Terms of Service

These Terms and Conditions constitute a formal agreement between you, our esteemed clients ("Clients"), and Omnia Automation, a duly incorporated company in the State of Philadelphia. This agreement governs your access to and use of our services and the www.omniaautomation.us website (the "Site"), including software, data feeds, information, tools, functionalities, and any customer service solutions provided and operated by Omnia Automation (collectively referred to as the "Services").

By engaging with our Services—whether through visiting, accessing, or using them—you acknowledge and agree to be bound by this Agreement from the first date of such interaction (the "Effective Date"). If you are representing a company, organization, or another legal entity (an "Entity"), by accepting this Agreement, you confirm that you have the authority to bind the Entity and its Affiliates to these terms. References to "Client," "Customers," "You," "Your," and similar terms include the Entity and its Affiliates. If you lack such authority or disagree with any part of this Agreement, you must not use or authorize the use of the Services.

Omnia Automation reserves the right to modify these Terms and Conditions at our discretion. In the event of changes, we will update the "Effective Date" at the top of this document and provide advance notice on the "Terms and Conditions Update" page of our website. We may also directly notify Clients through contact information, email, or other communication methods. The revised Terms and Conditions will be effective from the newly stated effective date. Your continued use of the Services and/or Site following any changes signifies your acceptance and agreement to the modified terms.

2. Use of the Services

2.1. An Overview of Omnia Automation Services

OmniaBot: Omnia Automation proudly presents an array of innovative services, beginning with OmniaBot. This advanced tool facilitates seamless conversations and superior customer service by acting as a bridge between Omnia Automation (or our Clients) and Users. Key features include:

• Interactive Sessions: OmniaBot engages in interactive dialogues, termed "Sessions," addressing user inquiries and needs. Sessions commence upon user initiation or specific bot-triggered actions.
• Customized Responses: Tailored to client requirements, OmniaBot provides precise and relevant responses to user queries.
• Session Duration: A Session includes unlimited interactions and concludes under circumstances like user inactivity, redirection to another channel, or user-initiated termination.

Omnia Automation is dedicated to elevating user engagement and optimizing client interactions through these innovative solutions, offering a world of efficiency and customer satisfaction.

2.2. Service Modifications and Site Changes

As a valued client of Omnia Automation, your satisfaction is our priority. To ensure an evolving and enhanced experience during your subscription term, please be aware of the following:

• Modifications to Services: The features and functionalities of our Services are subject to continuous improvement. We may modify them to better align with your needs and adapt to evolving market requirements.
• Updates to Our Sites: We reserve the right to update our Sites at any time. These updates may include adding, removing, suspending, or ceasing specific features or functionalities. While we strive to communicate such updates, they may occur with or without direct notice to you.
• Implementation of Fees: We maintain the flexibility to introduce fees for any of our features at any point. In the event of such changes, we commit to communicating them appropriately.
• Your Choice in Changes: Your satisfaction is paramount. If any modification doesn’t align with your requirements, you have the freedom to discontinue using our Sites or Services. However, by choosing to use any updated or modified features, functionalities, channels, Sites, or Services, you agree to be responsible for any applicable charges.

We appreciate your understanding and are committed to transparent communication regarding any changes that may impact your experience with Omnia Automation.

2.3. Notice of Significant Changes

At Omnia Automation, we prioritize consistency and reliability in our Services. To uphold this commitment:

• Advance Notice: We pledge to provide you with commercially reasonable advance notice in the event of any deprecation of a material feature or functionality. This proactive approach ensures that you have ample time to adapt to significant changes, empowering you to make informed decisions regarding your use of our Services.

We appreciate your partnership and aim to foster transparency in our communication to maintain a seamless and beneficial experience for you as our valued client.

3. Knowledge

3.1. Creation and Sharing of Knowledge

As an integral part of our Services, Clients have the capability to create, publish, or upload various forms of content, encompassing information, links, photos, videos, and other materials collectively referred to as "Knowledge." While sharing this Knowledge with third parties is encouraged, Clients must adhere to the following guidelines:

• Prohibited Content: Clients are prohibited from creating, uploading, or publishing Knowledge that:
  • Poses a risk of harm, injury, emotional distress, death, disability, disfigurement, or illness to any person or animal.
  • Could potentially cause damage to individuals or property.
  • Exploits or harms minors in any manner.
  • Contributes to criminal activities or torts.
  • Contains illegal, harmful, abusive, racially or ethnically offensive, defamatory content, or violates personal privacy.
  • Involves the sharing of unlawful information or breaches confidentiality agreements.
  • Contains information beyond the Client's authority to disclose.
  • Is known to be incorrect or outdated.
  • Infringes upon the rights of third parties, including intellectual property and privacy rights.

We appreciate your commitment to maintaining a positive and lawful online environment through responsible creation and sharing of Knowledge.

3.2. Ownership and Use of Knowledge

Ownership: Clients maintain full ownership of the Knowledge they create.

Authorization to Omnia Automation: By utilizing our Services, Clients grant Omnia Automation permission to use, process, and distribute their Knowledge. This authorization is necessary for the seamless provision of Services and compliance with any technical or legal requirements.

Clients also acknowledge that Omnia Automation may leverage their Knowledge, along with interactions and content, to enhance its algorithms and artificial intelligence processes.

We appreciate your trust and cooperation in allowing us to optimize our services for your benefit.

3.3. Liability for Knowledge Sharing

Omnia Automation's Limited Liability: Omnia Automation holds no liability for any unauthorized copying, sharing, or disclosure of Knowledge by Users or third parties. Clients acknowledge that sharing Knowledge through the Services does not confer copyright registration or protection.

3.4. Rights and Responsibilities of Omnia Automation

Content Moderation: Omnia Automation reserves the right, though not obligated, to refuse or remove any Knowledge that violates these terms.

Legal Compliance and Safety: Omnia Automation may access, preserve, and disclose any information deemed necessary to:

• Comply with legal obligations.
• Enforce these Terms and Conditions.
• Address fraud, security, or technical issues.
• Respond to user support requests.
• Protect the rights, property, or safety of Omnia Automation, its users, and the public.

4. Use of the Knowledge

4.1. Responsibility for Knowledge

Creator's Responsibility: The Knowledge present in the Services, whether shared publicly or transmitted privately by Users, is the sole responsibility of the individual or entity that created it. Omnia Automation does not endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any Knowledge created, uploaded, or published within the Services. Omnia Automation also does not endorse any opinions expressed through the Services.

Limitation of Omnia Automation’s Role: Omnia Automation lacks the capacity to monitor, control, or supervise the Knowledge created, uploaded, or published using the Services. Consequently, Omnia Automation cannot be held liable for any Knowledge or for any loss or damage incurred from using any Knowledge contained on the Platforms.

4.2. Clients' Use and Reliance

Clients' Discretion and Liability: Clients who choose to use or rely on any Knowledge or materials created, uploaded, or published using the Services do so at their own risk. Clients acknowledge that they are solely responsible for their use of the Services, the Knowledge they provide through them, and the resulting consequences. This responsibility extends to the use of their Knowledge by other Users and third parties.

Client Representations and Warranties: Clients represent and warrant that they possess all necessary rights, powers, and authority to grant the rights conferred under this document for any Knowledge they provide. This includes ensuring that they are not infringing upon the rights of any third parties in the process of creating and sharing their Knowledge.

5. Setting up the Service

5.1. Client Responsibilities in Service Setup

Compliance with Technical Requirements: Clients are required to adhere to specific technical requirements and specifications outlined by Omnia Automation for the efficient setup and operation of the Service. These requirements, essential for optimal functionality, may be periodically updated or specified by Omnia Automation in writing. Such updates may include enhancements aimed at improving other services offered by Omnia Automation that Clients may find beneficial.

Technical Specifications and Operations: To ensure a seamless integration and operation of the Service, Clients must undertake the following responsibilities:

• Integration of Omnia Automation Software: This involves incorporating software code, tags, and cookies provided by Omnia Automation into the Client’s websites and, where applicable, into email newsletters.
• Catalogue Files Submission: Clients may be required to submit catalogue files, including product listings, descriptions, prices, and other relevant information for the Service to function effectively.
• Technical Support Cooperation: In the event of technical issues, Clients are expected to cooperate with Omnia Automation's technical support team to identify, troubleshoot, and resolve any challenges encountered during the setup and operation of the Service.

We appreciate your collaboration in adhering to these technical requirements and responsibilities for a successful setup and operation of the Service.

5.2. Customization of the Service

Client Configuration: Omnia Automation provides certain customization features that allow Clients to configure and personalize the appearance and behavior of the Service to align with their branding and user experience preferences. Clients are responsible for managing these configurations, including:

• Brand Customization: Personalizing the look and feel of the Service to match the Client's brand identity.
• Behavioral Settings: Configuring the Service's behavior to align with the Client's specific requirements and preferences.

Clients are encouraged to explore and leverage these customization features to optimize their use of the Service and enhance the overall user experience.

5.3. Service Compatibility and Updates

Compatibility Checks: Clients are responsible for ensuring the compatibility of their systems, websites, and platforms with the Service. Omnia Automation may provide guidelines and recommendations to assist Clients in conducting these compatibility checks.

Software Updates: Omnia Automation reserves the right to release updates, enhancements, or new versions of the Service. Clients are encouraged to promptly implement these updates to benefit from improved features, performance, and security measures.

We appreciate your diligence in staying informed about updates and maintaining compatibility with the latest versions of the Service for an optimized experience.

6. Confidentiality

6.1. Definition of Confidential Information

Confidential Information: For the purposes of this Agreement, "Confidential Information" includes all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, but is not limited to, trade secrets, technical information, business strategies, marketing plans, financial information, customer lists, and any information that, if disclosed, might be competitively harmful to the Disclosing Party.

6.2. Obligations Regarding Confidential Information

Obligations of Receiving Party: The Receiving Party agrees to maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care as it uses to protect its own confidential information, and in no event less than a reasonable degree of care.

The Receiving Party agrees not to disclose, reproduce, distribute, or use the Disclosing Party's Confidential Information for any purpose other than the performance of its obligations under this Agreement.

The Receiving Party may disclose the Confidential Information of the Disclosing Party only to its employees, contractors, or agents who need access to such information for the performance of their duties and who are bound by obligations of confidentiality substantially similar to those contained in this Agreement.

6.3. Exclusions from Confidential Information

The obligations of confidentiality set forth in this Agreement shall not apply to information that is:

• Already known to the Receiving Party without an obligation of confidentiality.
• Publicly available or becomes publicly available other than through a breach of this Agreement by the Receiving Party.
• Independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information.
• Rightfully received by the Receiving Party from a third party without restriction on disclosure.

6.4. Permitted Disclosures

The Receiving Party may disclose Confidential Information to the extent required by law or regulation, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to the disclosure and assists the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate protection for the Confidential Information.

The Receiving Party acknowledges that any unauthorized disclosure or use of the Disclosing Party's Confidential Information may cause irreparable harm to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Disclosing Party is entitled to seek injunctive relief, including a temporary restraining order or a preliminary injunction, in addition to any other remedies it may have at law or in equity.

7. Termination

7.1. Termination by Either Party

Either party may terminate this Agreement for any reason by providing the other party with at least 30 days' written notice.

7.2. Termination for Material Breach

Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement and fails to remedy such breach within 15 days after receiving written notice of the breach.

7.3. Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or seeking reorganization, or has a receiver appointed.

7.4. Termination for Legal Compliance

Omnia Automation may terminate this Agreement immediately upon written notice if continued provision of the Services would violate any applicable law or regulation.

7.5. Effect of Termination

Upon termination of this Agreement:

• The Client's right to access and use the Services will cease immediately.
• All fees owed by the Client to Omnia Automation will become immediately due and payable.
• Each party shall return or destroy the Confidential Information of the other party in its possession or control.
• Termination shall not affect any rights or obligations that, by their nature, should survive termination, including but not limited to confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

8. Indemnification

8.1. Indemnification by Omnia Automation

Omnia Automation shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with any third-party claim that the Services infringe any patent, copyright, trademark, trade secret, or other intellectual property right of any third party.

8.2. Indemnification by the Client

The Client shall indemnify, defend, and hold harmless Omnia Automation from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with:

• The Client's use of the Services in violation of this Agreement.
• Any claim that the Client's Knowledge infringes any patent, copyright, trademark, trade secret, or other intellectual property right of any third party.
• Any breach of the Client's confidentiality obligations under this Agreement.

8.3. Indemnification Process

The indemnified party shall promptly notify the indemnifying party in writing of any claim for indemnification, provided that the failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure.

The indemnifying party shall have the right to control the defense and settlement of any such claim; provided, however, that the indemnified party may participate in the defense of such claim at its expense.

9. Limitation of Liability

9.1. Consequential Damages

In no event shall either party be liable for any consequential, indirect, special, punitive, or incidental damages, or lost profits or revenues, whether in contract, tort, or otherwise, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

9.2. Total Liability

In no event shall the total liability of either party arising out of or in connection with this Agreement exceed the total amount paid by the Client to Omnia Automation under this Agreement in the 12-month period preceding the event giving rise to the liability.

9.3. Exceptions

The limitations set forth in this Section 9 shall not apply to claims arising out of or in connection with a party's indemnification obligations under this Agreement, a party's breach of its confidentiality obligations, or a party's gross negligence or willful misconduct.

10. Governing Law

10.1. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Philadelphia, without regard to its conflicts of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be instituted in the federal or state courts located in the State of Philadelphia, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

10.2. Waiver of Jury Trial

Each party hereby waives any right to jury trial in connection with any action or proceeding arising out of or relating to this Agreement.

11. Miscellaneous

11.1. Entire Agreement

This Agreement, together with any exhibits or addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

11.2. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to give full effect to the original intent of the parties.

11.3. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is to be asserted. The waiver by either party of any breach or default in performance shall not be deemed to constitute a waiver of any other or subsequent breach or default.

11.4. Assignment

The Client may not assign or transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of Omnia Automation. Omnia Automation may freely assign or transfer this Agreement without restriction. Any attempted assignment or transfer in violation of this Section shall be null and void.

11.5. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is due to causes beyond its reasonable control, including, but not limited to, war, acts of terrorism, pandemics, strikes, floods, fires, sabotage, earthquakes, riots, civil unrest, and acts of God, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

11.6. Contact Information

For any questions or concerns related to this Agreement, please contact Omnia Automation at the following address:

This Agreement is effective as of the Effective Date first above written.