Legal
Terms of Service
Effective June 2026 · Version 1.0
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE OMNIA PLATFORM. BY CLICKING “I AGREE,” SIGNING AN ORDER FORM, OR USING THE PLATFORM, YOU ACCEPT THESE TERMS ON BEHALF OF YOUR ORGANIZATION. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.
These Terms of Service (“Terms”) govern access to and use of the Omnia Enterprise, LLC software-as-a-service platform and related services. Omnia Enterprise, LLC is a Texas limited liability company (“Omnia,” “we,” or “us”).
Definitions
As used in these Terms, the following terms have the meanings set forth below. "Agreement" means these Terms of Service together with any executed Order Form, Statement of Work, and any schedules or exhibits thereto. "Client" or "Subscriber" means the entity that has executed an Order Form or Statement of Work with Omnia and on whose behalf the Platform is accessed. "Client Data" means all data, content, and information submitted to the Platform by or on behalf of Client. "Documentation" means Omnia's official user manuals, help guides, and technical documentation made available with the Platform. "Order Form" means a written or electronic ordering document executed between Omnia and Client specifying the applicable subscription tier, seat count, fees, and term. "Platform" means the Omnia workforce management software-as-a-service platform, including all modules, features, APIs, and associated services provided by Omnia under this Agreement. "Subscription" means the non-exclusive, time-limited right to access and use the Platform granted to Client pursuant to this Agreement. "Users" means Client's employees, contractors, and other individuals whom Client authorizes to access the Platform under Client's Subscription.
Subscription & Access
2.1 Grant of Subscription
Subject to Client's compliance with this Agreement and timely payment of all fees, Omnia grants Client a non-exclusive, non-transferable, non-sublicensable subscription to access and use the Platform during the Subscription Term solely for Client's internal business operations and in accordance with the Documentation.
2.2 Authorized Users
Client may authorize Users to access the Platform up to the number of seats specified in the applicable Order Form. Client is responsible for: (a) ensuring Users comply with this Agreement; (b) maintaining the confidentiality of User credentials; and (c) all activities that occur under Client's account. Client shall promptly notify Omnia of any unauthorized access or suspected security breach.
2.3 Restrictions
Client shall not, and shall not permit any third party to: sublicense, sell, resell, transfer, assign, or otherwise make the Platform available to third parties; modify, translate, adapt, or create derivative works based on the Platform; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform; use the Platform to provide services to third parties (bureau services) without Omnia's prior written consent; use the Platform in any manner that violates applicable law or these Terms; or circumvent or disable any security feature or access control of the Platform.
2.4 Audit Rights
Omnia may audit Client's use of the Platform no more than once per year upon reasonable prior notice to verify compliance with the Subscription scope. If an audit reveals underpayment or excess usage, Client shall pay the deficiency plus applicable fees for excess usage within thirty (30) days of Omnia's invoice.
Fees, Billing & Payment
3.1 Subscription Fees
Client shall pay Omnia the fees set forth in the applicable Order Form or as specified in Omnia's then-current pricing schedule. All fees are in U.S. dollars unless otherwise stated.
3.2 Implementation & Professional Services
Implementation fees are assessed based on workforce size per Omnia's published implementation fee schedule. Professional services fees are billed per the applicable Statement of Work.
3.3 Payment Terms
Invoices are due Net 30 from the invoice date. Late payments accrue interest at 1.5% per month. Omnia may suspend access upon 10 days written notice if fees remain unpaid more than 15 days past due. Suspension does not waive Client's payment obligation.
3.4 Taxes
All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, GST, and similar taxes arising from its Subscription, other than taxes based on Omnia's net income.
3.5 Fee Adjustments
Omnia may adjust subscription fees at renewal upon not less than sixty (60) days advance written notice. Annual fee increases shall not exceed CPI + 5% unless otherwise agreed in the Order Form.
Platform Availability & Support
4.1 Uptime Commitment
Omnia shall use commercially reasonable efforts to make the Platform available at least 99.5% of the time measured monthly, excluding Scheduled Maintenance, Emergency Maintenance, and downtime caused by: (a) Client's acts or omissions; (b) third-party services or infrastructure outside Omnia's control; or (c) force majeure events.
4.2 Scheduled Maintenance
Omnia shall provide at least 48 hours advance notice of scheduled maintenance windows. Emergency maintenance may be performed without advance notice but Omnia shall notify Client as soon as reasonably practicable.
4.3 Support
Omnia shall provide technical support in accordance with the support tier selected in the applicable Order Form. Support is available during standard business hours (Monday–Friday, 8:00 AM–6:00 PM CT) unless an extended tier is selected.
4.4 Sole Remedy for Unavailability
Client's sole remedy for Platform unavailability in breach of Section 4.1 is a service credit equal to one day's prorated subscription fee for each hour of unexcused downtime in excess of the committed availability, up to a maximum of 15 days of credits per month, provided Client submits a claim within 30 days of the incident. Credits are not refunds and do not apply to terminated agreements.
Client Data
5.1 Ownership
Client retains sole ownership of all Client Data. Omnia acquires no rights in Client Data except as expressly set forth herein.
5.2 License to Process
Client grants Omnia a limited, non-exclusive license to access, process, store, and transmit Client Data solely as necessary to: (a) provide and maintain the Platform; (b) perform technical support; and (c) comply with applicable law.
5.3 Data Handling
Omnia shall: (a) maintain reasonable physical, administrative, and technical safeguards to protect the security and confidentiality of Client Data; (b) not use Client Data for any purpose other than those expressly authorized in this Agreement; (c) not sell Client Data or disclose Client Data to third parties except as permitted herein or required by law; and (d) segregate Client Data from the data of other clients.
5.4 Data Location
Client Data will be stored and processed in the United States unless otherwise agreed in writing. Omnia shall notify Client before making any material change to the geographic location of Client Data storage.
5.5 Security Incidents
Omnia shall notify Client without undue delay (and in any event within 72 hours) after becoming aware of any confirmed unauthorized access to or disclosure of Client Data that constitutes a Security Incident. Omnia shall provide reasonable information regarding the nature of the incident, affected data, and remediation steps.
5.6 Data Deletion
Upon termination or expiration of this Agreement, Client may export Client Data during a 30-day transition period at no additional charge. After the transition period, Omnia shall securely delete all Client Data and, upon request, provide written certification of deletion.
5.7 Aggregated Data
Omnia may collect and use aggregated, anonymized, de-identified data derived from Client's use of the Platform ("Usage Data") for product improvement, benchmarking, and analytics. Usage Data will not identify Client or any individual User. Omnia retains all right, title, and interest in Usage Data.
Intellectual Property
Omnia retains all right, title, and interest in and to the Platform, including all underlying software, algorithms, interfaces, documentation, and enhancements thereto. Nothing in this Agreement transfers any ownership interest to Client. The Omnia name, logo, and product names are trademarks of Omnia Enterprise, LLC. Client shall not use Omnia's trademarks without prior written consent. If Client provides Omnia with feedback, suggestions, or recommendations regarding the Platform, Client grants Omnia a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Platform without restriction or obligation to Client.
Confidentiality
Each party agrees to hold the other party's Confidential Information in strict confidence, use it solely for purposes of this Agreement, and not disclose it to any third party without prior written consent. Each party shall protect the other's Confidential Information with at least the same care used to protect its own confidential information, but no less than reasonable care. Confidentiality obligations survive termination for three (3) years, or indefinitely as to trade secrets.
Warranties & Disclaimer
8.1 Omnia Warranties
Omnia warrants that: (a) the Platform will perform materially in accordance with the Documentation; (b) Omnia will implement reasonable security measures to protect Client Data; and (c) to Omnia's knowledge, the Platform does not infringe any third-party intellectual property rights.
8.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." OMNIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. OMNIA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. CLIENT IS SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY OF THE PLATFORM FOR ITS PARTICULAR REQUIREMENTS.
Indemnification
9.1 Omnia Indemnification
Omnia shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from third-party claims alleging that Client's authorized use of the Platform infringes any U.S. patent, copyright, or registered trademark, provided that Client: (a) promptly notifies Omnia in writing; (b) grants Omnia sole control of defense and settlement; and (c) reasonably cooperates. Omnia shall have no indemnity obligation for claims arising from: (i) Client's modification of the Platform; (ii) use in combination with products not supplied by Omnia; or (iii) Client Data.
9.2 Client Indemnification
Client shall defend, indemnify, and hold harmless Omnia and its members, officers, employees, and agents from any third-party claims arising from: (a) Client Data (including any claim that Client Data infringes third-party rights or violates applicable law); (b) Client's breach of this Agreement; or (c) Client's use of the Platform beyond the authorized scope.
Limitation of Liability
10.1 Indirect Damages Exclusion
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, PROFIT, BUSINESS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Aggregate Cap
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO OMNIA DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3 Exceptions
The exclusions and limitations in Sections 10.1 and 10.2 shall not apply to: (a) breaches of confidentiality obligations (Section 7); (b) indemnification obligations (Section 9); (c) Client's obligation to pay fees; (d) gross negligence or willful misconduct; or (e) death or personal injury caused by a party's negligence.
Term & Termination
11.1 Term
This Agreement commences on the Effective Date and continues for the initial Subscription Term stated in the Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the Subscription shall automatically renew for successive one-year terms at Omnia's then-current fees.
11.2 Termination for Cause
Either party may terminate this Agreement upon thirty (30) days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Omnia may suspend or terminate immediately upon: (a) Client's failure to pay any fees more than thirty (30) days past due; or (b) Client's use of the Platform in a manner that poses a security risk or legal liability to Omnia.
11.3 Effect of Termination
Upon termination: (a) all Subscriptions immediately terminate; (b) Client shall cease all use of the Platform; (c) Sections 1, 5.6, 6, 7, 9, 10, and 13 survive; and (d) Omnia shall provide a 30-day data export window per Section 5.6. Termination shall not relieve Client of its obligation to pay fees accrued through the termination date.
Modifications to Terms
Omnia may modify these Terms at any time. Omnia shall provide at least thirty (30) days advance written notice (including by email) of material changes. Client's continued use of the Platform after the effective date of any modification constitutes acceptance of the modified Terms. If Client objects to a material modification, Client's sole remedy is to terminate the Subscription upon written notice before the modification takes effect, in which case Omnia shall provide a pro-rated refund of prepaid fees for the unused Subscription Term.
General Provisions
13.1 Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to conflicts of law principles. Disputes shall be resolved in the state or federal courts of Texas.
13.2 Dispute Resolution
Prior to litigation, the parties shall attempt in good faith to resolve disputes through executive negotiation (30 days), followed by mediation through JAMS or AAA if unresolved.
13.3 Force Majeure
Neither party shall be liable for delays caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures.
13.4 Entire Agreement
This Agreement (including all Order Forms and Exhibits) constitutes the entire agreement of the parties regarding the Platform and supersedes all prior agreements, proposals, and representations. The Agreement may not be amended except in writing signed by authorized representatives of both parties. In the event of conflict, the Order Form controls over these Terms.
13.5 Severability
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions shall continue in full force.
13.6 Waiver
No failure to enforce any provision shall constitute a waiver.
13.7 Assignment
Client may not assign this Agreement without Omnia's prior written consent, except in connection with a merger or acquisition where the assignee assumes all obligations. Omnia may assign this Agreement freely.
13.8 Notices
Notices shall be in writing delivered to the addresses in the Order Form by hand, certified mail, or recognized overnight courier.
13.9 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.
13.10 Publicity
Omnia may reference Client as a customer in marketing materials. Client may revoke this consent upon written notice.
Contact
For questions regarding these Terms of Service, please contact us at OmniaHRtoday@gmail.com.
By accessing or using the Omnia Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service on behalf of your organization.