Términos de servicio

Welcome to Omicron!

These Terms of Service (the “Terms”) constitute a legally binding agreement between Omicron Group Solutions LLC, its subsidiaries, and affiliates (“Company,” “we,” “our,” or “us“) and you (“you”, “your”, or “User”). These Terms will be effective upon your acceptance of the same (directly or indirectly in electronic form or by means of an electronic record) and will govern the relationship between you and us for the use of our Website https://omicrongs.com/ (“Website”), our web application https://main.taskia.app/ (“Software”), our product Taskia (“Product”) accessible through taskia.app or www.taskia.app,  our AI-powered services (“AI Services”) integrated within the Software and Product, and our Services  or any other services we offer from time to time by or in connection therewith (collectively referred to as the “Platform” or “Omicron”). The Platform is owned and operated by Omicron Group Solutions LLC, having its registered office at 5900 SW 73 Street, STE 302, South Miami, FL 33143.

About Omicron:

The following constitutes the “Services”:

At our Platform, we believe in integrating diverse perspectives into our systems, providing comprehensive solutions to streamline organizational management in ever-evolving environments.

Software is designed for strategic planning and objective management. It provides tools for detailed planning and management of objectives with multiple visualization options and levels of complexity. It allows for the reuse of strategic plans across different contexts, streamlining the planning process and offering flexibility in managing and monitoring objectives. The Software further focuses on different facets of your company’s operations as outlined below-

●      It offers centralized contact management, simplifying the process of storing and updating employee contact information. With automatic synchronization, all contact details remain current, and the secure management and sharing features ensure that data is always protected.

●      It also focuses on creating and managing organizational charts and job descriptions. It allows users to reuse information across different hierarchies, providing a clear, interconnected view of the organizational structure. Humania enables detailed visualization on separate canvases while maintaining overall connectivity, and it offers centralized access to all organizational data, including job descriptions and departmental hierarchies. The platform also includes custom permissions to control data sharing and modifications, with all changes synchronized across all users.

Additionally, we provide advanced AI Services to our Users within the Software and/or Product to enhance the functionality of our offerings. For providing such AI Services, we utilize ChatGPT API services provided by OpenAI. These AI Services are designed to assist Users by providing advanced features for strategic planning, task management, contact organization, and organizational visualization. In addition to the specialized features outlined above, our AI Services also support general inquiries. Users can ask a wide range of questions, including but not limited to topics outside of strategic planning and management. 

Further, through the integration of AI Services, we enable Users to receive tailored recommendations, actionable insights, and organized task reminders based on the data and queries they submit. The AI Services analyze user-provided data to generate customized outputs. While these AI-powered features aim to deliver valuable assistance, Users are encouraged to carefully review Clause 8 of these Terms governing the use of such AI Services.

To know more about our offerings, please click here.

Acceptance of Terms:

Our role under these Terms is limited to administration and managing the Platform, including the Software made available to you on the Platform.

For the purpose of these Terms, wherever the context so requires, “you” or “User” shall mean any natural or legal person or entity who accesses or utilizes our Platform and/or Services. The applicability of these Terms extends to Users regardless of the device type used for accessing our Platform, whether it be a laptop/desktop or a mobile/tablet device.

ACCESSING, BROWSING, OR OTHERWISE USING THE PLATFORM INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS UNDER THESE TERMS, SO PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING.

By impliedly or expressly accepting these Terms, you also accept and agree to be bound by our Privacy Policy as amended from time to time. We encourage you to read the Privacy Policy in conjunction with these Terms to better understand how you can update, manage, export, and delete your information. If you do not agree with anything provided herein, please do not use or access our Platform and/or Services.

We may modify these Terms from time to time. We will provide at least thirty (30) days’ prior notice of any material change by email to the address associated with your Account and by posting the updated Terms with a revised effective date. Changes take effect on the stated effective date.

If you do not agree to a material change, you may terminate your subscription before it takes effect and receive a pro-rata refund of any prepaid Fees for the unused period. Non-material changes, such as clarifications, corrections, or changes required by law, may take effect upon posting.

Further, we may change, suspend, and/or discontinue the Services at any time, including the availability of any feature, database, and content on the Platform. We may also restrict Users’ access to parts and/or all of the Services without notice and/or liability to the Users.

1.       USER ELIGIBILITY

We welcome individuals and entities to utilize our Services, subject to adherence to these Terms of Service. To ensure clarity, here’s who may and may not use our Services:

     1.1.    Eligible Users: Any person who is of legal age to enter into a contract in your jurisdiction and capable of forming a legally binding agreement can use our Platform.  Any business, organization, or legal entity can also use our Platform, provided that they have the authority to enter into agreements and comply with these Terms on behalf of the entity. By using our Platform, you represent and warrant that you meet these eligibility criteria.

        1.2.    Prohibited Users:

           1.2.1.       Individuals barred from using the Services: Users who have been previously suspended or prohibited from accessing our Platform by us or any competent authority are not allowed to use our Platform.

        1.3.    Compliance with Laws:

           1.3.1.       All Users must comply with applicable laws, regulations, and policies when using our Platform. It is your responsibility to ensure that your use of the Platform does not violate any laws or regulations in your jurisdiction.

        1.4.    Territorial Scope:

           1.4.1.     The Services are offered only in the territories in which we make them available. They are not offered or directed to, and may not be used by, individuals or entities established or located in the European Union or the European Economic Area. We do not target those territories, do not offer the Services in their currencies, and do not provide localized versions for them.

If you are located in those territories, you may not register for or use the Services. We may suspend or terminate any Account that we determine is being used in breach of this Section.

2.       ACCESS OUR PLATFORM AND SERVICES?

     2.1.    Account Registration:

To utilize the Platform, you must complete the one-time sign-in process with us by setting up a User account (the “Account”). To create an Account, Users must provide accurate, current, and complete information as prompted by the registration form. This includes, but is not limited to, a full name, password, and email address. Users are responsible for maintaining the confidentiality of their Account credentials and are liable for all activities conducted under their Account. If you have previously registered, you should log in/sign in to your Account using the same credentials provided during the initial registration process.

     2.2.    Account Verification:

Verification of your Account details, including your email address, may be required, and we reserve the right to limit access to our Platform until such verification is completed. To ensure the accuracy and security of your information, our verification process includes the use of a 4-digit verification code sent at the time of Account creation, and sign-up to the email address provided by you. Additionally, as part of our verification mechanism, we may collect information to authenticate your identity, which may include undergoing an email verification process. If you activate two-factor authentication (2FA), you will receive another code every time you log in to verify your access to the registered email.

     2.3.    Account Access; Roles and Permissions

           2.3.1.       On our Platform, Users subscribing to the offered paid subscription plans may invite additional users to use the Software with specific roles and permissions. When an additional User isgranted a permission to access the Software as part of a subscription plan, it is referred to as granting a “Session” on our Platform.

           2.3.2.       During a Session, if an additional User accesses the Software, they may perform actions based on the roles and permissions assigned to them. All activities conducted during a Session will be considered to have occurred on behalf of the primary account holder unless specifically stated otherwise.

           2.3.3.       Further, it is important for the primary account holder to manage the roles and permissions of Sessions carefully. The primary Account holder retains full responsibility for all activities conducted on the Software during a Session.

           2.3.4.       Users are required to provide accurate information when subscribing to our Platform’s Services, including details for creating multiple email accounts and inviting additional users.

           2.3.5.       Please note that these Terms also apply to additional Users who accesses the Software during a Session, and they must adhere to the terms and conditions outlined herein. To maintain the security and integrity of the Software, it is essential to keep your login credentials confidential and only grant access to individuals you trust. We recommend that you carefully consider the roles and permissions assigned to the additional Users, ensuring that they align with their respective responsibilities and duties within your organization.

     2.4.    Organization Accounts and Administrators:

           2.4.1.       When you register for an organization Account or a single User Account, you can designate one or more administrators who will have the authority to configure the Services to meet your operational needs and oversee end Users within your Account. If a third party creates and configures your Account on your behalf, that third party likely assumes the role of administrator for your Account. It is important to establish a suitable agreement with such a third party outlining their roles and limitations as an administrator of your Account; and

           2.4.2.       You are responsible for (i) maintaining the confidentiality of your Account password, (ii) appointing competent individuals as administrators to manage your Account, and (iii) ensuring that all activities associated with your Account comply with these Terms. Please note that the Platform is not responsible for the administration and internal management of the Services on your behalf.

     2.5.    Account Security and Update:

           2.5.1.       Users are responsible for safeguarding their Account credentials and preventing unauthorized access to their Account. Any unauthorized use of an Account must be reported to the Company immediately for investigation.

           2.5.2.       If you share or allow others to have access to your Platform by creating separate profiles or otherwise, you assume exclusive liability and responsibility for all activities conducted on your Platform, as well as any resulting consequences.

           2.5.3.       You acknowledge and agree that we shall not be liable or responsible for the activities or consequences arising from the use or misuse of any information in your Account or on your Platform.

     2.6.    User Responsibilities:

You agree:

           2.6.1.       that your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;

           2.6.2.       to fully comply with all applicable laws and any other contractual terms that govern your use of the Platform (and any related interaction or transaction), including those specific laws applicable to you in any of your geographical locations;

           2.6.3.       to regularly and autonomously ensure the preservation and backup of all your User Content on the Platform;

           2.6.4.       to provide your Account information accurately, and failure to maintain such accurate information, including having an invalid or expired payment method, may result in the inability to access and use the Services;

           2.6.5.       to maintain the confidentiality of your password and take responsibility for all activities associated with your Account. We retain the right, at our sole discretion, to revoke, reclaim, or modify a username (or first/last name) you choose if we deem, in our judgment, that such username is inappropriate, obscene, or otherwise objectionable;

           2.6.6.       to notify us in writing immediately if you become aware of any disclosure of your password. You are responsible for any activity on our Platform arising out of any failure to keep your password confidential and may be held liable for any losses arising out of such a failure;

           2.6.7.       to not create an Account on behalf of anyone other than yourself without their permission. Additionally, using a username with the intent to impersonate another person, or using a username Account that is subject to the rights of someone else without proper authorization, is not allowed;

           2.6.8.       to not assign or transfer your Account to any other person or entity;

           2.6.9.       to provide proof of identity to access or use the Services in certain cases. Refusal to provide proof of identity may result in denial of access to or use of the Services;

        2.6.10.       that we shall not bear any liability or responsibility for the activities or consequences arising from the use or misuse of any information under your Account, including without limitation, situations where you have neglected to update your mobile phone number and/or email address on the Platform;

        2.6.11.       that in the event of a suspected security breach or misuse of your Account, we reserve the right to request a password change or suspend your Account, without incurring any liability to the Company, for a duration deemed appropriate in the circumstances. We disclaim any responsibility for any loss or damage resulting from your non-compliance with this provision;

        2.6.12.       that we do not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your Sessions, or your compliance therewith; and

        2.6.13.       to comply with all applicable laws and use the Services only for lawful purposes.

     2.7.    Account Suspension and/or Deletion:

           2.7.1.       You agree to: (a) diligently log out from your Account at the conclusion of each session, and (b) promptly inform us of any unauthorized use of your Account. In the event of a suspected security breach or misuse of your Account, we reserve the right to request a password change or suspend your Account, without incurring any liability to the Company, for a duration deemed appropriate in the circumstances. We disclaim any responsibility for any loss or damage resulting from your non-compliance with this provision.

           2.7.2.       The User shall be solely responsible for the accuracy and correctness of all such details/information given by the User during Account setup. If we have reason to doubt the correctness of any details/information furnished by you or in case any information furnished by you is found incorrect, false, or misleading, we reserve the right to cancel or suspend the registration of the User permanently or for such period as we deem fit.

3.       USER CONTENT GUIDELINES

  3.1.In utilizing the Platform and/or Software, you may upload, post, provide, publish, display, link to, or otherwise share information essential for the Services through the Platform (collectively referred to as “User Content“). By doing so, the license you grant us in respect of User Content is set out in Section 9.3.1, and no other license over User Content is granted under these Terms. This includes but is not limited to, promotional and advertising purposes across any media now known or hereafter devised. You acknowledge that we may utilize any User Content you consistent with our Privacy Policy on the Platform and you shall not be entitled to any payment or other compensation for such use. It’s your responsibility to ensure that the User Content abide by applicable laws and any agreement entered into. We aren’t responsible for any harm resulting from anyone’s access, use, purchase, or downloading of User Content, or for any harm resulting from third-party websites. You’re responsible for taking the necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.

  3.2. User Content must comply with the Content Standards set out in this Clause. User Content must not-

           3.2.1.       contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

           3.2.2.       promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

           3.2.3.       infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

           3.2.4.       violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service, or our Privacy Policy.

           3.2.5.       be likely to deceive any person.

           3.2.6.       promote any illegal activity, or advocate, promote, or assist any unlawful act.

           3.2.7.       cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

           3.2.8.       impersonate any person, or misrepresent your identity or affiliation with any person or organization.

           3.2.9.       involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

        3.2.10.       give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.

  3.3.The User acknowledges that we may or may not pre-screen User Content. However, we retain the right (but are not obligated) to pre-screen, refuse, or remove any User Content and/or products from the Platform at any time, for any reason. This includes, but is not limited to, instances where we receive claims, allegations, or complaints from third parties and/or authorities related to such User Content, or for no reason at all. However, we do not endorse or guarantee the accuracy, completeness, or reliability of any User Content.

  3.4.You agree that you have obtained all consents and permissions required under all applicable laws, regarding the processing, storing, collection, posting, transmission, and publication of any personal information and/or image or likeness of any person, entity, or property which is part of the User Content, and you will adhere to all laws applicable thereto. Further, the User Content is (and will continue to be) true, current, accurate, non-harmful, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, export, copy, possess, post, publish, transmit, display or otherwise use, in the country in which you or your Platform’s visitors reside.

     3.5.    You agree and allow us to disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy.

     3.6.    Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

     3.7.    However, we do not undertake to review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. We have no liability or responsibility to anyone for the performance or nonperformance of the activities described in this Clause.

  3.8.Feedback: The Platform may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Omicron, and/or share such Feedback with other users, or the public.  If you submit Feedback, Omicron may use such Feedback for any purpose without any compensation or obligation to you.  We reserve the right to remove any Feedback posted in our public forums for any reason at our sole discretion. If you wish to request the removal of any Feedback posted on the Platform, please email us at support@omicrongs.com.

4.       PAYMENT AND PRICING TERMS

  4.1.Subscription Plans:

           4.1.1.       We offer paid subscription plans for our Services on our Platform, including recurring monthly and annual plans. Users can select a subscription duration that aligns with their operational requirements. The detailed features and pricing of all the User subscription plans are available here.

     4.2.    Free Trial:

           4.2.1.       Any User who signs up automatically receives a premium license trial for 14 days. During the trial, Users can use our Software and have access to all the features of the premium subscription plan. For details on the features available in the free trial, please click here. Please note that restrictions may apply, and we reserve the right to modify or terminate the trial offer at any time without prior notice. After the 14-day trial period, if Users do not submit a valid payment method or do not subscribe to our paid subscription plans, they will be downgraded to the Free Plan (which is perpetual) as outlined in Clause 4.3.

     4.3.    Free Plan:

           4.3.1.       Any users who are signed up, but do not have a Standard or Premium license  are eligible for a free plan and can access the Software and its functionalities. Users can use our Software with certain operating limitations. For details on the features available under the free plan, please click here.

     4.4.    Payment Terms:

           4.4.1.       Upon selecting a specific subscription plan on our Platform, Users are required to pay the designated subscription fee (“Fees”) associated with the chosen plan. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Unless otherwise stated in the schedule of the Fees, you are responsible for paying all applicable taxes. We are not responsible for any additional fees you may be charged by your financial institution such as international transaction fees or overdraft fees.

           4.4.2.       Users are authorized to use valid credit/debit cards, or any other accepted payment methods, including online banking facilities, for transactional activities (“Virtual Payment Modes”) on our Platform. Users are required to provide accurate and complete details of their credit/debit cards or online banking accounts. It is the User’s responsibility to ensure the correctness of the information provided, and any incurred costs, expenses, losses, or damages resulting from the submission of incorrect details are solely the User’s responsibility.

           4.4.3.       We disclaim any responsibility and liability for any loss or damage incurred by users during the utilization of available payment methods on the Platform. This includes but is not limited to, instances such as:

                                4.4.3.1.       Lack of authorization for a transaction;

                                4.4.3.2.       Exceeding the mutually agreed preset limit between the user and the respective bank;

                                4.4.3.3.       Payment issues arising from the transaction; and/or

                                4.4.3.4.       Transaction being declined due to any other reasons.

           4.4.4.       All payments made against the purchases on the Platform by you shall be compulsorily in United States Dollars. The Platform will not facilitate transactions concerning any other form of currency with respect to the purchases made on the Platform. If Users choose to pay using a different currency, the applicable conversion rate will apply, and any conversion costs will be borne by the User alone.

           4.4.5.       By accepting these Terms, you expressly authorize us and our service providers to electronically collect, process, facilitate, and remit payments, including the transaction amount, through electronic means between users on the Platform.

           4.4.6.       You acknowledge, understand, and agree that the payment facility provided by us constitutes neither a banking nor financial service. Instead, we function as a facilitator, offering an electronic, automated online payment, and remittance facility for transactions on the Platform through the existing authorized banking infrastructure and credit card payment gateway networks. It is imperative to clarify that, in providing the payment facility, we assume neither the role of a trustee nor engage in a fiduciary capacity concerning the transaction, thereby absolving itself from such responsibilities.

           4.4.7.       We use Stripe as a provider of payment gateway services (“Payment Processor”) on the Platform. You acknowledge and agree that any payment made on the Platform shall also be subject to the terms and conditions of our Payment Processor which can be found here.

           4.4.8.       We affirm that the information provided by the User in this regard will be treated as confidential and will not be divulged to any third party, except as necessitated by the applicable laws, regulations, and/or processes of any government authority, and/or in connection with any judicial proceedings pertaining to legal actions, suits, and/or proceedings arising from or related to these Terms.

           4.4.9.       We diligently work with Stripe to report and pursue both confirmed and suspected instances of credit/debit card fraud concerning our Services. We may request additional authorization from the User and the decision to seek further authorization rests solely with us. We retain the right to annul, postpone, decline delivery, or retract any transaction in case of suspected fraud. We shall not be held liable to the User for any losses arising from such cancellation.

        4.4.10.       During the transaction process, Stripe collects specific information such as user ID, time, date, IP address, and other relevant details aimed at identifying individuals involved in fraudulent activities. In cases where a transaction is suspected to be fraudulent, all records will be provided, with or without a subpoena, to law enforcement agencies and the credit/debit card company for a thorough fraud investigation. We are committed to collaborating with authorities to ensure the prosecution of offenders to the maximum extent permitted by law.

        4.4.11.       You agree not to hold us liable for payments that do not reach us because you have quoted incorrect payment information or the Payment Processor refused the payment for any other reason.

        4.4.12.       If your user plan is subject to recurring renewal and consequent subscription charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable subscription. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

        4.4.13.       By actively selecting a user subscription plan, participating in transactions, or availing of the free trial on the Platform, Users explicitly acknowledge their understanding and unequivocal acceptance of the pricing and subscription terms delineated in this Clause.

        4.4.14.       We reserve the right to periodically review and adjust user subscription plans and pricing terms to adapt to market dynamics and service enhancements. Users will receive timely notifications regarding any changes, and updates will be accessible through the Platform,  but this will not affect payment for Services that have been previously paid.

        4.4.15.       You agree and accept that all nuances and modalities relating to Virtual Payment Modes shall be separately governed by the Payment Processor. We would not be responsible, in any manner whatsoever, for any liability that may arise in relation to any aspect of relating to the Virtual Payment Modes (including any fraudulent transaction). The payments made on the Platform are non-refundable.

     4.5.    Chargeback Policy:

The following terms constitute “Chargeback Policy”:

           4.5.1.       If at any time, we record a decline, chargeback, or other rejection of a charge for any payable fees due directly to our Platform, on your User Account (“Chargeback”), this will be considered a breach of your payment obligations hereunder. Consequently, your account will be automatically reverted to our free plan.

           4.5.2.       While on the free plan, if you exceed the plan’s usage limits, your data may be subject to deletion in accordance with Clause 6 of our Privacy Policy. Alternatively, any data that exceeds the free plan limits will be retained for a period of 6 months and then permanently deleted if the limits are still exceeded in accordance with our Privacy Policy.

           4.5.3.

           4.5.4.       If you have any inquiries or concerns regarding a payment made to our Platform, we strongly recommend reaching out to us at support@omicrongs.com before initiating a Chargeback or reversing the payment. This proactive step ensures that your subscription is not downgraded to the free plan as outlined in Clause 4.4.1t. Additionally, it helps avoid unwarranted or erroneous Chargebacks, which could result in downgrading your subscription plan..

           4.5.5.       We retain the right to dispute any Chargeback received. This may involve providing the relevant credit card company or financial institution with pertinent information and documentation demonstrating that you, the User, authorized the transaction and received or utilized the rendered services.  In such cases, you may be required to repay all fees associated with the Services purchased and subsequently charged back.

5.       CANCELLATION OF YOUR SUBSCRIPTION PLAN

     5.1.    Users may cancel their paid subscription plans at any time by accessing their Account settings on the Platform. Please note that subscription payments are due and payable depending on the subscription renewal basis—either 30 days after the initial subscription date for monthly plans or one year after the initial subscription date for annual plans. If you are disappointed with the quality of our Services, please contact us without delay and express your concerns. We will address your complaints as soon as possible. In order to terminate your contract, you must clearly inform us of your decision to withdraw from the contract by email at support@omicrongs.com prior to the 30-day period. We will acknowledge the receipt of the cancellation without any delay.

     5.2.    Plan Apportionment:

           5.2.1.       If a User decides to change their subscription plan in the middle of a current subscription period, we will apportion the subscription fee accordingly. This means:

                                5.2.1.1.                       If you upgrade your plan at any time, we will calculate the remaining value of your current subscription and apply it as a credit towards the new plan. The difference will be charged immediately, and the new subscription period will start from the date of the upgrade.

                                5.2.1.2.                       If you downgrade your plan at any time, we will calculate the remaining value of your current subscription and apply it as a credit towards the new plan. Any excess amount paid will be retained and applied to future subscription fees. The new subscription period will start from the date of the downgrade.

     5.3.    Loss of Data, Content, and Capacity:

           5.3.1.       If your User Account or any Services or third-party services related to your User Account are canceled (whether at your request or at Platform’s discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content, end-user data or other usage data retained therein (“Capacity Loss”). We shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, User Content, or end-user data. Please also note that additional Fees may apply to the re-activation of a User Account and/or any Services following their cancellation, as determined by the Platform in its sole discretion.

           5.3.2.      Following the termination of your User Account, we reserve the right to delete all data in the normal course of operation. Data cannot be recovered once your User Account or access to our Services is terminated.

6.       SOFTWARE SUPPORT AND MAINTENANCE

     6.1.    Support Assistance:

           6.1.1.       We offer no-cost general assistance to help you understand the features of the Software. However, no-cost assistance does not extend to applying the Software to specific User-defined problems. You agree that we reserve the right to determine what qualifies as no-cost assistance and what requires payment.

           6.1.2.       You may reach out to us at support@omicrongs.com on business days (Monday to Friday) between 08:00 and 17:00 GMT-4 to address any problems and errors in the Software.

           6.1.3.       Subject to Clause 6.1.2, we will investigate all problems or errors in the Software, provided that you notify us in writing within seven (7) days and you give us all necessary information to conduct an investigation into the matter.

           6.1.4.       Users understand and acknowledge that we provide Software support based on the subscription plan purchased by the User. For free plans, we only provide support through our Platform functionalities or as otherwise expressly stated in these Terms. For standard and premium plans, we investigate the problem and revert back within 72 hours of receipt of such notice.

     6.2.    Updates and Upgrades:

           6.2.1.       We may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Software and related services (“Updates“). These may be automatically installed without providing any additional notice or receiving any additional consent. By continuing to use the Software after an Update, you will be taken to have consented to the Updates. If you do not wish to receive such Updates, your recourse is to discontinue using the Software.

           6.2.2.       We will perform maintenance and upgrades on the Software on a regular basis. Maintenance and upgrades will be performed outside of business hours except where the security, stability or integrity of the Software warrants these be performed during business hours. We will apply our best efforts to notify Users in advance of a planned business hours disruption.

7.       LIABILITY OF THE COMPANY IN CASE SOFTWARE IMPLEMENTATION FAILS

While we endeavor to facilitate a smooth Software implementation process, the User acknowledges and agrees to the following:

  7.1.    that the Company provides the Software, but it is the User’s responsibility to ensure that the Software’s functionality aligns with their specific business requirements. Omicron expressly disclaim any involvement in misrepresentation or puffery regarding the Software’s performance. Should the User choose to opt for our Services, we shall not be held responsible or liable for any unsalvageable functionality gaps that may arise.

  7.2.    that the Software may not undergo adequate testing due to resource constraints and shortcuts in essential quality assurance tasks before its implementation.

  7.3.    that although the Company will provide consultants with deep industry knowledge concerning the Software implementation, the reality may differ. The User understands that inexperienced consultants may be assigned to implement the Software, lacking familiarity with the Software product being implemented. Moreover, implementation may face a turnover of consultants, and the Company may utilize User implementations as training grounds for inexperienced consultants. The Users agree that  the Company shall not be held liable for any consequences arising from inadequate resources during the implementation process.

  7.4.    sometimes, the Company might not perform enough testing on the system, which can result in insufficient integration testing. This testing is essential to check if the Software works well with the other platform’s API. However, the Company will not be liable for any issues in Software integration. It is the User’s responsibility to thoroughly test the Software and ensure it integrates smoothly with their existing systems, especially the platform’s APIs.

  7.5.    that in the event of business disruption resulting from the failure of the Software implementation, the Company shall not be held liable for any damages incurred by the User. The User acknowledges and agrees that the Company does not guarantee uninterrupted business operations or specific outcomes from the Software implementation. Therefore, the User waives any claims for damages against the Company arising from business disruption caused by the failure of the Software implementation.

  7.6.    that in the event of Software malfunction or failure during or after the implementation process, the User acknowledges and accepts the inherent risks associated with Software deployment. The Company shall not be held liable for any direct or indirect damages, including but not limited to financial losses, business disruptions, or data breaches, resulting from Software malfunction or failure. The User agrees that the Company’s liability is limited to the extent permissible by law and that the User assumes all risks associated with the use of the Software.

8. ACCURACY OF OUR ARTIFICIAL INTELLIGENCE (AI) SERVICES

8.1 Our AI Services operate based on inputs provided by you which are then processed to generate outputs. You can submit prompts or information (in various formats such as text, or any other acceptable forms). These inputs serve as the basis for AI to analyze and deliver outputs relevant to strategic planning, task management, contact organization, and other Services provided by Omicron.

8.2 Upon receiving these inputs, the AI will leverage advanced algorithms to generate outputs, such as actionable recommendations, task reminders, and strategic insights tailored to the user’s data. These outputs are intended to assist Users in optimizing their operations and decision-making processes.

8.3 Users may submit inputs, such as text queries, schedules, contact information, or organizational data, which the AI processes to generate outputs including but not limited to:

8.3.1. Strategic Recommendations (e.g., prioritizing tasks aligned with business objectives);

8.3.2. Task Reminders (e.g., notifying Users of upcoming meetings or deadlines);

8.3.3. Contact Management (e.g., synchronizing and updating employee contact details); and/or

8.3.4. Organizational Visualizations (e.g., creating or updating organizational charts).

8.4. For instance, a User might ask about their upcoming deadlines. The AI will review the User’s calendar and project management data to provide a comprehensive list of approaching deadlines. Another instance could be wherein the User submits a request to the AI, “Update contact information for our top ten clients.” The AI processes this input and cross-references it with existing records to update and synchronize contact details across the User’s database, ensuring all relevant team members have access to the most current information.

8.5. You understand and agree that inputs provided by you are considered User Content, as defined in these Terms. The terms and conditions outlined in our Terms apply to all inputs submitted to the AI Services. If you choose to use, publish, transmit, or display any outputs generated by the AI Services, these will be treated as your User Content under our Terms. We do not claim ownership rights over these outputs, provided they do not contain any pre-existing intellectual property owned by us.

8.6. To the extent necessary and in addition to the license you grant us under Clause 9, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to: (a) access, upload, copy, modify, and use your inputs and outputs for purposes including improving our Services, reviewing compliance with applicable laws, and enforcing the Terms; and (b) share your inputs and outputs with third-party services or subcontractors as required to provide and enhance the Services.

8.7. You understand that our AI Services is provided by a third-party service provider which in this case is OpenAI. Please note that when you provide inputs while using our AI Services, these inputs and the resulting outputs are owned solely by you. However, the handling of such data will be conducted in accordance with our Privacy Policy, which outlines how we collect, use, and protect your data. Further, while utilizing AI Services, you also agree to be bound by the terms and conditions of OpenAI. You are encouraged to read the OpenAI policies that govern our use of ChatGPT API services, including but not limited to terms and conditions, privacy practices, and usage policies.

8.8. While Omicron’s AI Services aim to deliver accurate and reliable insights and recommendations, it is important to recognize the inherent complexities and limitations of Artificial Intelligence (AI) technology. As such, there may be instances where the results generated by our AI Services may not be entirely accurate or reliable. By using our AI Services, you acknowledge and agree to the following:

8.8.1. The results produced by our AI Services may not always be fully accurate. For example, while our system strives to provide actionable recommendations based on the inut data you provide, variations in data quality, contextual factors, or other elements may occasionally result in inaccuracies or incomplete outputs.

8.8.2. It is your responsibility to review and assess the results generated by our AI Services before taking any action. This includes verifying the relevance and accuracy of the outputs and ensuring that any decisions made based on these results are carefully evaluated within the context of your specific needs and objectives.

8.8.3. We recommend that you do not rely solely on the AI-generated results for significant decisions that could impact individuals or businesses. While our AI Services are designed to assist and streamline processes, human judgment, and review are crucial for making informed and critical decisions.

8.8.3. There may be occasions where the results provided by our AI Services are incomplete, incorrect, or not entirely suitable for your requirements. Factors such as data availability or the complexity of the context may influence the accuracy of the results.

8.8.4. Omicron shall not be liable for any inaccuracies, errors, or omissions in the results generated by the AI Services. Users acknowledge that AI technology involves inherent uncertainties and limitations, and therefore, Omicron disclaims any responsibility for damages, losses, or liabilities arising from the use of the AI Services.

8.8.5. By utilizing our AI Services, you accept the inherent uncertainties associated with AI technology.

9.       OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

     9.1.    Ownership Rights:

           9.1.1.       You acknowledge that no ownership of the Platform is being transferred. All rights, Intellectual Property, and interests in the Platform remain the exclusive property of Company, its affiliates, or its licensors.

     9.2.    Intellectual Property Rights:

           9.2.1.       All rights, title, and interest in and to the Platform, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates, and widgets, literary work, source, and object code, computer code (including HTML), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Platform Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to the Company.

           9.2.2.       Subject to the provisions of these Terms, we grant Users a limited, non-exclusive, non-transferable license to access and use our Platform strictly for its intended purposes. This license explicitly does not confer any ownership rights to Users, and any unauthorized use constitutes a material breach of these Terms.

           9.2.3.       All copyright and other intellectual property rights in the material on our Platform are reserved.

           9.2.4.       All intellectual property rights discovered, developed, or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Platform or the provision of any Services will automatically vest in and are assigned to us, including any enhancements, improvements and modifications to the Intellectual Property. You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Platform and/or Intellectual Property.

           9.2.5.       We respect the intellectual property rights of others, and Users are expected to do the same. Uploading, posting, or otherwise transmitting any content that infringes on the Company’s or any third party’s intellectual property rights is strictly prohibited. We reserve the right to promptly remove any infringing content.

           9.2.6.       These Terms of Service permit you to use the Platform for your personal use only. This means you are not permitted to resale or give away any of the content you view or download. You are not permitted to reproduce, modify, create derivative works of, publicly display, publicly perform, or republish any of the material on our Platform, except as follows:

                                9.2.6.1.                       Your computer may store copies of such materials in RAM incidental to your accessing and viewing those materials.

                                9.2.6.2.                       You may store files that are automatically cached by your Web browser for display enhancement purposes.

                                9.2.6.3.                       You may print or download a reasonable number of pages of the Platform for your own personal use and not for further reproduction, publication, or distribution.

                                9.2.6.4.                       If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement, if any, for such applications.

                                9.2.6.5.                       If we provide social media features with certain content, you may take such actions as are enabled by such features.

           9.2.7.       You must not:

                                9.2.7.1.                       Modify copies of any materials from this Platform.

                                9.2.7.2.                       Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

                                9.2.7.3.                       Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Platform.

           9.2.8.       These Terms do not convey any right or interest in or to the Company’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in these Terms constitutes an assignment or waiver of the Company’s Intellectual Property rights under any law.

     9.3.    Use of Your Intellectual Property:

           9.3.1.      You retain ownership rights to the User Content. By providing us with User Content, you grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify solely for formatting and display, transmit, and display such User Content, solely to the extent necessary to operate, maintain, secure, and provide the Platform and the Services to you and to the organization on whose behalf you use them. This license exists for no other purpose and terminates when your User Content is deleted from the Platform, except for backup copies deleted in the ordinary course and for records we are required to retain by law. We will not publish, distribute, sell, or disclose your User Content to third parties, except to the subprocessors we engage to provide the Services as described in our Privacy Policy, or where required by law. To the extent that any User Content includes personal information of the User or third party, it will be handled in accordance with our Privacy Policy.

           9.3.2.       You acknowledge and agree that:

                                9.3.2.1.       if you elect to upload any information or User Content to the Platform you:

                           9.3.2.1.1.       represent and warrant that you either have the rights in that information or User Content or have the necessary permission to upload, post, transmit or otherwise make available that information or User Content via the Platform;

                           9.3.2.1.2.       are solely responsible for that information or User Content and that we will not be liable for any loss, expenses, liabilities, costs, or damages that are caused by the information you provide on the Platform; and

                           9.3.2.1.3.       you have procured all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Platform or the Services to you.

                             9.3.2.2.       For the avoidance of doubt, and in accordance with all applicable privacy laws, it is your responsibility to ensure that you have received prior consent from the third party required for you to provide to us their information for use under this Agreement.

                             9.3.2.3.       You agree that we may refer to you, your business name, publish your logo and/or trademark and make reference to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business provided that any proposed communication or reference is approved in writing in advance by you.

10.       REPORT INTELLECTUAL PROPERTY INFRINGEMENTS

     10.1.    Users agree not to upload or transmit any communications or User Content that infringes or violates the rights of any party while using the Platform. We do not permit infringing materials to remain on the Platform and encourage users to promptly notify us if they believe any materials on the Platform, including advertisements or linked User Content, infringe third-party copyrights.

     10.2.    We take claims of copyright and trademark infringement seriously. We will respond to notices of alleged copyright and/or trademark infringement that comply with applicable law. If you believe any materials accessible on or from this site (the “Platform”) infringe your copyright or trademark, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

                                10.2.1.1.                       Your physical or electronic signature.

                                10.2.1.2.                       Identification of the intellectual property you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.

                                10.2.1.3.                       Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

                                10.2.1.4.                       Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

                                10.2.1.5.                       A statement that you have a good faith belief that use of the copyrighted or trademarked material is not authorized by the copyright or trademark owner, its agent, or the law.

                                10.2.1.6.                       A statement that the information in the written notice is accurate.

                                10.2.1.7.                       A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or trademark owner.

           10.2.2.       To report copyright infringement issues, please reach out to us at compliance@omicrongs.com.

           10.2.3.       If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright and/or trademark, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

     10.3.    Counter Notice Procedure:

           10.3.1.       If you believe that the material you posted on the Platform was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter-Notice”) by submitting a written notification compliance@omicrongs.com. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

                                10.3.1.1.                       Your physical or electronic signature.

                                10.3.1.2.                       An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

                                10.3.1.3.                       Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

                                10.3.1.4.                       A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

                                10.3.1.5.                       A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Platform may be found) and that you will accept service from the person (or an agent of that person) who provided the Platform with the complaint at issue.

           10.3.2.       The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

           10.3.3.       Please be aware that if you knowingly materially misrepresent that material or activity on the Platform was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

     10.4.    Repeat Infringers:

           9.4.1.       We reserve the right to disable and/or terminate the Account(s) in appropriate circumstances of Users who are repeat infringers.

11.       ACCEPTABLE AND PROHIBITED USES

  11.1.        Subject to your compliance with these Terms, including the ‘Prohibited Uses‘ defined in Clause 10.5 below, we grant you a non-exclusive, non-transferable, revocable license to:

        11.1.1.           access the Services; and

        11.1.2.           download any portion of the User Content provided by you for utilizing our Services.

  11.2.        Subject to compliance with these Terms, we may offer to provide the Services, as more comprehensively described on the Platform. These Services, selected by you, are intended solely for your own use and are not to be used or exploited for the benefit of any third party.

  11.3.        The provision of Services will be carried out on a best-efforts basis. We do not provide any warranties for the continuous availability or the accuracy of any content or User Content.

  11.4.        You agree to not encourage others to create an Account, leave a review, or otherwise interact, with a third-party website, or application, or service unless authorized by us.

  11.5.    Prohibited Uses:

        11.5.1.       While using the Platform, Users consent to abstain from activities that contravene these Terms, encompassing fraudulent acts, spamming, hacking, and any actions that could disrupt the operations of the Platform;

        11.5.2.       While using the Platform Users are strictly prohibited from assuming the identity of others, utilizing counterfeit accounts, or indulging in any conduct that may falsely represent their identity;

        11.5.3.       You shall not edit or otherwise modify any material on our Platform unless you own or control the relevant rights in the material;

        11.5.4.       You are prohibited from probing, scanning, or testing the vulnerability of our Platform without our permission;

        11.5.5.       You agree not to submit, transmit, or display any User Content, or use in a context, that may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive, or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of the Platform or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;

        11.5.6.       You agree not to publish and/or make any use of the Services on any website, media, network, or system other than those provided by the Company, and/or frame, “deep link”, “page-scrape”, mirror, and/or create a browser or border environment around any of the Services and/or Platform (or any part thereof), except as expressly permitted by the Company, in advance and in writing;

        11.5.7.       You are prohibited from using our Platform to copy, store, host, transmit, send, use, publish, or distribute any material that consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software;

        11.5.8.       You are prohibited from decrypting or deciphering any communications sent by or to our Platform without our permission;

        11.5.9.       You shall not conduct any systematic or automated data collection activities, which include without limitation scraping, data mining, data extraction, and data harvesting on or in relation to our Platform without our express written consent;

     11.5.10.       You shall not use our Platform, User Content, or Services except by means of our public interfaces;

     11.5.11.       You shall not use data collected from our Platform for any direct marketing activity, including without limitation email marketing, SMS marketing, telemarketing, and direct mailing;

     11.5.12.       You agree not to remove or alter any copyright notices, watermarks, restrictions; and signs indicating proprietary rights of any of our licensors, including copyright mark [©], creative commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Services and/or Platform;

     11.5.13.       You must not do anything that interferes with the normal use of our Platform;

     11.5.14.       Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us; and

     11.5.15.       Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

  11.6.    Additional activities that are prohibited

You may not access or use the Platform and/or our Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a User of the Platform, you agree not to:

        11.6.1.       Trick, defraud, or mislead us and other Users, especially in any attempt to learn sensitive account information such as User passwords.

        11.6.2.       Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any User Content or enforce limitations on the use of the Platform and Services and/or the User Content contained therein.

        11.6.3.       Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services. Use any information obtained from the Platform in order to harass, abuse, or harm another person.

        11.6.4.       Make improper use of our Platform and/or Services or submit false reports of abuse or misconduct.

        11.6.5.       Use the Services in a manner inconsistent with any applicable laws or regulations.

        11.6.6.       Engage in unauthorized framing of or linking to the Services.

        11.6.7.       Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform and/or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform and/or Services.

        11.6.8.       Attempt to impersonate another User or person or use the username of another User.

        11.6.9.       Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (‘gifs’), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as ‘spyware’ or ‘passive collection mechanisms’ or ‘pcms’).

     11.6.10.       Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.

     11.6.11.       Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

     11.6.12.       Attempt to bypass any measures of the Platform and/or Services designed to prevent or restrict access to the Platform and/or Services, or any portion of the Platform and/or Services.

     11.6.13.       Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

     11.6.14.       Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform and Services.

     11.6.15.       Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or use or launch any unauthorized script or other software.

     11.6.16.       Make any unauthorized use of the Platform and/or Services, including collecting usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited emails, or creating Account(s) by automated means or under false pretenses.

You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.

12.       USER REPRESENTATIONS

  12.1.    By using the Platform, you represent and warrant that:

        12.1.1.       all the information you submit will be true, accurate, current, and complete;

        12.1.2.       you will maintain the accuracy of such information and promptly update such information as necessary;

        12.1.3.       you have the legal capacity and you agree to comply with these Terms;

        12.1.4.       Your use of the Platform shall be solely for your own purposes;

        12.1.5.       If you register on our Platform as the representative of any entity, you represent that you are authorized to act on behalf of such entity and that such entity shall be bound to comply with these Terms upon your acceptance of these Terms;

        12.1.6.       you are not a minor in the jurisdiction in which you reside and you are responsible for adhering to your country’s laws when accessing our Platform and utilizing our Services, given that the Company is located in Unites States;

        12.1.7.       you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;

        12.1.8.       you will not use the Platform for any illegal or unauthorized purpose; and

        12.1.9.       your use of the Services and/or Platform will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, licensing, privacy, data protection, the transmission of technical data exported from India or the country in which you reside, the use or provision of financial services, notification and consumer protection, unfair competition, and false advertising).

13.       THIRD-PARTY SITES ON THE PLATFORM

We may provide links to third-party sites on our Platform as a convenience to User(s). You hereby acknowledge that when you access third-party sites, you do so at your own risk.

  13.1.    You understand that external sites are beyond our control, and we are not accountable for the content, functionality, accuracy, legality, appropriateness, or any other aspect of such external websites or resources. The inclusion of any link does not imply endorsement or sponsorship by us or any association with its operators.

  13.2.    We may provide access to services from external or third-party service providers, seamlessly integrated into our Platform. Users acknowledge and agree that any issues or non-performance of such services will be addressed on a best-effort basis, subject to the pass-through obligations as agreed with the external/third-party service providers.

  13.3.    Users are advised to exercise caution when navigating external sites and using integrated services and carefully review the terms and conditions and privacy policies of all off-website pages and other websites that they visit.

  13.4.    We reserve the right to modify or remove links to third-party sites and services at any time without notice. Continued use of our Platform constitutes acceptance of any modifications to the links provided.

  13.5.    Users acknowledge that we collaborate with external or third-party service providers to enhance the User experience. Any collaborative efforts aim to improve services but are subject to the terms and conditions agreed upon with the respective service providers.

  13.6.    Users may be notified when they are leaving our Platform and redirected to access a third-party site or service. Additionally, we are not responsible for any content, advertisements, products, or other materials available on external sites or through integrated services.

  13.7. Integrations and Connected Applications: The Services allow you to connect third-party applications, including AI assistants and automation tools, through our application programming interface.

You are solely responsible for the integrations you authorize, for the permissions you grant them, and for any use the third party makes of the data it receives. Your use of a third-party application is governed by that third party’s own terms and privacy policy, not by these Terms. We do not endorse and are not responsible for any third-party application.

Where you use the Services on behalf of an organization, that organization is responsible for determining which integrations its users may authorize and which permissions may be granted. Where we make administrative controls available for that purpose, the organization is responsible for configuring them.

We may suspend or revoke an integration’s access where we reasonably believe it threatens the security, integrity, or availability of the Services or the data of other customers.

14.       PLATFORM AVAILABILITY

  14.1.    While we do our best to keep the Platform up and running all the time, we can’t promise it will always be perfect. Sometimes, there might be interruptions, delays, or errors, or the Platform might not be free of viruses. If there are any problems, we’ll try our best to fix them as soon as possible.

  14.2.    You need internet to use the Platform, and you’ll have to cover the costs for that. We won’t be responsible for those costs.

  14.3.    The Platform might not work with every device out there, and sometimes we’ll need to update it, which might make some parts temporarily unavailable.

  14.4.    We’re not liable for any business losses or other indirect losses you might experience while using the Platform.

  14.5.    You’re responsible for having the proper internet connection and devices to use our Services. If you use wireless devices, you might have to pay extra fees to your mobile network. And while we try to make sure our Services work on most devices, we can’t guarantee they’ll work perfectly on every single one.

15.       PLATFORM CHARGES

We may impose a nominal fee for accessing and making purchases on the Platform. The fee is subject to change at our discretion with the Platform reserving the right to modify existing Services/fees or introduce new Services/fees. In the event of such changes, we may introduce fees for new Services or amend/introduce fees for existing Services. Any modifications to the fees will be communicated through postings on the Platform, and these changes will be effective immediately upon posting. All fees will be quoted in the United States Dollars until otherwise specified by us. Users are solely responsible for ensuring compliance with all applicable laws, including those in the United States, regarding payments.

16.       SECURITY OF YOUR INFORMATION

Please take a moment to review our Privacy Policy which governs not only your visit to the Platform but also details the terms related to the collection of information from you, security measures, access to your data, and the transfer of your information. Rest assured, any personal information or data you share with us while using the Platform is treated with the utmost confidentiality and is strictly handled in accordance with our Privacy Policy, as well as applicable laws and regulations. If you have any objections to the transfer or use of your information, we kindly advise against using the Platform. Your privacy and trust are of utmost importance to us, and we strive to maintain the highest standards of data protection and security.

17.       TERMINATION

  17.1.    These legal Terms shall remain in full force and effect while you use the Platform and/or Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES AND/OR PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR USER ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

  17.2.    If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

  17.3.    Users have the liberty to terminate their Accounts whenever they wish by adhering to the instructions that are clearly outlined on the Platform.

  17.4.    Clauses including Indemnity, Disclaimer, and Limitation of Liability shall survive termination of these Terms.

Except where we suspend or terminate an Account for a material breach of these Terms, for unlawful use, or where required by law, we will give you at least thirty (30) (thirty) days’ prior written notice before terminating your Account.

Following termination for any reason, we will make your User Content available for export in a commonly used machine-readable format for a period of thirty (30) days, after which it may be permanently deleted. This period does not apply where deletion is required by law or by a valid order of a competent authority.

18.       MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Platform and/or Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We cannot guarantee that the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. Subject to Section 20, you agree that we have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these legal Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

19.       DISCLAIMERS

19.1.       THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, AND (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY. WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

19.2.       You recognize that utilizing Services and engaging with third-party services through the Platform involves inherent risks. We cannot ensure specific outcomes from such interactions and usage. Therefore, you assume all associated risks, liabilities, and potential harm that may arise from these interactions. These risks include but are not limited to, misrepresentation of information by third-party services, breaches of warranty or contract, rights violations, and any resulting claims or consequences.

19.3.     While our AI Services are designed to provide intelligent recommendations and insights, the results generated by these services may not always be accurate, complete, or reliable. Further, the outputs are influenced by the data you provide as well as the AI’s inherent limitations. We do not guarantee that the AI-generated outputs will meet your specific needs or expectations.

19.4.     You are solely responsible for assessing and verifying the results produced by our AI Services before making any decisions or taking any actions based on these results. We advise against using AI-generated outputs as the sole basis for significant decisions that could impact individuals or businesses.

19.5.     Utilizing AI Services involves inherent risks, including but not limited to potential misrepresentations of information, data inaccuracies, and limitations of AI technology. By using our AI Services, you assume all risks associated with these uncertainties and agree to hold us harmless from any claims or liabilities arising from the use of AI-generated output.

19.6.       Except as provided in these Terms, no further warranty, condition, undertaking, or term, express or implied, statutory or otherwise as to the condition, quality, performance, or fitness for the purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.

19.7.       We do not recommend the use of the Services for hosting personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.

20.       LIMITATION OF LIABILITY

20.1.       We bear no responsibility for any secondary, resultant, or incidental harm that may occur due to the utilization or inability to utilize the Platform and/or Services.

20.2.       In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Platform and/or Services, even if we have been advised of the possibility of such damages.

  20.3.    We shall not be liable for:

        20.3.1.       Unsuccessful transactions, delays, or financial losses due to events beyond our control or third-party services;

        20.3.2.       The Platform not meeting individual requirements, containing defects, or causing damage due to cyber attacks or other breaches beyond our control;

        20.3.3.       Internet transmissions not being entirely private or secure; messages may be read by others; and/or

        20.3.4.       Under various legal theories, we shall not be liable for loss of profits, revenue, goodwill, or any indirect or consequential damages arising from the use of the Platform and/or Services. Users should be aware of potential risks in internet transmissions.

  20.4.    Omicron shall not be held liable for any loss of business or sales resulting from information updated on the merchant’s store. It is entirely the merchant’s responsibility to thoroughly test Software and ensure its compatibility and proper functioning with their business operations.

 20.5.    You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for our Services to you, and such limitations will apply even if we have been advised of the possibility of such liabilities.

Our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the total Fees paid by you to us for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for willful misconduct or gross negligence, for breach of our confidentiality obligations, for our indemnification obligations relating to third-party intellectual property claims, or for any other liability that cannot be excluded or limited under applicable law.

21.       INDEMNIFICATION

You are solely and exclusively responsible for your use of the Services:

  20.1.    You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand received or suffered by us, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of (1) your contributions; (2) your use of the Platform, Services, Platform, and/or User Content; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) any overt harmful act toward any other User of the Platform with whom you connected via the Platform; or (7) any inaccuracies or errors in the results provided by the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.

22.       DISPUTE RESOLUTION AND GOVERNING LAW

  22.1.    You expressly acknowledge and agree that we shall have the right to enforce these Terms against you.

  22.2.    These Terms shall be construed in accordance with the applicable laws of Florida, United States.

  22.3.    If any dispute or claim arises from or in connection with (i) these Terms, (ii) your access to or use of our Platform and/or Services, the relevant parties shall resolve the dispute through amicable negotiations.

  22.4.    In the event that the dispute is not resolved through amicable negotiations, you agree to submit the dispute to the Arbitration for determination. Notwithstanding the foregoing, you agree that (i) we have the right to bring any proceedings before any court/forum of competent jurisdiction and you irrevocably submit to the jurisdiction of such courts or forum; and (ii) any proceeding brought by you shall be exclusively before the courts in South Miami, Florida, United States.

The courts identified above have jurisdiction solely for the purposes of interim relief and the enforcement of any arbitral award; all other disputes shall be resolved by arbitration as set out in this Section.

Nothing in this Section deprives a consumer resident in the European Union or the United Kingdom of the protection of the mandatory provisions of the law of their country of residence, or of the right to bring proceedings before the courts of that country. Where you contract with us as a consumer in those territories, this Section applies only to the extent permitted by applicable law.

23.       MISCELLANEOUS

  23.1.    You understand that we will not be liable to you if we are prevented from, or delayed in, providing the Services due to acts, events, omissions, or accidents beyond our reasonable control (“Unavoidable Events”). Where an Unavoidable Event occurs, we will attempt to recommence the provision of the Services as soon as reasonably practicable.

  23.2.    We may assign any or all of our rights and obligations to any person or affiliate entity at any time. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.

  23.3.    You acknowledge that there is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Services.

24.      CONFIDENTIALITY

We will treat your User Content and any non-public information you provide in connection with the Services as confidential. We will not access, use, or disclose it except as necessary to provide, secure, and support the Services, to comply with a legal obligation, or with your instruction or consent.

We limit access to personnel who require it to perform their duties, and we bind those personnel and our subprocessors to confidentiality obligations no less protective than those set out here. These obligations survive termination of your Account.

25.       DATA PROTECTION

Our Privacy Policy forms part of these Terms and describes how we handle personal information.

Where you use the Services on behalf of an organization and submit personal information relating to third parties — including your customers, suppliers, employees, and other counterparties — that organization acts as the data controller of such information and Omicron acts as its processor. The organization is responsible for having a lawful basis for the information it records, for providing any required notices to the individuals concerned, and for the accuracy and lawfulness of the instructions it gives us. Where we and an organization have entered into a Data Processing Addendum, that addendum governs this processing and forms part of these Terms.

26.       CONTACT

If you require further information or have any inquiries or concerns regarding the Terms, please do not hesitate to contact us in writing at:

Email: compliance@omicrongs.com