rightfully knew or possessed before receiving it under this Agreement;
  • (c) it rightfully received from a third party without breach of any confidentiality obligation; or
  • (d) it developed independently, without using Confidential Information.

18.4 Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief for an actual or threatened breach of this Section 18, in addition to its other remedies.

18.5 Required Disclosures

Either Party may disclose Confidential Information, including Customer Data, if required by law, subpoena or court order. Where the law permits, it will notify the other Party in advance and cooperate in any effort to obtain confidential treatment.

19. Dispute Resolution and Arbitration

19.1 Informal Resolution First

Before starting an arbitration or court proceeding, a Party must send the other a written notice of the dispute (a “Notice of Dispute”). The Notice of Dispute must:

  • (a) identify the Party making the claim, and its account, if any;
  • (b) describe the nature and basis of the claim; and
  • (c) state the specific relief sought.

Notices of Dispute to the Company must be sent to the address in Section 20.5, with a copy by email to .

The Parties will make good-faith efforts to resolve the dispute. If they do not resolve it within thirty (30) days after the Notice of Dispute is received, either Party may begin arbitration. This Section 19.1 does not apply to actions under Section 19.3(c) or 19.3(d).

19.2 Agreement to Arbitrate

Except as Section 19.3 provides, the Parties agree that every dispute arising out of or relating to the following will be resolved by binding, individual arbitration and not in court:

  • this Agreement;
  • the Services;
  • communications between the Parties.

This agreement to arbitrate covers all claims, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether a claim arises during or after the term of this Agreement.

The arbitrator decides all disputes about the interpretation, applicability, scope or enforceability of this arbitration agreement, except that a court decides disputes about the enforceability of Section 19.7.

THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

19.3 Exceptions

Nothing in this Agreement prevents either Party from:

  • (a) bringing an individual action in small claims court;
  • (b) pursuing an enforcement action through the applicable federal, state or local agency, where available;
  • (c) seeking injunctive or other equitable relief in court to protect its intellectual property rights or Confidential Information;
  • (d) seeking injunctive relief in court in aid of arbitration; or
  • (e) bringing an action in court to collect Fees that are past due.

19.4 Rules and Administrator

The Federal Arbitration Act governs this Section 19. JAMS will administer the arbitration under the following rules, each as modified by this Section 19 (together, the “JAMS Rules”):

  • the JAMS Comprehensive Arbitration Rules and Procedures, or, where they apply under their own terms, the JAMS Streamlined Arbitration Rules and Procedures; and
  • the JAMS Consumer Arbitration Minimum Standards, where they apply.

If Customer is located outside the United States, the JAMS International Arbitration Rules apply instead. The JAMS Rules are available at www.jamsadr.com. They govern the payment of arbitration fees.

19.5 Seat, Hearings and Confidentiality

The seat of arbitration is Springfield, Illinois. The arbitration will be conducted in English by a single arbitrator. Hearings will be held by video conference, or in person in Sangamon County, Illinois, unless the Parties agree otherwise. If Customer is an individual acting as a consumer, any in-person hearing will take place in the county where Customer lives.

The Parties will keep the arbitration, and any award, confidential, except as needed to enforce the award or as required by law.

19.6 Relief and Award

The arbitrator may award any individual relief that would be available in a court of competent jurisdiction, subject to Sections 16 and 19.7. The arbitrator must issue a reasoned written decision.

The award is final and binding, except for judicial review expressly permitted by law. Judgment on the award may be entered in any court having jurisdiction.

19.7 No Class Actions

THE PARTIES MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.

19.8 Mass Arbitration

This Section 19.8 applies if twenty-five (25) or more substantially similar demands for arbitration are filed against the Company by, or with the assistance of, the same or coordinated counsel. In that case, the JAMS Mass Arbitration Procedures and Guidelines apply to those demands, and the Parties agree to their application.

19.9 Time Limit for Claims

To the extent permitted by law, any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim arises. Otherwise, the claim is permanently barred.

19.10 Enforceability

If Section 19.7, or this Section 19 as a whole, is found unenforceable, then this Section 19 (other than Sections 19.1 and 19.9) is void. In that case, any action will be resolved in the courts described in Section 20.2.

20. General Terms

20.1 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent. However, the Company may assign this Agreement without consent:

  • to an Affiliate; or
  • in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities.

Any assignment that this Section 20.1 does not permit is void. This Agreement binds and benefits each Party’s permitted successors and assigns.

20.2 Governing Law; Venue; Jury Waiver

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-law principles that would apply the law of another jurisdiction. Section 19 is governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 19, the Parties submit to the exclusive jurisdiction and venue of the following courts for any action permitted under this Agreement:

  • the state courts located in Sangamon County, Illinois; and
  • the United States District Court for the Central District of Illinois.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH ACTION.

20.3 Attorneys’ Fees

The prevailing Party in any action or arbitration to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

20.4 Publicity

Neither Party may use the other’s name, brand or logo, or publicly announce the Parties’ relationship, without the other Party’s prior written consent. This includes, for the Company, identifying Customer as a customer on its website or in marketing materials.

20.5 Notices

Notices under this Agreement must be in writing.

Notices to the Company must be sent to Omni Systems, Inc., Attention: Legal, 2501 Chatham Rd, Ste R, Springfield, IL 62704, USA, or by email to .

Notices to Customer must be sent to the address or email address in the Order or in Customer’s account.

Notices are deemed given:

  • (a) on receipt, if delivered personally;
  • (b) on receipt, if sent by certified or registered mail, return receipt requested;
  • (c) one day after dispatch, if sent by commercial overnight courier; or
  • (d) if sent by email, on receipt of a confirmation email or one day after sending, whichever is earlier.

The Company may also send operational notices by email, in My Account or through the Services.

20.6 Entire Agreement; Order of Precedence

This Agreement is the Parties’ entire agreement on its subject matter. It includes the Orders, the DPA and the AUP. It supersedes all prior or contemporaneous agreements on that subject matter, except a Separate Agreement.

If there is a conflict, the following order of precedence applies:

  1. the EU Standard Contractual Clauses and the UK Addendum incorporated in the DPA;
  2. the DPA, for the processing of personal data;
  3. the Order, for the Services it covers;
  4. this Agreement;
  5. the AUP and the Documentation.

Terms in any Customer purchase order or other business form do not apply and are rejected.

Headings are for convenience only. “Including” means “including without limitation.”

20.7 Changes to This Agreement and Policies

The Company may update this Agreement by giving notice, for example by email, in My Account or through the Services. Updates take effect thirty (30) days after the notice.

If Customer objects in writing during that period, the update applies to Customer from the start of its next Subscription Term, and Customer may cancel the renewal under Section 9.4.

The Company may update the AUP and the Documentation from time to time. Updates to the AUP take effect when posted.

Otherwise, any amendment to this Agreement must be in writing and signed by both Parties, or agreed through electronic means that the Company provides.

20.8 Waivers and Severability

A waiver must be signed by the waiving Party’s authorized representative and cannot be implied from conduct.

If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so that the rest of this Agreement remains in effect.

20.9 Force Majeure

The Company is not liable for any delay or failure to perform caused by events beyond its reasonable control. Examples include:

  • strikes, blockades, war, terrorism and riots;
  • pandemics and natural disasters;
  • failures of the internet, utilities, cloud infrastructure or other third-party services;
  • actions of government authorities.

20.10 Subcontractors

The Company may use subcontractors and permit them to exercise its rights. The Company remains responsible for their compliance with this Agreement and for its overall performance under it.

20.11 Independent Contractors

The Parties are independent contractors, not agents, partners or joint venturers.

20.12 Export and Sanctions

Customer will comply with all applicable United States and foreign export control and sanctions laws in using the Services. Customer represents that:

  • it is not listed on any U.S. government list of prohibited or restricted parties;
  • it is not located in, or a national of, a country or territory subject to comprehensive U.S. sanctions.

Customer will not access or use the Services in violation of any U.S. export embargo, prohibition or restriction. Customer will not submit to the Hosted Services any information controlled under the International Traffic in Arms Regulations.

20.13 Government End Users

The Services include commercial computer software and commercial computer software documentation. If Customer or any Customer User is an agency, department or other entity of the United States Government, the following are restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes:

  • the use, duplication, reproduction, release, modification, disclosure or transfer of the Services and related documentation;
  • the related technical data and manuals.

The Services were developed fully at private expense. All other use is prohibited.

20.14 No Third-Party Beneficiaries

This Agreement creates no rights for any third party, including Clients and End Users, except the rights of data subjects under the EU Standard Contractual Clauses and the UK Addendum incorporated in the DPA.

20.15 Electronic Acceptance; Counterparts

This Agreement and any Order may be accepted electronically and signed in counterparts. Electronic signatures and records have the same effect as originals.

Questions about this document? Email .