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Terms of Service

Last Updated: July 26, 2026
Effective: August 25, 2026

Important Notices — Read First

THIS IS A BINDING CONTRACT. By creating an account, clicking to accept, or accessing or using the Omnymous platform, you enter into a legally binding agreement with Omnymous, LLC ("Omnymous," "we," "us"). If you do not agree, do not use the Platform.

THIS IS A BUSINESS-TO-BUSINESS AGREEMENT. The Platform is offered solely to businesses for business purposes. It is not offered to consumers, and consumer-protection rules that depend on consumer status do not apply. You represent that you are acting on behalf of a business entity and are authorized to bind it.

THESE TERMS LIMIT OUR LIABILITY AND REQUIRE INDIVIDUAL ARBITRATION. Section 21 caps our total liability and excludes entire categories of damages — including advertising spend. Section 24 requires most disputes to be resolved by binding individual arbitration and waives jury trials and class actions. Read those sections carefully.

YOU REMAIN RESPONSIBLE FOR YOUR ADVERTISING, YOUR CLAIMS, AND YOUR MONEY. Omnymous is a tool. It generates drafts, transmits your instructions to platforms you connect, and estimates outcomes. It does not review your advertising for legal compliance, does not control your ad accounts' spending, and does not produce records of account. Sections 6 through 12 explain exactly where the boundary sits.

EFFECTIVE DATE. For accounts created on or after August 25, 2026, these Terms apply on acceptance. For accounts existing before that date, these Terms replace the prior version on August 25, 2026, which is at least thirty (30) days after posting.

1. The Agreement

1.1 Structure

This agreement (the "Agreement") consists of, in descending order of precedence in the event of conflict:

  1. any written order form, enterprise agreement, or amendment signed by both parties ("Order Form");
  2. the Data Processing Addendum at omnymous.com/dpa (the "DPA"), which controls exclusively as to the processing of personal data;
  3. these Terms of Service;
  4. Schedule A (Acceptable Use Policy) and Schedule B (Service-Specific Terms), each incorporated by reference; and
  5. the Privacy Policy at omnymous.com/privacy.

No purchase order, vendor portal terms, click-through terms, procurement conditions, or other document issued by you forms part of this Agreement, even if we accept, acknowledge, or perform against it. Any such terms are expressly rejected.

1.2 Acceptance and authority

You represent and warrant that: (a) you are at least 18 years old; (b) you have authority to bind the entity you identify during registration (the "Customer"); (c) the Customer is a validly formed business entity or a sole proprietor acting for business purposes; (d) all registration information is accurate and kept current; and (e) neither you nor the Customer is subject to sanctions or located in an embargoed jurisdiction (Section 25.9).

"You" means the Customer and, where the context requires, the individual accepting these Terms.

1.3 Changes to these Terms

We may modify this Agreement. For modifications that materially reduce your rights or materially increase your obligations, we will provide at least thirty (30) days' notice by email to your account's notice address or by in-Platform notice, and the change takes effect at the end of that period. All other modifications — including clarifications, additions of new features and their terms, and changes required by law, by a Connected Platform, or by a regulator — take effect when posted.

If you do not accept a material modification, your exclusive remedy is to terminate the Agreement before the change takes effect and receive a refund of prepaid, unused fees for the terminated portion of the then-current Subscription Term, calculated on a straight-line basis. Continued use after the effective date constitutes acceptance.

We may modify Schedule A (Acceptable Use Policy) at any time effective on posting; the Acceptable Use Policy governs conduct, not commercial terms, and must be able to respond to abuse in real time.

2. Definitions

"Account" — the Customer's registered account and Organization workspace on the Platform.

"Agent Access Key" — an Organization-scoped bearer credential that authenticates an external software agent to the Platform's programmatic (MCP) endpoint.

"AI Provider" — a third-party artificial intelligence or model provider (including OpenAI, Anthropic, and Google) whose services are accessed through the Platform using Provider Credentials.

"Connected Platform" — any third-party service you connect to the Platform, including Shopify, Meta (Facebook/Instagram), Google, TikTok, other advertising or e-commerce platforms, and AI Providers.

"Customer Data" — all data, content, files, prompts, parameters, brand materials, product information, and other materials that you or your Users submit to the Platform, and all data the Platform retrieves from a Connected Platform at your direction, including End-Consumer Data.

"Documentation" — the then-current user documentation we publish for the Platform, including at docs.omnymous.com.

"End-Consumer Data" — personal data relating to your customers, prospective customers, and website visitors that is processed through the Platform, including data ingested from Connected Platforms and data collected by the Omnymous Pixel.

"Organization" — the multi-tenant workspace boundary under which your stores, Users, data, and Output are held.

"Output" — any content generated through the Platform's AI features, including research reports, marketing variables, copy, images, page content, insights, and assistant responses.

"Platform" or "Services" — the Omnymous software-as-a-service application and all of its features, APIs, extensions, the Omnymous Pixel, the programmatic (MCP) endpoint, and related services.

"Provider Credentials" — the API keys or credentials you supply for your own accounts with AI Providers.

"Service Data" — configuration, telemetry, logs, metadata, usage measurements, performance data, and diagnostic information generated by or derived from the operation of the Platform, excluding the substantive content of Customer Data and Output.

"Subscription Term" — the monthly or annual period for which you have paid, and each renewal of it.

"Users" — individuals you authorize to access the Platform under your Organization, including employees, contractors, and agents.

3. The Platform, Accounts, and Users

3.1 Grant

Subject to your compliance with this Agreement and payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Platform for your internal business purposes and for the businesses whose stores are connected to your Organization.

3.2 Reservation of rights

We reserve all rights not expressly granted. Nothing in this Agreement transfers ownership of the Platform or any part of it. You receive a subscription to a service, not a copy of software.

3.3 Restrictions

You will not, and will not permit any User or third party to: (a) copy, modify, translate, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble any part of the Platform, or attempt to derive its source code, models, prompts, algorithms, or architecture, except where such restriction is prohibited by applicable law and then only to the minimum extent required; (c) rent, lease, resell, sublicense, time-share, or provide the Platform as a service bureau to any third party; (d) access the Platform to build a competing or substantially similar product, or for competitive benchmarking or analysis without our prior written consent; (e) remove or obscure proprietary notices; (f) circumvent or attempt to circumvent usage limits, rate limits, quotas, access controls, or security measures; (g) use automated means to scrape, extract, or harvest the Platform's interfaces, other than through interfaces we document for that purpose; or (h) use the Platform in violation of Schedule A.

3.4 Users, roles, and responsibility

You may invite Users and assign roles (owner, admin, manager, member, viewer). You are responsible for all activity under your Account and for every act and omission of your Users as if they were your own. You will ensure Users comply with this Agreement, will provision and de-provision access promptly, and will not permit credential sharing.

You are responsible for maintaining the confidentiality of credentials and for notifying us at security@omnymous.com without undue delay after becoming aware of any unauthorized access or suspected compromise. We are not liable for loss arising from your failure to secure credentials, from a User's actions, or from your delay in revoking access.

3.5 Changes to the Platform

The Platform is under active and continuous development. We may add, change, deprecate, or remove features, models, methodologies, integrations, and interfaces at any time. Where a change removes material functionality you are actively using, we will use commercially reasonable efforts to provide reasonable advance notice. We do not guarantee that any feature, integration, model, metric, or methodology will remain available, unchanged, or backward compatible. Your subscription is to the Platform as a whole, not to any particular feature.

4. Subscription, Fees, and Payment

4.1 The plan

The Platform is offered on a single subscription plan, billed monthly or annually at the price published at omnymous.com at the time of purchase or renewal, plus per-store fees for stores beyond those included in the base price. Published plan inclusions (such as connected stores, storage allocation, team seats, and connected ad accounts) are part of the plan; where an inclusion is described as unlimited, it is subject to Section 4.8.

AI generation is not sold by us and is not included in the subscription fee. The Platform operates on a bring-your-own-key basis. See Section 6.

4.2 Authorization to charge

You authorize us and our payment processor to charge your designated payment method for all fees, including recurring fees, quantity increases, applicable taxes, and any amounts that become due under this Agreement. You will keep a valid payment method on file at all times during the Subscription Term.

4.3 Automatic renewal

YOUR SUBSCRIPTION RENEWS AUTOMATICALLY at the end of each Subscription Term for a further term of the same length, at the then-current price, unless you cancel through the Platform before the end of the then-current term. Cancellation takes effect at the end of the current Subscription Term; you retain access until then.

4.4 Price changes

We may change prices. A price change applies at your next renewal following at least thirty (30) days' notice. If you do not accept a price change, your remedy is to cancel before that renewal.

4.5 Quantity changes

Connecting a store beyond your paid allocation increases your billed quantity. Increases take effect immediately and are prorated for the remainder of the current billing period. Decreases take effect at the start of the next billing period; we do not issue refunds or credits for decreases mid-period.

4.6 Fees are non-refundable

ALL FEES ARE NON-REFUNDABLE AND NON-CANCELABLE EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. We do not prorate or refund for partial periods, unused capacity, unused features, cancellation, downgrade, suspension or termination for your breach, inactivity, or the unavailability of any Connected Platform. The only refunds contemplated by this Agreement are those in Sections 1.3, 20.2, and 23.5.

4.7 Taxes and withholding

Fees are exclusive of all taxes, levies, duties, and similar assessments ("Taxes"), other than taxes on our net income. You are responsible for all Taxes associated with your purchase and will pay them, or reimburse us if we are required to collect or remit them. If you are required by law to withhold any amount from a payment, you will gross up the payment so that we receive the full amount we would have received had no withholding been required. If you claim a tax exemption, you must provide valid documentation in advance; exemptions are not applied retroactively.

4.8 Fair use, quotas, and excess consumption

Capacity described as "unlimited" means without a fixed numeric cap under normal business use by a single Organization; it does not license consumption that is disproportionate, automated, resold, or that materially degrades the Platform for others. If your consumption of storage, compute, request volume, or other resources materially exceeds normal use for a single Organization, or exceeds a published quota, we may — after notice where practical — throttle, apply overage charges at our published or then-reasonable rates, require an Order Form, restrict the excess consumption, or suspend the offending activity.

4.9 Late payment, dunning, and suspension

Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum permitted by law, from the due date until paid. You will reimburse our reasonable costs of collection, including attorneys' fees. If a charge fails, we may retry, and we may suspend or restrict access following notice and a grace period. Suspension for non-payment does not relieve you of the obligation to pay, and fees continue to accrue during suspension.

4.10 Disputed charges

You must notify us in writing at billing@omnymous.com of any billing dispute within sixty (60) days of the invoice or charge date, with reasonable detail. Charges not disputed within that period are final and waived. You may not withhold payment of undisputed amounts.

4.11 Promotional and partner pricing

Discounts, partner codes, and promotional pricing apply only to the stated scope and period, are single-use unless stated otherwise, are not transferable or redeemable for cash, cannot be combined unless stated, and expire at the end of the promotional period, after which standard pricing applies. We may void promotional pricing obtained through misrepresentation or abuse.

5. Your Responsibilities and Required Inputs

The Platform depends on inputs and connections you control. You are responsible for:

  1. Provider Credentials. Obtaining, funding, securing, rotating, and maintaining valid AI Provider API keys (Section 6).
  2. Connected Platforms. Maintaining your accounts, permissions, scopes, tokens, and good standing with Shopify, advertising platforms, and every other Connected Platform, and complying with their terms.
  3. Accuracy of inputs. The accuracy, quality, legality, and rights clearance of Customer Data — including product data, cost figures, brand claims, uploaded assets, and knowledge materials. Cost, margin, and pricing inputs you provide drive every economic figure the Platform reports; if they are wrong, its outputs are wrong.
  4. Review of Output. Reviewing, verifying, and approving all Output before publication or use (Section 7.3).
  5. Legal compliance in your marketing. Advertising law, claim substantiation, disclosures, endorsements and testimonials, pricing and discount representations, industry-specific regulation, intellectual property clearance, and platform advertising policies.
  6. Privacy compliance for your data subjects. Notices, lawful bases, consent, opt-outs, and data subject requests for End-Consumer Data (Section 11 and the DPA).
  7. Your own records. Maintaining your books, financial records, and backups independently of the Platform (Section 10).

6. AI Features and the Bring-Your-Own-Key Model

This section is central to the allocation of risk in this Agreement. Read it in full.

6.1 We do not resell AI

The Platform does not include, resell, or provide artificial intelligence inference capacity. All AI generation performed through the Platform executes against your own accounts with AI Providers, authenticated with your own Provider Credentials, under your own contracts with those providers, and billed directly to you by those providers.

6.2 We act at your direction

When you invoke an AI feature, you instruct us to transmit your inputs to the AI Provider you have configured, using your Provider Credentials, and to return the result to your workspace. In doing so we act solely as a conduit and technical agent at your direction. We are not a party to your agreement with any AI Provider and acquire no rights or obligations under it.

6.3 Your relationship with AI Providers

You represent that you have entered into, and will maintain, valid agreements with each AI Provider you configure, and that your use of the Platform complies with their terms, usage policies, and content policies. You are solely responsible for:

  1. all charges, fees, and overages billed by AI Providers, without limit;
  2. compliance with AI Provider terms, acceptable use policies, and content policies, including any consequences of violating them such as suspension or termination of your provider account;
  3. the AI Providers' data handling, retention, training, and security practices, which are governed by your agreements with them and are outside our control;
  4. rate limits, quotas, throttling, model deprecations, pricing changes, regional availability, and service interruptions imposed by AI Providers; and
  5. selecting models appropriate to your use case, including any model whose provider terms restrict particular uses.

WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING ANY AI PROVIDER, INCLUDING AS TO AVAILABILITY, PERFORMANCE, COST, DATA PRACTICES, MODEL BEHAVIOR, OR CONTINUED EXISTENCE. A change by an AI Provider that degrades or eliminates Platform functionality is not a breach of this Agreement by us and does not entitle you to a refund.

6.4 Credential handling

We store Provider Credentials encrypted using AES-256-GCM and use them only to execute AI operations you initiate. Notwithstanding that:

  1. you acknowledge the inherent risk of entrusting third-party credentials to any system;
  2. you should issue keys scoped and limited to this use, with spending limits configured at the provider;
  3. you will rotate or revoke keys promptly if compromise is suspected and notify us at security@omnymous.com;
  4. we cannot recover a lost, revoked, or corrupted key; and
  5. we are not liable for charges incurred on your Provider Credentials, whether resulting from your use, a User's use, an Agent Access Key, an error in your configuration, a defect in the Platform, or unauthorized access — except to the extent such charges result from our gross negligence or willful misconduct, and then subject to Section 21.

6.5 Usage measurement is an estimate

The Platform records model usage and displays estimated costs derived from published provider rates. These figures are estimates for your internal visibility only. They are not invoices, are not reconciled to provider billing, and may diverge from what your AI Provider actually charges. Your AI Provider's own billing records control. See also Section 10.

6.6 Cessation of AI features

If your Provider Credentials are absent, invalid, exhausted, rate-limited, or rejected, AI features will not operate. That is not a failure of the Platform and does not entitle you to any refund, credit, or remedy.

7. Output

7.1 Ownership

As between you and us, and subject to Section 7.2, you own the Output generated for your Organization, together with your inputs and prompts. We assign to you whatever interest we may hold in Output generated for you, to the extent such interest exists and is assignable.

7.2 Limits on what ownership means

You acknowledge that:

  1. Ownership of AI Output is legally uncertain. Material generated without sufficient human authorship may not be protectable by copyright in the United States or elsewhere. We make no representation that any Output is protectable, original, or owned by anyone.
  2. Output is not exclusive. Generative models produce similar or identical results for different users from similar inputs. Other customers may receive Output substantially similar to yours. We grant no exclusivity and will not restrict others' Output.
  3. Output may reproduce third-party material. Output may resemble, incorporate, or reproduce existing works, marks, likenesses, or protected expression. We do not warrant that Output is non-infringing. Section 22.2 expressly excludes Output from any indemnity we provide.
  4. Research Output quotes third parties. Research and voice-of-customer features surface excerpts of third-party content, including user-generated content and reviews. That content belongs to its authors and platforms, not to you or to us. See Section 12.

7.3 Your review obligation

YOU MUST REVIEW, VERIFY, AND APPROVE ALL OUTPUT BEFORE PUBLISHING OR USING IT. Specifically, before use you will:

  1. verify every factual claim, statistic, citation, quotation, price, and product attribute;
  2. confirm the Output complies with applicable advertising, consumer protection, and industry-specific law, and with the policies of every platform on which it will run;
  3. substantiate any performance, health, efficacy, environmental, earnings, or comparative claim before it is made, and hold that substantiation;
  4. clear all necessary rights for any third-party material, likeness, mark, or quotation;
  5. apply any disclosure or labelling required for AI-generated or synthetic content in your jurisdiction or on your chosen platform; and
  6. correct or discard Output that is inaccurate, misleading, biased, offensive, or infringing.

Output is a draft, not advice and not a deliverable. It is not legal, medical, financial, tax, accounting, investment, or regulatory advice. Reliance on unreviewed Output is unreasonable, and you assume all risk of it.

7.4 License to us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, index, reformat, and process Customer Data and Output solely to: (a) provide, maintain, secure, and support the Platform for you; (b) prevent, detect, and investigate abuse, fraud, and security incidents; (c) comply with law; and (d) create Service Data and de-identified and aggregated data under Section 15.3. This license ends when the relevant data is deleted under Section 23.6, except for de-identified and aggregated data and for copies retained in backups or as required by law.

7.5 We do not train models on your content

We do not use Customer Data or Output to train, fine-tune, or improve any generative model — ours or anyone else's. We do not sell Customer Data or Output, and we do not disclose it to third parties for their own model development. AI Providers process your inputs under your agreements with them (Section 6.3); their training practices are governed by those agreements, not by this one.

Nothing in this Section restricts our use of Service Data or de-identified and aggregated data under Section 15.3, or our right to review specific content where necessary to investigate a suspected violation of Schedule A, respond to a support request you initiate, or comply with law.

8. Connected Platforms and Storefront Changes

8.1 Your authorization

By connecting a Connected Platform you authorize us to access, read, and — where the integration provides for it — write to that platform on your behalf, within the permissions and scopes you grant, for as long as the connection remains active. You represent that you have the right and authority to grant that access for every account and store you connect.

8.2 Third-party terms govern

Connected Platforms are provided by third parties under their own terms and privacy policies. We do not control them and are not responsible for them. You will comply with the terms and policies of every Connected Platform, including Shopify's terms, Meta's Platform Terms and Advertising Policies, and the equivalent terms of any other advertising platform. Where a Connected Platform's terms require us to impose obligations on you, those obligations apply and control over any inconsistent provision of this Agreement as to that platform.

8.3 Storefront writes

Certain features write to your live storefront — publishing pages, uploading theme and asset files, setting metafields, and installing a web pixel. You authorize those changes and are solely responsible for their content and effect. You will review published content before and after publication and maintain independent backups of your theme and storefront. We are not liable for storefront breakage, theme or app conflicts, layout or performance regressions, loss of storefront content, indexing or search-ranking effects, or lost sales arising from changes made through the Platform at your direction.

8.4 No responsibility for third-party actions

We are not responsible for, and disclaim all liability arising from: third-party service outages, latency, defects, or discontinuation; API changes, deprecations, or scope revocations; data loss, corruption, or delay at a third party; rejection, restriction, suspension, or termination of your accounts by a Connected Platform; enforcement actions, policy determinations, or ad disapprovals by any platform; or any change in a third party's terms, pricing, or availability. A Connected Platform's action that degrades or eliminates Platform functionality is not a breach by us and does not entitle you to a refund.

8.5 Disconnection

You may disconnect a Connected Platform at any time. Disconnection may permanently disable dependent features, halt data ingestion, break attribution continuity, and render historical data incomplete. Data already ingested is retained and deleted under Section 23.6 and the DPA.

9. Advertising Deployment and Ad Spend

This section governs the highest-value risk in the Platform. Read it in full.

9.1 What we do, and what we do not do

Platform features let you compose campaign structures — campaigns, ad sets, ads, budgets, schedules, targeting, and creative — and transmit them to advertising platforms through your connected ad accounts. Every such transmission executes an instruction you configured and confirmed.

We are not an advertising agency, media buyer, reseller, or agent for the purchase of media. We do not buy media, do not hold or disburse your advertising funds, and are never a party to your contract with any advertising platform. Your advertising contract is exclusively between you and that platform.

9.2 Your responsibility for spend

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR ALL ADVERTISING SPEND INCURRED THROUGH ANY AD ACCOUNT YOU CONNECT, WITHOUT LIMIT AND WITHOUT REGARD TO CAUSE. This includes spend resulting from:

  1. budgets, bids, schedules, or targeting you set, mis-set, or fail to review;
  2. campaigns launched, duplicated, resumed, or left running, whether intentionally or in error;
  3. any act of a User, an Agent Access Key holder, or anyone using your credentials;
  4. defects, errors, delays, retries, duplicate submissions, or malfunctions in the Platform;
  5. the behavior, pricing, delivery, optimization, or billing of any advertising platform; or
  6. underperformance of any campaign, creative, audience, or funnel.

ADVERTISING SPEND, MEDIA COSTS, PLATFORM FEES, AGENCY FEES, AND AI PROVIDER CHARGES ARE NOT RECOVERABLE FROM US UNDER ANY THEORY, ARE EXCLUDED FROM "AMOUNTS PAID TO OMNYMOUS" FOR THE PURPOSE OF SECTION 21.2, AND CONSTITUTE EXCLUDED DAMAGES UNDER SECTION 21.1.

9.3 You must monitor your ad accounts

You will independently monitor your advertising accounts through each platform's own interfaces and will configure spending limits, account-level caps, and billing thresholds directly with each platform. The Platform's representation of campaign state, budget, and spend may be incomplete, delayed, cached, or inaccurate. The advertising platform's own records are authoritative in all cases. You will not rely on the Platform as your control surface for spend limitation.

9.4 Compliance with advertising policies

You are solely responsible for compliance with every advertising platform's policies, including prohibited and restricted content rules, targeting restrictions, disclosure and labelling requirements, special ad category rules, and any requirement to disclose AI-generated or digitally altered content. We do not pre-screen creative for policy compliance, do not warrant that any Output will be approved, and are not liable for disapprovals, restrictions, account penalties, ad account bans, business manager restrictions, or permanent loss of advertising privileges.

9.5 No performance representation

WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO ADVERTISING PERFORMANCE, RETURN ON AD SPEND, CONVERSION RATES, REVENUE, PROFIT, CUSTOMER ACQUISITION COST, DELIVERY, REACH, OR ANY OTHER OUTCOME. Statements in our marketing, documentation, benchmarks, case studies, demonstrations, or seeded example data are illustrative only and are not commitments. Advertising results depend on factors outside our control, including your products, pricing, offers, market conditions, competition, and platform algorithms.

10. Measurement, Attribution, and Financial Estimates

10.1 Everything the Platform reports is a modeled estimate

The Platform produces attribution, analytics, contribution margin, profit and loss, lifetime value, cohort, creative performance, and cost figures. All of it is estimated and modeled from incomplete, delayed, and imperfect data. It is derived using assumptions, attribution windows, credit-allocation models, identity-resolution heuristics, and cost inputs you supply. Accuracy is inherently limited by, among other things:

  1. browser, device, operating system, and network restrictions on tracking, including cookie limits, tracking prevention, ad blockers, and consent-based suppression;
  2. the completeness and correctness of pixel deployment and your consent configuration;
  3. cross-device, cross-browser, and offline journeys that cannot be observed;
  4. data made available, withheld, delayed, aggregated, modeled, or restated by Connected Platforms;
  5. the cost, margin, shipping, fee, and overhead inputs you configure; and
  6. changes we make to methodologies, which may restate historical figures.

10.2 Not records of account, not advice

PLATFORM METRICS ARE NOT RECORDS OF ACCOUNT AND MUST NOT BE USED AS SUCH. They are not, and are not a substitute for, your accounting records, your general ledger, your e-commerce platform's order and payment records, or your advertising platforms' billing records — each of which controls over the Platform in the event of any discrepancy.

You will not use Platform figures for financial statement preparation, statutory or management accounts, audit, tax filings, regulatory or exchange submissions, lender or investor reporting, valuation, or any representation to a third party, without independent verification against source records by a qualified professional.

Nothing produced by the Platform, including by any AI assistant, constitutes accounting, tax, audit, financial, investment, or legal advice.

10.3 No warranty of accuracy

WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR CONTINUITY OF ANY METRIC, ATTRIBUTION RESULT, ESTIMATE, INSIGHT, FORECAST, OR ASSISTANT RESPONSE. We may change metric definitions, attribution models, identity-resolution logic, and computation methods at any time, and such changes may alter both current and historical figures. We are not liable for any decision made, or any action taken or not taken, in reliance on Platform figures.

11. The Omnymous Pixel and End-Consumer Data

11.1 Deployment is your decision

The Omnymous Pixel is a tracking technology deployed on storefronts and web properties you control, to collect events for attribution. You decide whether to deploy it, on which properties, in what configuration, and under which consent settings. You may disable or remove it at any time. Where a Connected Platform offers consent-gating or data-mode controls for the pixel, the selection of those settings is yours, and any guidance, default, recommendation, or setup instruction we provide is a description of how the feature operates — not legal advice, and not a determination that a given configuration is lawful for you.

11.2 What it collects

The Pixel and the associated ingestion pipeline collect information described in the Privacy Policy, which may include persistent and session identifiers stored on visitors' devices, page and product interactions, cart and checkout events, purchase events, search terms, referrer and page URLs, campaign parameters and advertising click identifiers, user agent, a truncated hashed IP address, and — on purchase events and through connected commerce data — direct identifiers such as email address, name, and order information. This information is combined with commerce data to construct identity-linked customer journeys.

You will not configure the Platform or the Pixel to transmit to us any special category, sensitive, or high-risk personal data, including health or medical information, precise geolocation, government identifiers, biometric or genetic data, financial account or payment card numbers, credentials, information about children under 16, or information revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, sex life, or sexual orientation.

11.3 You are the controller

As between the parties, you are the controller (or business) for all End-Consumer Data and we are the processor (or service provider), acting only on your documented instructions under the DPA. You represent, warrant, and covenant that you have and will maintain, for the entire period of processing:

  1. a valid legal basis for every category of processing you instruct;
  2. all notices, disclosures, and privacy policy statements required by law, including disclosure of the Pixel and of onward transfer to advertising platforms;
  3. all consents required by law — including under ePrivacy, GDPR, UK GDPR, and comparable rules governing cookies, device storage, and tracking — obtained before the relevant processing begins;
  4. mechanisms to receive, and to communicate to us, opt-outs, consent withdrawals, deletion requests, and objections, and to honor global privacy control signals where legally required; and
  5. the right and authority to instruct us to transmit End-Consumer Data to advertising platforms for conversion measurement and audience purposes.

We do not obtain consent from your visitors, do not determine whether your legal basis is valid, do not audit your notices, and do not monitor your consent configuration. Section 22.1 applies fully to claims arising from any of the foregoing.

11.4 Onward transmission

At your instruction, the Platform transmits conversion and event data — including hashed direct identifiers — to advertising platforms through infrastructure providers described in the Privacy Policy and sub-processor list. You instruct and authorize those transmissions. The receiving platforms process that data as independent controllers under their own terms, and we are not responsible for their processing.

11.5 Deployment only on properties you control

You will deploy the Pixel only on web properties you own or are authorized to instrument. Deploying it on any other property is a material breach and grounds for immediate suspension.

12. Research Features and Third-Party Content

Research and voice-of-customer features retrieve and summarize publicly available information from third-party sources — including search results, web pages, forums, marketplaces, and user-generated reviews — in response to queries you initiate.

  1. Retrieved material and quotations are third-party content. We claim no rights in it, grant you no rights in it, and do not warrant that you may reproduce, republish, or commercially exploit it.
  2. Quotations may contain personal data of individuals who are not your customers. You are responsible for handling that data lawfully once it is in your workspace.
  3. Source availability, coverage, and completeness vary and change without notice; research results are inherently partial and may be inaccurate, outdated, biased, or fabricated. Every citation and quotation must be independently verified before use (Section 7.3).
  4. You will not use research features to circumvent a third party's access controls, terms, paywalls, or technical restrictions, to compile data on individuals, or for any purpose prohibited by Schedule A.
  5. We make no warranty that any research result may lawfully be used for your intended purpose, and Section 22.1 applies to claims arising from your use of retrieved material.

13. Agent Access, Programmatic Interfaces, and Automation

13.1 Agent Access Keys

You may mint Agent Access Keys granting scoped programmatic access to your Organization, including write access. Any action taken with a valid Agent Access Key is conclusively deemed authorized by you and performed on your behalf, regardless of who or what performed it and regardless of whether you intended that action.

You are responsible for: issuing keys with the narrowest sufficient scope and an expiry; safeguarding key material; the behavior of every external system, agent, model, or third party you grant access to; and revoking keys promptly on suspicion of compromise or on termination of the relevant relationship. We are not liable for any loss, data exposure, deletion, corruption, cost, or spend arising from the use or misuse of an Agent Access Key.

13.2 Autonomous and agentic systems

If you connect an autonomous agent or automated system to the Platform, you remain fully responsible for everything it does, including erroneous, looping, excessive, or destructive behavior. You will implement your own supervision, rate limiting, and safeguards. We may rate-limit, throttle, suspend, or revoke any key or connection that we reasonably determine threatens the security, integrity, availability, or cost structure of the Platform, without notice.

13.3 Interface changes

Programmatic interfaces, tool catalogs, scopes, schemas, and response shapes may change or be withdrawn at any time. We provide no stability, versioning, or backward-compatibility commitment for them absent an Order Form that says otherwise.

14. Acceptable Use

You will comply, and will ensure your Users comply, with the Acceptable Use Policy in Schedule A. Violation is a material breach. We may investigate suspected violations, and may remove content, restrict features, suspend access, or terminate the Agreement under Section 23. Where practical we will provide notice and an opportunity to cure, but we may act immediately without notice where we reasonably determine there is a risk of harm to any person, to us, to another customer, to a Connected Platform, or of legal liability.

We may — but have no obligation to — monitor, screen, or review content or activity on the Platform. Any right we reserve to act does not create a duty to act, and our failure to act in any instance is not a waiver.

15. Customer Data, Service Data, and Aggregated Data

15.1 Your ownership

As between the parties, you own all right, title, and interest in Customer Data. Nothing in this Agreement transfers ownership of Customer Data to us.

15.2 Your representations about Customer Data

You represent and warrant that: (a) you have all rights, consents, licenses, and authority necessary to submit Customer Data to the Platform and to grant the license in Section 7.4; (b) Customer Data and our permitted processing of it do not infringe or misappropriate any third-party right or violate any law; and (c) you will not submit any data that you are prohibited from submitting under Section 11.2.

15.3 Service Data and aggregated data

We own all right, title, and interest in Service Data. We may collect, generate, and use Service Data, and may create de-identified and aggregated data derived from the operation of the Platform, and may use both for any lawful business purpose — including operating, securing, supporting, analyzing, and improving the Platform; developing new features, models, and methodologies; capacity planning; producing benchmarks, statistics, and industry insights; and other commercial purposes — provided that any such data is aggregated or de-identified so that it does not identify you, any User, any individual, or any Organization, and is not disclosed in a form that identifies you or permits your re-identification. We will not attempt to re-identify de-identified data and will contractually prohibit recipients from doing so. This Section survives termination.

For the avoidance of doubt, this Section does not permit, and we do not perform, the training of generative models on Customer Data or Output (Section 7.5).

15.4 Export

You may export Customer Data at any time during the Subscription Term through the Platform's export features and documented interfaces, in the formats we then support. We are not obligated to provide data in any particular format, schema, or medium, or to provide data that is derived, computed, cached, or internal.

16. Confidentiality

16.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Our Confidential Information includes the Platform, its non-public features, security information, pricing not publicly published, and Documentation not publicly available. Your Confidential Information includes Customer Data and Output.

16.2 Obligations

Recipient will: (a) protect Confidential Information with at least the degree of care it uses for its own confidential information of like importance, and never less than reasonable care; (b) not disclose it except to its personnel, affiliates, and professional advisors who need to know and are bound by confidentiality obligations no less protective; and (c) use it only to perform under, or exercise rights under, this Agreement.

16.3 Exclusions

The obligations do not apply to information that Recipient can document: is or becomes public without Recipient's fault; was rightfully known to Recipient without restriction before disclosure; is rightfully received from a third party without restriction; or was independently developed without use of or reference to Confidential Information.

16.4 Compelled disclosure

Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives prompt notice where legally permitted and reasonably cooperates, at Discloser's expense, with efforts to limit or protect the disclosure.

16.5 Duration and remedies

Confidentiality obligations continue for three (3) years after disclosure, and indefinitely for trade secrets for so long as they remain trade secrets. Each party acknowledges that breach of this Section may cause irreparable harm for which damages are inadequate, and that injunctive relief may be sought without posting bond (Section 24.6).

17. Data Protection

The DPA at omnymous.com/dpa is incorporated into this Agreement and applies to our processing of personal data on your behalf. It sets out our respective roles, the scope and duration of processing, security measures, sub-processor terms and notice mechanism, international transfer mechanisms including Standard Contractual Clauses, assistance with data subject requests, incident notification, and deletion and return of data.

You need not sign the DPA for it to apply; it applies automatically as part of this Agreement. Where you require a countersigned copy, contact legal@omnymous.com.

Our processing of personal data as a controller — for your account, billing, support, security, and marketing — is described in the Privacy Policy.

18. Security

18.1 Our commitments

We will maintain commercially reasonable administrative, technical, physical, and organizational safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access, appropriate to the nature of the data and the risk. Our then-current measures are described in the DPA and the Privacy Policy. We may update measures provided the overall level of protection is not materially reduced.

18.2 Incident notification

We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Data, and will provide the information and cooperation required by the DPA. Our notification is not, and will not be construed as, an acknowledgment of fault or liability.

18.3 Your security obligations

Security is shared. You are responsible for: credential and key hygiene; role assignment and prompt de-provisioning; the security of the devices, networks, and accounts your Users use; the scopes and permissions you grant to Connected Platforms and Agent Access Keys; and the security of any system you connect. We are not liable for any incident arising from your side of this boundary.

18.4 No guarantee

NO SYSTEM IS SECURE. WE DO NOT WARRANT THAT THE PLATFORM OR ANY DATA WILL BE FREE FROM UNAUTHORIZED ACCESS, LOSS, OR CORRUPTION, and we disclaim liability for security incidents except to the extent caused by our failure to meet Section 18.1, subject in all cases to Sections 20 and 21.

19. Intellectual Property, Feedback, and Publicity

19.1 Our intellectual property

We and our licensors own all right, title, and interest in and to the Platform and all related intellectual property, including its software, architecture, models, prompt systems, methodologies, taxonomies, composition and layering engines, attribution and economics logic, user interfaces, designs, Documentation, trademarks, logos, and all improvements, modifications, and derivative works of any of them, however arising. Any suggestion, improvement, or feature that we develop, whether or not inspired by you, is and remains ours.

19.2 Feedback

If you provide feedback, suggestions, ideas, evaluations, feature requests, bug reports, or roadmap votes, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, commercialize, and otherwise exploit them for any purpose, without restriction, attribution, accounting, or compensation. You waive any moral rights in them to the extent permitted by law. Feedback is not your Confidential Information.

19.3 Publicity

We may identify you as a customer and use your name, logo, and store name in customer lists, our websites, and marketing and sales materials, consistent with your published brand usage guidelines. You may withdraw this permission prospectively at any time by written notice to legal@omnymous.com, and we will cease new uses within thirty (30) days; we are not required to recall or remove materials already distributed. Any other use of your marks, and any case study, quotation, or testimonial attributed to you, requires your prior approval.

19.4 Copyright complaints

If you believe material on the Platform infringes your copyright, send a notice complying with 17 U.S.C. § 512(c)(3) to dmca@omnymous.com, including: identification of the work; identification and location of the material; your contact information; a statement of good-faith belief that the use is unauthorized; a statement, under penalty of perjury, that the notice is accurate and that you are authorized to act; and your signature. We will respond in accordance with the DMCA and may terminate repeat infringers.

20. Warranties and Disclaimers

20.1 Limited warranty

We warrant that, during the Subscription Term, the Platform will perform materially in accordance with the Documentation under normal use. This warranty does not apply to, and we have no obligation for, any non-conformity arising from: Customer Data or your inputs; Provider Credentials, AI Providers, or Output; any Connected Platform or third-party service; your configuration, misuse, or unauthorized modification; combination with anything not supplied by us; beta or preview features; or factors outside our reasonable control.

20.2 Exclusive remedy

Your sole and exclusive remedy, and our entire liability, for breach of Section 20.1 is for us to use commercially reasonable efforts to correct the non-conformity. If we cannot do so within sixty (60) days after your written notice describing it in reasonable detail, either party may terminate the affected subscription, and we will refund prepaid, unused fees for the terminated portion of the then-current Subscription Term, calculated on a straight-line basis. This is your only remedy for a defective Platform.

20.3 No service level commitment

The Platform is provided without any uptime, availability, latency, throughput, response time, or support commitment, unless an SLA is expressly agreed in a signed Order Form. We may perform maintenance, including emergency maintenance, at any time. Availability figures, status pages, and historical performance are informational and are not commitments.

20.4 General disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 20.1, THE PLATFORM, ALL OUTPUT, ALL METRICS, AND ALL RELATED SERVICES AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, AND OUR LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY WARRANTY THAT:

  1. THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS;
  2. DEFECTS WILL BE CORRECTED, OR THAT ANY FEATURE WILL CONTINUE TO EXIST;
  3. OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, ORIGINAL, PROTECTABLE, NON-INFRINGING, UNIQUE TO YOU, COMPLIANT WITH ANY LAW OR PLATFORM POLICY, OR FIT FOR ANY PURPOSE;
  4. ANY METRIC, ATTRIBUTION RESULT, PROFIT FIGURE, ESTIMATE, INSIGHT, OR FORECAST WILL BE ACCURATE, COMPLETE, RECONCILABLE, OR STABLE OVER TIME;
  5. ANY ADVERTISING, CAMPAIGN, CREATIVE, PAGE, OR FUNNEL WILL BE APPROVED, DELIVERED, OR ACHIEVE ANY RESULT;
  6. ANY AI PROVIDER, CONNECTED PLATFORM, OR THIRD-PARTY SERVICE WILL BE AVAILABLE, COMPATIBLE, PERFORMANT, OR CONTINUED; OR
  7. CUSTOMER DATA WILL NOT BE LOST, ALTERED, OR CORRUPTED. YOU ARE RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF ANYTHING YOU CANNOT AFFORD TO LOSE.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion is prohibited, it does not apply to you, and any implied warranty that cannot be excluded is limited in duration to thirty (30) days from first delivery.

20.5 Beta features

Features designated beta, preview, experimental, early access, alpha, or similar are provided AS IS, without any warranty, support, or commitment, may be changed or discontinued at any time without notice, may not be secure or reliable, and are excluded from Section 20.1. Use of them is at your sole risk.

21. Limitation of Liability

21.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY:

  1. LOSS OF PROFITS, REVENUE, SALES, SAVINGS, OR ANTICIPATED SAVINGS;
  2. LOSS OF BUSINESS, OPPORTUNITY, GOODWILL, OR REPUTATION;
  3. ADVERTISING SPEND, MEDIA COSTS, WASTED SPEND, OVERSPEND, OR PLATFORM FEES;
  4. AI PROVIDER CHARGES, INFERENCE COSTS, OR THIRD-PARTY SERVICE FEES;
  5. LOSS, CORRUPTION, OR INACCURACY OF DATA, OR COST OF RECONSTRUCTING IT;
  6. BUSINESS INTERRUPTION OR COST OF SUBSTITUTE PRODUCTS OR SERVICES; OR
  7. LOSS ARISING FROM RELIANCE ON OUTPUT, METRICS, ESTIMATES, OR INSIGHTS,

HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY — CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE — AND EVEN IF THE PARTY WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

The exclusions in this Section 21.1 do not apply to your payment obligations under Section 4 or to your indemnification obligations under Section 22.1.

21.2 Cap on liability

OUR TOTAL AGGREGATE LIABILITY, AND THAT OF OUR AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, IN THE AGGREGATE AND NOT PER CLAIM, WILL NOT EXCEED THE GREATER OF:

(a) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; OR

(b) ONE HUNDRED UNITED STATES DOLLARS (US$100).

For the purpose of calculating this cap, "fees paid to us" means subscription and per-store fees paid to Omnymous only. It expressly excludes advertising spend, media costs, AI Provider charges, taxes, and any amount paid to any third party, none of which is treated as consideration paid to us. Multiple claims do not enlarge the cap. This cap applies to all theories of liability, including a data breach or a failure of security.

21.3 Exceptions

Sections 21.1 and 21.2 do not limit: (a) either party's liability for fraud, fraudulent misrepresentation, or willful misconduct; (b) liability that cannot be limited or excluded by applicable law, including death or personal injury caused by negligence; (c) your obligations to pay fees under Section 4; or (d) your indemnification obligations under Section 22.1, which are uncapped.

21.4 Time limit on claims

ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED, except for claims for non-payment and to the extent a longer period is required by applicable law and cannot be shortened by agreement.

21.5 Allocation of risk

You acknowledge that the fees reflect the allocation of risk in Sections 20 and 21, that we would not enter into this Agreement without these limitations, and that they are a fundamental basis of the bargain and will apply even if any limited remedy fails of its essential purpose. If you require a higher cap or a different risk allocation, contact sales@omnymous.com to discuss an Order Form.

22. Indemnification

22.1 Your indemnity

You will defend, indemnify, and hold harmless Omnymous, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, investigation, or proceeding, and all resulting losses, damages, liabilities, settlements, fines, penalties, and reasonable costs and attorneys' fees, arising out of or relating to:

  1. Customer Data, including your rights to it and our permitted processing of it;
  2. your use of, publication of, or reliance on Output, including any claim of infringement, misappropriation, defamation, false advertising, or unfair competition;
  3. your advertising, marketing, offers, pricing, claims, endorsements, testimonials, and substantiation, and any regulatory action relating to them, including under the Federal Trade Commission Act, consumer protection law, and industry-specific regulation;
  4. your products, services, storefront, and business operations;
  5. End-Consumer Data, the deployment and configuration of the Omnymous Pixel, your consent and notice practices, and any privacy or tracking claim arising from them, including claims by your customers, visitors, or a supervisory authority;
  6. your breach of this Agreement, Schedule A, the DPA, or any representation or warranty you make;
  7. your violation of law or of any third-party right;
  8. your use of, or failure to comply with the terms of, any Connected Platform or AI Provider, including charges incurred on Provider Credentials;
  9. any act or omission of a User, or any use of an Agent Access Key or your credentials; and
  10. your gross negligence or willful misconduct.

22.2 Our indemnity

We will defend you against a third-party claim alleging that the Platform, as provided by us and used in accordance with this Agreement, directly infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or amounts we approve in settlement.

This obligation does not apply to, and we have no liability for, any claim arising from: (a) Output, or any use of Output — Output is expressly excluded from this indemnity in its entirety; (b) Customer Data or your inputs; (c) any Connected Platform, AI Provider, third-party service, model, or open-source component; (d) modification of the Platform by anyone other than us; (e) combination or use of the Platform with anything not supplied by us, where the claim would not have arisen absent the combination; (f) your continued use after we notify you to stop or provide a modification that would avoid the claim; (g) beta or preview features; or (h) your breach of this Agreement.

If the Platform becomes, or we believe may become, the subject of a covered claim, we may at our option and expense: procure the right for you to continue using it; modify or replace it to be non-infringing while materially preserving functionality; or terminate the affected subscription on notice and refund prepaid, unused fees for the terminated portion of the then-current Subscription Term. This Section states our entire liability and your exclusive remedy for any claim of infringement, and amounts payable under it are subject to the cap in Section 21.2.

22.3 Procedure

The indemnified party will: promptly notify the indemnifying party in writing of the claim (delay excuses the indemnifying party only to the extent it is prejudiced); give the indemnifying party sole control of the defense and settlement, provided that no settlement imposing liability, an admission of fault, or a non-monetary obligation on the indemnified party may be made without its consent, not to be unreasonably withheld; and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense.

23. Term, Suspension, and Termination

23.1 Term

This Agreement begins when you first accept it or first access the Platform, whichever is earlier, and continues until all subscriptions have expired or been terminated.

23.2 Termination by you

You may cancel your subscription at any time through the Platform. Cancellation is effective at the end of the then-current Subscription Term. You may terminate this Agreement immediately on written notice if we materially breach and fail to cure within thirty (30) days after your written notice describing the breach in reasonable detail.

23.3 Termination by us

We may terminate this Agreement or any subscription: (a) for your material breach, if uncured thirty (30) days after our notice; (b) immediately, for your breach of Sections 3.3, 11.5, 14, or 19, or of Schedule A; (c) immediately, for non-payment that remains uncured after the applicable grace period; (d) immediately, if you become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy or similar proceedings not dismissed within sixty (60) days; (e) immediately, if required by law, by a regulator, or by a Connected Platform, or if continuing to provide the Platform to you would in our reasonable judgment expose us to legal, regulatory, security, or reputational risk; or (f) for convenience, on thirty (30) days' notice, in which case we will refund prepaid, unused fees for the terminated portion of the then-current Subscription Term, calculated on a straight-line basis.

23.4 Suspension

We may suspend or restrict all or part of your access immediately and without liability if: you fail to pay; we reasonably suspect a violation of Schedule A, unlawful activity, or a security threat; your use threatens the integrity, performance, security, or cost structure of the Platform or another customer's use of it; a Connected Platform or AI Provider requires it; or legal process or applicable law requires it. We will give notice where practical and will restore access promptly once the cause is resolved. Suspension does not suspend your payment obligations, and no fees are refunded or credited for a period of suspension arising from your act or omission.

23.5 Effect of termination

On expiration or termination: all rights granted to you end immediately and you will cease using the Platform; all fees accrued or payable through the effective date become immediately due; connections to Connected Platforms are severed; and Agent Access Keys and Provider Credentials are revoked and destroyed. Except where this Agreement expressly provides for a refund, no refund is due, and where we terminate under Section 23.3(a)–(e) you will pay all amounts that would have become payable for the remainder of the then-current Subscription Term.

23.6 Data after termination

For thirty (30) days after the effective date of termination, we will make Customer Data available for export through the Platform's export features, provided your Account is in good standing and all amounts due are paid. After that window, we will delete or de-identify Customer Data in accordance with the DPA and the Privacy Policy, subject to: retention required by law, regulation, or legal hold; retention necessary to establish, exercise, or defend legal claims; residual copies in routine backups, which are purged on our ordinary backup cycle; and Service Data and de-identified and aggregated data, which we retain under Section 15.3.

Export your data before terminating. We have no obligation to retain, restore, reconstruct, or recover Customer Data after the export window closes, and deletion is irreversible.

23.7 Survival

Sections 1.1, 2, 3.2, 3.3, 4 (as to accrued amounts), 6.4(5), 7.2, 7.4 (as limited), 7.5, 9.2, 10.2, 10.3, 12, 15, 16, 19, 20.4, 21, 22, 23.5–23.7, 24, and 25, and any other provision that by its nature should survive, survive termination.

24. Dispute Resolution — Arbitration, Class Waiver, Jury Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED AND LIMITS YOUR RIGHTS.

24.1 Governing law

This Agreement and any dispute arising out of or relating to it or the Platform are governed by the laws of the State of Delaware, United States, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

24.2 Informal resolution first

Before commencing arbitration or litigation, the initiating party must send a written notice of dispute to legal@omnymous.com (or, if we initiate, to your Account's notice address) describing the claim and the relief sought. The parties will negotiate in good faith for sixty (60) days from receipt. This period is a condition precedent to commencing proceedings and tolls any applicable limitations period.

24.3 Binding arbitration

Any dispute not resolved under Section 24.2 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, and scope of this Section, except that a court decides the enforceability of Section 24.4.

24.4 Class action waiver

YOU AND OMNYMOUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one party and may not preside over any form of representative proceeding, and may award relief only in favor of the individual party seeking it and only to the extent necessary to provide relief on that party's individual claim. If this Section 24.4 is held unenforceable as to any claim or remedy, that claim or remedy is severed from arbitration and must proceed in the courts identified in Section 24.7, and the remainder of this Section 24 continues to apply.

24.5 Jury trial waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

24.6 Exceptions to arbitration

Either party may, without first complying with Sections 24.2 and 24.3: (a) seek temporary or preliminary injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property, Confidential Information, or data security; (b) bring a claim for infringement or misappropriation of intellectual property; (c) bring an action to collect undisputed amounts owed; or (d) bring an individual claim in a small claims court of competent jurisdiction.

24.7 Forum for non-arbitrable matters

For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, United States, and waive any objection to venue or forum non conveniens.

24.8 Costs

Each party bears its own attorneys' fees and costs, and arbitration fees are allocated under the applicable AAA rules, except that the arbitrator may award fees and costs to the prevailing party where authorized by statute or where a claim or defense is found frivolous or brought for an improper purpose.

24.9 Confidentiality of proceedings

The existence, content, and result of any arbitration are Confidential Information, except as necessary to enforce an award or as required by law.

25. General Provisions

25.1 Entire agreement. This Agreement is the complete and exclusive statement of the parties' agreement regarding the Platform and supersedes all prior and contemporaneous proposals, understandings, representations, marketing statements, demonstrations, and communications. Neither party has relied on any statement not expressly set out in this Agreement, and each waives any claim for innocent or negligent misrepresentation based on any such statement.

25.2 Severability. If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent, or if that is not possible, severed; the remainder continues in full force.

25.3 No waiver. No failure or delay in exercising a right waives it, and no single or partial exercise precludes further exercise. Waivers must be in writing and signed.

25.4 Assignment. You may not assign or transfer this Agreement or any right or obligation under it, by operation of law or otherwise, without our prior written consent; a change of control is deemed an assignment. Any purported assignment in violation of this Section is void. We may assign this Agreement freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. This Agreement binds and benefits the parties' permitted successors and assigns.

25.5 Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor action, government action or sanction, failure of the public internet or telecommunications, cyberattack, denial-of-service attack, or the act, omission, outage, or discontinuation of any third-party service, Connected Platform, AI Provider, or infrastructure provider.

25.6 Notices. Notices to us must be in writing to legal@omnymous.com and to Omnymous, LLC, 1111b South Governors Ave, STE 94887, Dover, DE 19904, United States. Notices to you may be given by email to the address associated with your Account, by in-Platform notice, or by posting to the Platform, and are deemed received when sent or posted. You are responsible for keeping your notice email address current; notice sent to a stale address is effective.

25.7 Electronic contracting. You consent to transact electronically, to receive all communications, agreements, notices, and disclosures electronically, and agree that electronic signatures, acceptances, and records satisfy any legal requirement that they be in writing.

25.8 Relationship. The parties are independent contractors. This Agreement creates no partnership, joint venture, franchise, employment, fiduciary, or agency relationship. Neither party may bind the other.

25.9 Export control and sanctions. You represent and warrant that you, your Users, and your beneficial owners are not: located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions or embargo; identified on any U.S., EU, or UK restricted-party or sanctions list; or otherwise prohibited from receiving the Platform under applicable export control or sanctions law. You will not export, re-export, or make the Platform available in violation of such laws, or use it for any prohibited end use.

25.10 Anti-corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement.

25.11 U.S. Government users. The Platform is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. U.S. Government users acquire only the rights granted to all other customers under this Agreement.

25.12 No third-party beneficiaries. This Agreement creates no rights in any person other than the parties, except that our affiliates, licensors, suppliers, officers, directors, employees, and agents are intended beneficiaries of Sections 20, 21, and 22.

25.13 Interpretation. Headings are for convenience only. "Including" means "including without limitation." References to a document include it as amended. Ambiguities will not be construed against the drafter. If there is a conflict between the English version of this Agreement and any translation, the English version controls.

25.14 Affiliates. Your affiliates may not use the Platform under your subscription unless they are Users within your Organization, in which case you remain fully responsible for them.

26. Contact

PurposeAddress
Legal notices and disputeslegal@omnymous.com
Billing and invoicesbilling@omnymous.com
Privacy and data protectionprivacy@omnymous.com
Security incidents and vulnerability reportssecurity@omnymous.com
Copyright complaintsdmca@omnymous.com
Supportsupport@omnymous.com
Sales, Order Forms, enterprise termssales@omnymous.com

Omnymous, LLC 1111b South Governors Ave, STE 94887 Dover, DE 19904 United States

Schedule A — Acceptable Use Policy

This Policy applies to every User and to all use of the Platform and Output. We may update it at any time effective on posting.

A.1 Prohibited conduct

You will not, and will not permit anyone to:

  1. Break the law. Use the Platform for any unlawful purpose, or in violation of any advertising, consumer protection, privacy, securities, export, sanctions, or industry-specific law or regulation.
  2. Infringe rights. Upload, generate, publish, or distribute material that infringes or misappropriates any copyright, trademark, patent, trade secret, right of publicity, moral right, or privacy right.
  3. Deceive. Create or disseminate false, misleading, deceptive, or unsubstantiated advertising, including: fabricated or incentivized reviews, ratings, endorsements, or testimonials; invented statistics, awards, certifications, or press mentions; fictitious scarcity, urgency, countdowns, or stock claims; false or unsubstantiated pricing, discount, or "was/now" reference-price claims; undisclosed material connections; or synthetic personas presented as real customers.
  4. Make unsubstantiated regulated claims. Make health, medical, disease, nutritional, therapeutic, safety, environmental or sustainability, financial, earnings, income, or performance claims without competent and reliable substantiation held before the claim is made, or make any claim prohibited for your product category.
  5. Impersonate. Impersonate any person, business, or entity, or misrepresent affiliation, endorsement, or sponsorship; or use another party's brand, marks, or creative without authorization.
  6. Target prohibited audiences. Direct advertising to children in violation of applicable law, or use targeting that unlawfully discriminates on the basis of a protected characteristic.
  7. Operate prohibited or restricted businesses without compliance. Use the Platform for illegal drugs, weapons, adult content, gambling, multi-level marketing, payday lending, cryptocurrency or investment schemes, counterfeit goods, or other restricted categories in violation of applicable law or the policies of any Connected Platform.
  8. Abuse tracking. Deploy the Omnymous Pixel or any tracking technology on properties you do not own or are not authorized to instrument; track individuals without a lawful basis or required consent; combine data to re-identify individuals unlawfully; or circumvent consent mechanisms, opt-out signals, or platform privacy controls.
  9. Submit prohibited data. Submit special category, sensitive, or high-risk personal data in violation of Section 11.2, or any data you lack the right to submit.
  10. Attack the Platform. Probe, scan, or test the vulnerability of any system without our prior written authorization; breach or circumvent authentication, authorization, tenancy isolation, or rate limits; access another customer's data; introduce malware or harmful code; or interfere with or disrupt the Platform or its infrastructure.
  11. Abuse resources. Impose an unreasonable or disproportionate load; use automation to overwhelm any interface; mine cryptocurrency; use the Platform for general-purpose compute, storage, or content delivery unrelated to the Services; or evade quotas or billing.
  12. Resell or extract. Resell, sublicense, or provide the Platform to third parties; operate a service bureau; use the Platform to build a competing product; or systematically extract the Platform's models, prompts, taxonomies, methodologies, or Documentation.
  13. Abuse third parties. Use research or retrieval features to circumvent access controls, paywalls, robots directives, rate limits, or terms of any third-party site; compile dossiers on individuals; or scrape at a volume or frequency that burdens a third party.
  14. Generate prohibited content. Generate or distribute material that is unlawful, defamatory, harassing, hateful, violent, sexually explicit, or that depicts a real individual without consent, including synthetic likenesses, voices, or "deepfakes."
  15. Circumvent platform policies. Use the Platform to evade enforcement, bans, or review by any Connected Platform, including cloaking, misrepresenting landing pages, or operating replacement accounts after a ban.
  16. Send unlawful communications. Send spam or unsolicited commercial messages in violation of CAN-SPAM, CASL, GDPR, or other applicable law.

A.2 Required practices

You will: review all Output before use; hold substantiation for every objective claim; disclose material connections and, where required by law or platform policy, disclose that content is AI-generated or digitally altered; maintain a privacy policy accurately describing your data practices, including the Omnymous Pixel; honor opt-out, deletion, and consent-withdrawal requests from your customers; keep credentials, keys, and Agent Access Keys secure and scoped; and promptly report suspected security issues to security@omnymous.com.

A.3 Enforcement

We may investigate suspected violations and may access and review relevant content and activity for that purpose. We may remove or disable content, restrict or suspend features or access, revoke keys, terminate the Agreement, retain evidence, and report violations to law enforcement, regulators, or affected third parties. No refund is due for any suspension or termination under this Schedule. Our enforcement rights are cumulative and in addition to all other remedies.

Schedule B — Service-Specific Terms

B.1 Beta and preview features

Governed by Section 20.5. Beta features may be discontinued at any time without notice or liability, and data created in a beta feature may not be preserved or migrated.

B.2 Professional and onboarding services

Any implementation, migration, configuration, training, or advisory services are provided only if agreed in an Order Form, on a time-and-materials or fixed-fee basis as stated there. Absent an Order Form, any assistance we provide is a courtesy, provided AS IS, and creates no obligation, warranty, or liability. All deliverables of such services are Platform intellectual property under Section 19.1, licensed to you under Section 3.1.

B.3 Support

Support is provided through the channels we publish, during our business hours, on commercially reasonable efforts. No response time, resolution time, or availability is guaranteed absent an Order Form. Support does not include reviewing your advertising for legal compliance, verifying Output, reconciling metrics to your accounting records, or advising on your privacy or advertising compliance.

B.4 Partner and referral programs

Where you obtain a discount or promotion through a partner, that partner is an independent third party. Your relationship with it is separate, and we are not responsible for its acts, omissions, representations, or the accuracy of any claim it makes about the Platform. Partner-sourced discounts are subject to Section 4.11. Where a partner arrangement involves the exchange of information about you, that exchange is described in the Privacy Policy.

B.5 Free, trial, evaluation, and demonstration access

Where we provide access at no charge or for evaluation, it is provided AS IS, without warranty, support, or commitment, may be modified, limited, suspended, or terminated at any time for any reason without notice or liability, and Section 21.2 is limited to US$100 in the aggregate for such access. Seeded, sample, or demonstration data is illustrative only and does not represent actual or achievable results.

Document Version: 2.0 Classification: Public

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