OMTI Terms of Service Agreement

Your privacy is important to us. Please read our privacy policy on www.omti.com as it describes the types of data we collect from you and your devices (“Data”), how we use your Data, and the legal bases we have to process your Data. 

Our privacy policy also describes how OMTI uses your content (“Your Content”), which is your personal information entered in forms on our sites and Services; entries in our Services databases; communications with OMTI and others through our sites and Services via email or other means; and the files, photos, documents, audio, digital works, and videos that you upload, store, or share through our Services or inputs that you submit in order to generate Your Content. Where processing is based on consent and to the extent permitted by law, by agreeing to these Terms, you consent to OMTI’s collection, use and disclosure of Your Content and Data as described in our privacy policy. In some cases, we will provide separate notice and request your consent as referenced in our privacy policy.

OMTI does not claim ownership of Your Content. Your Content remains yours and you are responsible for it. Your responsibilities include and are not limited to:

• If you share Your Content through our Services with others, you are responsible for ensuring the privacy and secrecy of Your Content as needed in accordance with U.S. privacy laws, such as HIPAA. You understand that OMTI is not responsible for Your Content that you share with others through our Services.
• You represent and warrant that for the duration of these Terms, you have (and will have) all the rights necessary for Your Content that is uploaded, stored, or shared on or through our Services and that the collection, use, and retention of Your Content will not violate any law or rights of others. OMTI cannot be held responsible for Your Content or the material others upload, store, or share using our Services.
• You grant OMTI a worldwide and royalty-free license to use Your Content and Data to provide you with services, to protect you and our Services, and to improve our Services. OMTI will not publish Your Content, use it in advertising, or use it in any other way that would expose Your Content outside of our Services, except as required by law or as agreed to by you in writing.

Most OMTI Services require an account to access. Some Services also require a subscription with your account (a “Named User License”). For Services that require a Named User License, such as ReporterBase or MetaRecords, OMTI Support will assist you in setting up the initial Named User License and tying it to your credit card (see Payment Terms below). You can manage your Named User License, and add or cancel additional Named User Licenses yourself within our Services. For Services that do not require a Named User License, you can sign up online. By signing up for any of our Services, you agree to abide by these Terms of Service.

You agree not to use any false, inaccurate, or misleading information when signing up for an account with any of our Services. If you create an account on our Services on behalf of an entity, such as your business or employer, you represent that you have the legal authority to bind that entity to these Terms. You cannot transfer your account credentials to another user or entity without our prior permission. To protect your account, keep your account details and password confidential. You are responsible for all activity that occurs under your account on our Services.

If we reasonably suspect that your account on our Services is at risk of being used by a third party fraudulently (for example, as a result of an account compromise), OMTI may suspend your account until you can reclaim ownership. If you are having trouble accessing your account on our Services, please contact OMTI Support.

You can cancel an account on our Services at any time. Upon closure, OMTI will delete the associated contents unless legally required to keep it. OMTI will retain your account history and contact information indefinitely.

You are accountable for your conduct and content when using our Services. By agreeing to these Terms, you’re agreeing that, when using our Services, you will follow these rules:

• No illegal activities or content.
• No sharing content obtained through our Services with unauthorized third parties.
• No spam, phishing, and malware. (Spam includes unsolicited bulk email, text messages, or similar communications. Phishing is sending emails or other communications to fraudulently induce recipients to reveal personal or sensitive information, such as passwords, Social Security numbers, or credit card information, or to gain illegal access to accounts or records. Malware includes any activity designed to cause technical harm, such as delivering malicious executables or organizing denial of service attacks.)
• No inappropriate content or fraudulent behavior.
• No circumventing restrictions on access to, usage, or availability of our Services.
• No harmful activities that would impact our Services or others using our Services.
• No content or privacy rights violations.

We reserve the right to deny content if it exceeds limits on storage or file size allowed by our Services and you do agree to reduce its size or pay for the increased storage capacity needed. We may remove content if it appears to violate our Code of Conduct or another Service policy or where required by law. If you violate these terms, we may take action against your account. This could include limiting access to certain Services, stopping providing Services, or closing your account immediately. Closure of your access to a Service or your account may result in forfeiture of associated content and account balances associated with the account. When reviewing alleged violations of these Terms, OMTI reserves the right to review content to resolve the issue. However, we cannot monitor the entire Services and make no attempt to do so.

To use our Services, you’ll need an internet connection. You might also need additional equipment. You are responsible for providing all connections, plans, and equipment needed to use our Services and for paying the fees charged by the provider(s) of your connections, plans, and equipment. Those fees are in addition to any fees you pay us for our Services and we will not reimburse you for such fees. Check with your provider(s) to determine if there are any such fees that may apply to you.

We use the Microsoft Azure Cloud platform to host our Services due to their security and reliability; however, all online services suffer occasional disruptions and outages, and OMTI is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to use our Services or retrieve Your Content until power is restored.

OMTI updates software automatically in our Services and features or functionality may change or be removed as well as new features and functionality being added. We may also change these Terms of Use from time to time. As always the Terms published on our website are the most current and applicable. You cannot opt out of updates to either our Services or Terms of Use except by canceling your account.

OMTI incorporates third-party apps and services in our Services, including Microsoft Office 365 email, Zoom, Google Maps, and others. OMTI is not responsible for third-party apps/services’ functionality, accuracy, reliability, or any other aspect. You acknowledge that you assume all risks when using third-party services through our Services. Also if any third-party terms of use conflict with OMTI’s Terms of Use they do not supersede or modify OMTI’s Terms of Use.

Each Named User License for OMTI Services grants a single user access to a specific OMTI Service through a browser. The user can access the Service on any electronic device that OMTI supports the Service on, e.g., desktop computers, laptops, tablets, and smart phones.

OMTI Services and any software provided to you through our Services are licensed, not sold, and OMTI reserves all rights to our Services and software not expressly granted by OMTI otherwise. You can access a Service through your Named User License as long as your payments to OMTI for the Service are current and you abide by these Terms of Use. This license does not give you any right to, and you may not:

• Circumvent or bypass any technological protection measures in or relating to the software or Services;
• Disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of our Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so;
• Separate components of the software or Services for use on different devices;
• Publish, copy, rent, lease, sell, export, import, distribute, or lend the software or Services;
• Use our Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network;
• Enable access to our Services by unauthorized third-party applications.

For OMTI Services that require a Named User License, OMTI also requires automatic monthly subscription payments by credit card. By signing up for a Named User License you authorize OMTI to deduct automatic monthly payments from your designated credit card until cancellation of your access to our Services. 

OMTI Support will assist you in setting up your initial Named User License and tying it to your credit card. If you cancel your account with our Services within the first thirty (30) days from settling up your first account, we will refund your subscription for that month.

If you are upgrading from a previous version of our software to our latest Services you will be charged a one time installation and data conversion fee. Installation and data conversion fees are not refundable even if you cancel your account within the 30-day grace period.

You can manage your Named User License, update the credit card used, download subscription invoices, and add or cancel additional Named User Licenses yourself within our Services. To add or subtract plug-ins or other optional services, you must contact OMTI Support.

Subscriptions are billed in advance on a monthly basis and automatically deducted from your credit card on file with OMTI on the first of each month until you cancel the associated Named User License(s). Amounts billed to your credit card depend on the Service(s) you use, the number of Named User Licenses in your account, and options you choose, such as software plug-ins or custom programming. 

Subscription totals may vary from month to month depending on any changes you make to your subscription or if OMTI changes the fees for our Services. When OMTI changes fees for our Services, we will send out notices to users via email and on our website three (3) months in advance detailing the changes. If you do not cancel your subscription within those 3 months, then OMTI will automatically bill you at the new rates when the changes go into effect.

You can cancel individual Named User Licenses and options at any time. To avoid being charged for the next month of a Named User License or an option, you must cancel it before the next billing date. OMTI does not provide refunds for unused portions of subscriptions. You can cancel Named User Licenses through our Services, except if when canceling, you are zeroing out the number of Named User Licenses you have. Then you must contact OMTI in writing to cancel the final Named User License per our Lease Agreement. When you cancel your account, OMTI will immediately disable your account and delete Your Content from our services.

If you stop payment on your monthly subscription, do not pay the full amount billed, or your credit card on record in our Services expires, your access to our Services will be suspended fourteen (14) days after the payment was due. If you do not pay any outstanding amount and reauthorize charges within thirty (30) days after payment was due OMTI will terminate your Lease Agreement and Your Content will be deleted from our servers after an additional 30 days. OMTI also reserves the right to collect fees for rejected/insufficient fund payments.

You are responsible for paying any applicable Use Tax or other taxes or fees to the appropriate authorities for your use of our Services. OMTI assumes no responsibility for paying taxes and fees that may apply to your use of our Services.

If you believe there is an error in your subscription invoice you must report it in writing to OMTI Support within 90 days of the date of the invoice. You are still responsible for paying the full amount of invoices for our Services while a dispute exists if you wish to use our Services. If OMTI determines that the amount is indeed an error, OMTI will correct the error within 90 days of receiving the written report by adjusting the next upcoming monthly subscription bill to account for the error.

For all OMTI Services, the laws of the state of California govern all claims, regardless of conflict of laws principles, except that the Federal Arbitration Act governs all provisions relating to arbitration. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in the county where OMTI’s headquarters are situated, currently Orange County, California, for all disputes arising out of or relating to these Terms or the Services that are not heard in arbitration.

OMTI, AND OUR AFFILIATES, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF OUR SERVICES. YOU UNDERSTAND THAT USE OF OUR SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING OUR SERVICES. OMTI DOESN’T GUARANTEE THE ACCURACY OR TIMELINESS OF OUR SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.

If you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from OMTI or any affiliates, resellers, distributors, Third-Party Apps and Services providers, and vendors, direct damages up to an amount equal to your Services fee for the month during which the loss or breach occurred (or up to $10.00 if the Services are free). You can’t recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy doesn’t fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms, the Services, or the software related to the Services.

If we have a dispute, you agree with us to first attempt to resolve the dispute informally for 60 days from receipt of a Notice to Dispute that includes your contact information, your OMTI Services account information, and a description of your dispute, plus any documents supporting your dispute. If that attempt is unsuccessful, you and we agree that the dispute must go through binding individual arbitration with the American Arbitration Association (AAA) under the Federal Arbitration Act, and you and we will not pursue a court trial, class action lawsuit, or other proceeding or request for relief unless all parties agree to this change.

Certain sections of these Terms of Use will survive any termination or cancellation of these Terms. Those sections include this section and sections titled Privacy & Content, Payment Terms (for amounts incurred before the end of these Terms), Jurisdiction, Warranties, Limitation of Liability, Binding Arbitration, and those that by their terms apply after the Terms end.

OMTI may assign these Terms, in whole or in part, at any time without notice to you. You may not assign your rights or obligations under these Terms or transfer any rights to use our Services without OMTI’s prior written agreement. This is the entire agreement between you and OMTI for your use of our Services. It supersedes any prior agreements between you and OMTI regarding your use of our Services. All parts of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we can’t enforce a part of these Terms as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms won’t change. These Terms are solely for your and our benefit; they aren’t for the benefit of any other person, except for OMTI’s successors and assigns.

Except as expressly provided under these Terms, OMTI does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by OMTI or any related entity, including but not limited to any name, trademark, logo, or equivalents. If you give OMTI any idea, proposal, suggestion, or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback, and product improvements (“Feedback”), you give to OMTI, without charge, royalties, or other obligation to you, the right to make, have made, create derivative works, use, share, and commercialize your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires OMTI to license its software, technologies, or documentation to any third party because OMTI includes your Feedback in them.