The lawyers made us post this
Last Updated August 8, 2016
1. Use of Our Site, Mobile App and Services.
A. Who Can Use the Services?
You may use the Site, the Mobile App and/or the Services only if you can form a legally binding contract with Omni, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. By registering to use the Site and/or the Services or downloading or using the Mobile App, you represent and warrant that you are 18 years of age or older; if not, then you are prohibited from using any of our services. You also represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. The Site and the Services not available to any Users previously removed from the Site by Omni.
B. Omni Accounts.
In order to use the Services, you will need to create an account which includes a unique username and a password. You are solely responsible for maintaining the security of your user account, and for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify us immediately of any unauthorized use of your password and/or account, or any other breaches of security. We will not be responsible for any losses, liabilities or damages arising out of any unauthorized use of your computer, mobile device, or other computing device and/or account.
C. Compliance With Laws.
You represent and warrant to us that:
- you have the authority to bind yourself (or any organization or other entity on whose behalf you purport to act) to these Terms;
- your use of the Services will be solely for purposes that are permitted by these Terms;
- your use of the Online Service will not infringe or misappropriate the Intellectual Property Rights of any third party; and
- your use of the Services will comply with all local, state and federal laws, rules, and regulations, and with all our policies.
2. The Storage Service.
A. The Service.
Subject to the terms and conditions of these Terms and Omni’s other policies, and subject to payment of all applicable fees, Omni shall:
- pick up the Belongings you have prepared according to these terms from the Specified Location;
- transport your Belongings to our storage facility for storage; and
- return your Belongings to the Specified Location, upon your request.
Omni will not deliver or return your Belongings to an address that is not a Specified Location, unless we otherwise agree to do so in writing. Times given for delivery, collection, and return are only estimates and Omni shall not be liable for any delay in delivery, collection, or return.
Omni may cancel or postpone any delivery, collection, or return of Belongings in the event that Omni believes, in its sole discretion, that it may endanger any Omni employee, agent, contractor or other individual due to severe weather, earthquakes or other events outside of our reasonable control.
You acknowledge and agree that Omni will not be responsible for:
- dismantling or assembling any unit, system, or furniture (including flat pack);
- disconnecting, reconnecting, dismantling or reassembling appliances, fixtures, fittings or equipment; or
- packing Belongings, unless otherwise expressly agreed by Omni.
Omni does not warrant that our storage facility is a suitable place or means of storage for any particular goods, including without limitation, your Belongings.
B. Packing Your Belongings.
You must pack your Belongings into heavy duty bags or similar containers meeting the following requirements (whether provided by you or Omni, each a “Container”). Any Omni-provided Containers remain our property. The maximum allowable weight in each Container (including the weight of the Container) is 25 lbs. All Containers must be closed completely and securely. If you have any questions about packing your Belongings, please send an email to email@example.com.
If you intend to store Belongings that are too large, heavy or bulky for a Container, you may instead leave them for pick-up in the Specified Location without a Container. Keep in mind that your Belongings must still be packed securely (for instance, in a hard-shell or padded case). If you do not or cannot meet the above requirements, we may in our sole discretion refuse to accept any of your Belongings if we believe they are too large or bulky for a single person to move or carry reasonably or are too vulnerable to damage in the form you have provided them.
C. The Belongings.
You represent and warrant that you own the Belongings or that you otherwise have the right and authority to store and use the Belongings in accordance with these Terms.
The Belongings must not include, and you must not store, any items prohibited in the Prohibited Items List (“Prohibited Belongings”) in any Containers or otherwise in connection with the Storage Services.
Omni or its contractors may, at any time without notifying you, open any Containers or other packaging to inspect the Belongings if Omni:
- believes, in its sole discretion, that the Container or packaging may contain any Prohibited Belongings;
- is required to do so by the police, fire services, local authorities or by court order; or considers it necessary, in its sole discretion, in an emergency or
- to prevent injury or damage to persons or property.
In addition Omni will need to open the Containers or packaging with your Belongings in order to photograph your Belongings as provided herein.
Omni may refuse to store any Belongings, or may return to you any Belongings, at your cost, at any time, if, in Omni’s sole discretion, the storage, or continued storage, of the Belongings might present a risk to the safety of any person, the security of the storage site, or any other goods stored at the storage site.
D. Your Responsibilities.
You will be solely responsible for:
- complying with local, state, and federal laws, rules, and regulations regarding storage of items,
- ensuring that the Belongings have been securely packed into Containers (or otherwise packed as described above) so that they can be securely transported and so as not to cause damage or injury or the likelihood of damage or injury to your Belongings, Omni’s property, employees, agents, contractors, business partners, other goods, or other individuals, whether by spreading of dampness, infestation, leakage or the escape of fumes or substances or otherwise; and
- reimbursing Omni in full an amount equal to all damages, liabilities, costs, claims and expenses that Omni may incur as a result of your use of the Storage Service or any breach by you of these Terms.
E. Omni’s Right to Withhold or Dispose of Belongings.
You are responsible for the timely payment of your fees and ensuring that your subscription does not lapse. Omni shall have the right to withhold and ultimately dispose of some or all of the Belongings in accordance with this clause if either:
- you do not pay any applicable fees or any other payments due under these Terms, or
- you abandon your Belongings, as described below.
You will be responsible for all storage charges and other associated costs reasonably incurred by Omni while withholding or disposing of the Belongings. Omni will provide you with 45 days’ written abandonment notice requiring you to pay all amounts due and contact Omni to arrange for re-delivery of the Belongings to the Specified Location. If upon the expiration of the 45-day notice period you have failed to pay all of the amounts due, Omni may dispose of some or all of the Belongings by sale or otherwise.
If in Omni’s opinion the Belongings cannot be sold for a reasonable price or at all (for any reason), or despite Omni’s reasonable efforts they remain unsold, you authorize Omni to treat them as abandoned and to destroy or otherwise dispose of them. You shall be responsible for all costs reasonably incurred by Omni in relation to the disposal of the Belongings. If Omni receives money on disposal of the Belongings, the net proceeds of sale will be credited to your account and Omni will pay any excess amounts to you without interest, less Omni’s administrative charges.
If, after having made reasonable efforts to do so, Omni is unable to return any excess amounts received by Omni from the disposal of your Belongings to you, including having given not less than 90 days’ written notice to you, then to the extent permitted by applicable law Omni may retain any such excess amounts for its own account. If the proceeds of sale (if any) are insufficient to discharge the outstanding charges or any other payments due to Omni under these Terms and the costs of sale, you must pay any balance outstanding to Omni within 7 days of a written demand from Omni. Interest will accrue on the balance in accordance with the Payment Section above until the balance is paid in full.
F. Omni’s Limited Guarantee.
Omni agrees to provide you with a limited indemnity regarding your Belongings, subject to certain conditions, as set forth in our Limited Guarantee Policy.
3. Lending Service.
A. The Service.
Subject to your compliance with these Terms, including without limitation, payment of all fees under your account, Omni shall provide its users ( “Lenders”) with functionality by which they can make available for viewing to another user of their choice such of their Belongings as they designate available for potential lending to a contact from their mobile device. Such Lender can then send an SMS message to such user via the Lending Service. After this initial communication, the receiving user can offer to borrow such item by logging into their Service account (or creating an account) and responding to the Lender via the Lending Service. If the Lender accepts such offer, any applicable transit fees associated with obtaining and returning such Belonging(s) (“Borrower Transit Fees”) shall be applied to such user’s (a “Borrower) Service account and any and all other terms of the lending arrangement are entirely between the Lender and the Borrower.
YOU UNDERSTAND AND AGREE THAT OMNI IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN LENDERS AND BORROWERS (“LENDING AGREEMENT”), NOR IS OMNI A BROKER, AGENT OR INSURER. OMNI HAS NO CONTROL OVER THE CONDUCT OF LENDERS OR BORROWERS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IF YOU CHOOSE TO MAKE YOUR BELONGINGS AVAILABLE VIA THE LENDING SERVICE, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH OMNI IS LIMITED TO BEING A SERVICES USER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF OMNI FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF OMNI. OMNI DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LENDING AGREEMENT, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR LENDING AGREEMENT, OR ANY OTHER MATTERS RELATED TO ANY LENDING AGREEMENT, THAT YOU PROVIDE. YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF OMNI, INCLUDING BY INAPPROPRIATELY USING ANY OMNI INTELLECTUAL PROPERTY.
IN YOUR CAPACITY AS A BORROWER, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR CARE, CUSTODY AND RETURN OF THE ANY LOANED BELONGINGS IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LENDING AGREEMENT. IN YOUR CAPACITY AS LENDER, YOU UNDERSTAND AND AGREE THAT OMNI IS NOT RESPONSIBLE FOR THE ACTS OF THE BORROWER, AND WITH THE EXCEPT OF COLLECTION OF THE BORROWER TRANSIT FEES AND ASSOCIATED SERVICES, THE LOAN ARRANGEMENT, AND ANY DAMAGE OR LOSS RESULTING THEREFROM, IS ENTIRELY BETWEEN YOU AND THE BORROWER, AND OMNI SHALL HAVE NO LIABILITY THEREFOR.
You acknowledge that all transactions you enter into via the Lending Service are between you and other Lending Service users, whether acting as a Lender or Borrower, and Omni is not a party to such transactions. Omni’s sole involvement in user-to-user transactions is to make available a service for Lenders to make certain designated Belongings available for viewing and sending an initial communication to a potential Borrower and facilitating delivery and return of the applicable item. Any agreement for borrowing initiated via the Lending Service constitutes a contract directly between the applicable Lender and Borrower for the provision of the stated Belongings subject to such terms as may be agreed to between the Lender and Borrower in a Lending Agreement.
You are solely responsible for investigating the qualifications, experience, skills and credentials of any user with whom you may communicate with through the Lending Service. You acknowledge that with respect to the Lender, Omni: (i) does not inspect or guarantee the adequacy or any other characteristics of any Belonging for any use, (ii) does not guarantee that the Belongings will be available or meet your needs, (iii) does not guarantee that the Belongings or their availability will conform with any provided descriptions or be similar in appearance to any provided photographs, (iv) does not screen Lenders with respect to their trustworthiness, history of violence, criminal background or any other background checks and (v) makes no warranties regarding the existence, safety, quality, adequacy or fitness for a particular purpose of any provided Belongings, that a Lender has the proper rights to listed Belongings or that a Lender will consummate any transaction. You acknowledge that with respect to the Borrowers, Omni: (a) does not screen Borrowers with respect to their trustworthiness, history of violence, criminal background or any other background checks and (b) does not guarantee any Borrower will consummate any transaction; and (c) makes no warranties as to whether a Borrower will pay amounts owed for a transaction. Additionally, you understand and agree that nothing in this Agreement or the Lending Services shall be construed as, or result in, any leasehold, ownership or similar property right (or promise or representation of same) with respect to the applicable Belongings.
You are solely responsible for determining your legal obligations in relation to any Belongings you may offer or request or any Lending Agreement you may enter into. Omni does not provide legal advice.
While Omni does not control the acts or omissions of Lending Service users, Omni does desire for Lending Service users to have a good experience using the Lending Service and interacting with other users. As such, when you use the Lending Service in a Lender capacity, you agree to: (i) accurately describe your Belongings and availability and not make any false or misleading statements relating to any of the foregoing; and (ii) use your reasonable best efforts to timely complete all of your obligations under the Lending Agreement and provide the Belongings in a professional and workmanlike manner as described in your Lending Agreement. In addition, when you use the Lending Service in a Borrower capacity, you agree to promptly make payment to the Lender in accordance with the payment schedule agreed upon in the Lending Agreement. Without limiting Omni’s other rights to terminate this Agreement or your use of the Lending Service, you acknowledge that Company may terminate your use of the Services and this Agreement in the event that Omni determines (in its sole discretion) that you have breached any portion of this Section.
D. Mobile Services.
Use of the Lending Service requires usage of data and messaging services provided by your wireless service carrier. In particular, the Mobile App may use SMS messaging to provide you information relating to your use of the Lending Service. For example, SMS may be used to notify you that a Lender has a Belonging you may wish to borrow as a Borrower. You hereby consent to receiving such messages. You acknowledge and agree that you are solely responsible for data usage fees, messaging fees and any other fees that your wireless service carrier may charge in connection with your use of the Lending Service.
E. Fees and Payments.
All Borrower Transit Fee payments are subject to the Payment terms set forth in Section 7 and the terms set forth in this Section 3.E. Other than collecting Borrower Transit Fees, the Lending Service does not facilitate any payments between Borrowers and Lenders or collect any fees from either party in relation to Lending Agreements. Any monetary transactions between Borrowers and Lenders are entirely between such parties, and Omni is a third party with respect to such transactions. Whether you are a Borrower or a Lender with regard to a specific transaction, you agree to defend, indemnify and hold Omni and its officers, directors, employees and agents harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any and all demands, claims, actions, suits or proceedings brought by a third party against any of them (“Claims”) arising out of or relating to any transaction relating to you effectuated in connection with the Lending Service, including, without limitation, any Claims with respect to damage, loss or delayed return of the applicable Belongings, except to the extent of the collection of Borrower Transit Fees.
Lenders and Borrowers, not Omni, are solely responsible for honoring any Lending Agreements and representations regarding any Belongings borrowed through the Lending Service. Each Lender and Borrower acknowledges and agrees that they, and not Omni, will be responsible for performing the obligations of any Lending Agreements, that Omni is not a party to such agreements, and that, with the exception of its collection of Borrower Transit Fees, Omni disclaims all liability arising from or related to any such agreements.
Each Borrower agrees to pay Omni for the Borrower Transit Fees. As a Borrower, you understand and agree that Omni will collect the Borrower Transit Fees due once Omni receives confirmation of Lender’s acceptance of your offer; if necessary, Borrower Transit Fees may instead be collected at a later point. Borrower Transit Fees are nonrefundable in all instances.
The Lender and Borrower are solely responsible for all aspects of all Lending Agreements, including performance thereof in accordance with all applicable laws and the content of any applicable terms and conditions. Omni has no obligation or liability with respect to the quality, safety, morality or legality of any Lending Agreement.
4. Online Services.
A. The Service.
Subject to your compliance with these Terms, including without limitation, payment of all fees under your account, Omni shall Photograph your Belongings packed in the Containers (“Belongings Photos”), and display the Belongings Photos to you under your Omni account.
B. Online Service License Grant.
Subject to your compliance with these Terms, Omni grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to view, display, download and make one copy of the public content of the Site (including without limitation the Omni Content (as defined below)) for your personal, noncommercial use only to the extent necessary to use the Online Service and as permitted by the features of the Site. Omni reserves all rights not expressly granted herein in the Site and the Omni Content. Omni may terminate this license at any time for any reason or no reason on notice to you.
C. User Content.
Some areas of the Site may allow Users to provide or upload content such as profile information, photos of Belongings, description of the Belongings, personal notes, comments, questions, and other content or information (collectively, “User Content”). You are solely responsible for the content of, and any harm resulting from, any User Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User Content. We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by sharing User Content through the Site, you agree to allow us to view, edit, and/or share your User Content in accordance with the functionality of the Site, your settings, and these Terms. Omni has the right (but not the obligation) in its sole discretion to remove any User Content that is provided to or transmitted via the Site.
You may not post User Content that:
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
- may create a risk of any other loss or damage to any person or property;
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- may constitute or contribute to a crime or tort;
- contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
- contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
- contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
- contains any information or content that you know is not correct and current.
- Omni reserves the right, but is not obligated, to reject and/or remove any User Content that Omni believes, in its sole discretion, violates these provisions.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, rights of privacy, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
D. Representations and Warranties in Connection With Your User Content.
In connection with your User Content, you represent, warrant and covenant as follows:
- You have the right to post all User Content you submit, and have fully complied with any third-party licenses relating to User Content, and have taken all steps necessary to pass through to end users any required terms.
- You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Site and these Terms, and each such person has released you from any liability that may arise in relation to such use.
- Your User Content and Omni’s use thereof as contemplated by these Terms, the Site, the Mobile App and Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights.
- Omni may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
Omni takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Site. You shall be solely responsible for your User Content and the consequences of posting or publishing it. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Omni shall not be liable for any damages you allege to incur as a result of User Content.
E. User Content License Grant.
By posting any User Content on the Site, you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Omni and its successors a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, adapt, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site, Mobile App, Services and Omni’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site and Services (and derivative works thereof) in any media formats and through any media channels. You also agree that Omni has the right to elect not to accept, post, store, display, publish or transmit any User Content in our sole discretion.
You agree that these rights and licenses include a right for Omni to make such User Content available to, and pass these rights along to, others with whom Omni has contractual relationships related to the provision of the Services, solely for the purpose of providing such services, and to otherwise permit access to or disclose your User Content to third parties if we determine such access is necessary to comply with our legal obligations.
If you elect to use any third party service or application that is integrated with our Online Service, you also agree that the licenses granted to Omni in the preceding paragraph shall apply to User Content that is submitted or uploaded through such third party service or application. We do not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.
5. Code of Conduct.
You may not use the Online Service to transmit any content (including text, software, images, or other information) that:
- is unlawful or promotes unlawful activities;
- defames, harasses, abuses, threatens, or incites violence towards any individual or group;
- is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of Omni or any third party;
- infringes any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
- impersonates any person or entity, including any of our employees or representatives; or
- violates the privacy of any third party.
In addition, you may not:
- use any data mining, scraping, crawling, or similar data gathering methods to access or obtain information through any means that Omni has not purposely made available through the Online Service.
- attempt to gain unauthorized access to any data or feature of the Service, or any other systems or networks connected to the Service or to any Omni server.
- probe, scan or test the vulnerability of the Service or any network connected to the Service.
- copy, distribute, or disclose any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”;
- attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
- take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure;
- upload viruses, worms, or other software agents through the Site;
- collect or harvest any personally identifiable information, including account names, from the Service;
- use the Service for any commercial solicitation purposes;
- impersonate another person or otherwise misrepresent your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; or
- bypass the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.
You acknowledge and agree that any liability, loss or damage that occurs as a result of any User interactions that you input or receive through your use of the Online Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your interactions with the Online Service.
6. Omni’s Rights in Connection With the Service.
A. Content Rights.
While you own the User Content you upload or submit using our Online Service (subject to third-party rights), you acknowledge and agree that Omni (or our licensors) own all right, title and interest in and to the Services, including, without limitation, all software comprising a part of the Services that is hosted on our servers and all software deployed by you or a third party to enable you to use the Services and the Mobile App (the “Software”).
B. Intellectual Property Rights.
In agreeing to these Terms, you also agree that the Services and Software, including all Intellectual Property Rights are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any Software, unless you are expressly permitted to do so under an applicable open source license or we give you express written permission to do so.
C. Right to Modify the Service.
We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Serviced and any Software, including changes that may affect the previous mode of operation of the Services. We expect that any such modifications will enhance the overall Services, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions and messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your User Content and other data, and impose other limitations at any time, with or without notice.
You also acknowledge that a variety of Omni actions may impair or prevent you from accessing your User Content or using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that Omni has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Omni Content or User Content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services.
D. Right to Engage Third Parties.
E. Right to Use Third-Party Software.
Omni may from time to time include as part of the Services computer software supplied by third parties, which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. Omni expressly disclaims any warranty or other assurance to you regarding such third-party software.
7. Pricing and Changes.
By using the Services or other paid services or products that Omni may provide from time to time, you agree to our pricing and payment terms, as we may update them from time to time. Omni may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.
By agreeing to these Terms, you are giving us (or a third-party payment processor working on our behalf) permission to charge your on-file credit card, debit card, or other approved methods of payment for fees that you owe Omni. Depending on the transaction, we may charge you on a one-time or recurring basis. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Site or Storage Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Omni at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. Any amounts not paid when due shall bear interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is less.
You may cancel your Omni account at any time by logging on to your User Account or contacting support; however, there are no refunds for cancellation. In the event that Omni suspends or terminates your account or these Terms for your breach of these Terms, you will receive no refund or exchange for any unused storage time, any license or subscription fees for any portion of the Site or Storage Services, any content or data associated with your account, or for anything else.
8. Mobile App.
To use the Mobile App you must have a compatible mobile device. Omni does not warrant that the Mobile App will be compatible with your mobile device. Omni hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use a compiled code copy of the Mobile App for one Omni account on one mobile device owned or leased solely by you, for your personal use. You may not:
- modify, disassemble, decompile or reverse engineer the Mobile App, except to the extent that such restriction is expressly prohibited by law;
- rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile App to any third party or use the Mobile App to provide time sharing or similar Sites for any third party;
- make any copies of the Mobile App;
- remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile App, features that prevent or restrict use or copying of any content accessible through the Mobile App, or features that enforce limitations on use of the Mobile App; or
- delete any copyright or other proprietary rights notices on the Mobile App.
You acknowledge that Omni may from time to time issue updated versions of the Mobile App, and (if supported by and enabled on your applicable mobile device) may automatically electronically update the version of the Mobile App that you are using on your mobile device. These Terms (as they themselves may be updated) apply to all such updates. Any third-party code that may be incorporated in the Mobile App is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile App or any copy thereof, and Omni (or its licensors) retain all right, title, and interest in the Mobile App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Omni reserves all rights not expressly granted under these Terms.
B. Mobile App from iTunes.
The following applies to any Mobile App you acquire from the iTunes Store (“iTunes-Sourced Software”):
You acknowledge and agree that these Terms are solely between you and Omni, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Site. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Sites with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Omni as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Omni as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s Intellectual Property Rights, Omni, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Omni acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the iTunes-Sourced Software against you as a third-party beneficiary thereof.
9. Our Proprietary Rights.
Except for your User Content and User Content belonging to other Users, the Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, Site marks, copyrights, photographs (including Belongings Photos), audio, videos, music (“Omni Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Omni and its licensors (including other Users who post User Content to the Site). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Omni Content or third party User Content. Use of the Omni Content for any purpose not expressly permitted by these Terms is strictly prohibited.
You may choose to or we may invite you to submit feedback, comments, suggestions, error identifications, or ideas about the Site or Storage Services, including without limitation about how to improve the Site, the Services, or our other services or products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Omni under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Omni does not waive any rights to use similar or related ideas previously known to Omni, or developed by its employees, or obtained from sources other than you.
11. Disclaimer of Warranties.
THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. USE OF THE SITE, MOBILE APP AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OMNI OR THROUGH THE SITE OR IN CONNECTION WITH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, OMNI, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SITE OR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT (INCLUDING OMNI CONTENT) DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SITE.
OMNI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE OMNI SITE OR STORAGE SERVICES OR ANY WEBSITE OR SERVICE HYPERLINKED TO THE SITE, AND OMNI WILL NOT BE A PARTY TO OR MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
SOME JURISDICTIONS MAY NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. DMCA Notices.
Since we respect the rights of artists and content owners, it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Site, please notify Omni’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Site;
- Information reasonably sufficient to permit Omni to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
Please submit this information to:
Attn: DMCA Policy Department - Omni Projects, Inc. Mailing Address: 975 Bryant Street San Francisco, CA 94103 | Email: firstname.lastname@example.org
Please note that under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
This procedure is exclusively for notifying Omni and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Omni’s rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Omni has adopted a policy of terminating, in appropriate circumstances, the accounts of Users who are deemed to be repeat infringers. Omni may also at its sole discretion limit access to the Site and/or terminate the accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.
You agree to defend, indemnify and hold harmless Omni and its subsidiaries and affiliates, and its and their respective agents, licensors, managers employees, contractors, officers and directors (collectively, the “Omni Entities”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or related to:
- your use of and access to the Site and the Mobile App, including any data or content transmitted or received by you;
- your use of the Services;
- your violation of these Terms, including without limitation your breach of any of the representations and warranties above;
- your violation of any third-party right, including without limitation, any Intellectual Property Rights; your violation of any applicable law, rule, or regulation;
- any of your User Content or Belongings, or anything that is submitted via your account; or
- any other party’s access and use of the Site or Services with your unique username, password or other appropriate security code.
14. Limitation of Liability
A. Exclusive Remedy for Loss or Damage.
Omni’s SOLE RESPONSIBILITY, and your SOLE REMEDY, for any loss of or damage to your Belongings as a result of the Services (the “Covered Claims”), is as provided in the Limited Guarantee Policy. To the maximum extent permitted by applicable law, you hereby release and waive all other claims that you may have against any Omni Entities, together with our contracted delivery company and your apartment building, from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to any Covered Claim. You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law that may relate to waiver of unknown claims, including the provision of California Civil Code § 1542 (which provides that, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”).
B. Other Limitations.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OMNI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE OR SERVICES. UNDER NO CIRCUMSTANCES WILL OMNI BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OMNI HEREBY DISCLAIMS ANY LIABILITY AND RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SITE OR SERVICES (EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED GUARANTEE POLICY); (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED GUARANTEE INDEMNITY POLICY, IN NO EVENT SHALL OMNI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO OMNI HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LAST CAUSE OF ACTION AROSE OR $100, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF OMNI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Site is controlled and operated from facilities in the United States. Omni makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. All materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
15. Business Failure
In the event that Omni ceases operations, we will attempt to make reasonable efforts to return your Belongings to you, but cannot guarantee if and when such returns will occur. Omni will not be liable for any failure to return Belongings in the event of a business failure.
16. Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
A. Governing Law.
This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Notwithstanding the above with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and we each hereby irrevocably consent to the exclusive personal jurisdiction of the federal and state courts located in San Francisco, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our Intellectual Property Rights, as set forth in the Arbitration provision below.
If you believe you have a Covered Claim, you must submit it to us as described in our Limited Guarantee Policy. For any other dispute with Omni, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally.
In the unlikely event that Omni has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any Omni claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.
The arbitration will be conducted in San Francisco, California, unless you and Omni agree otherwise. Each party will be responsible for paying its own JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Omni from seeking injunctive or other equitable relief from the courts as necessary to protect any of Omni’s proprietary interests.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED THE SITE OR SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE EXPLICITLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
You may terminate these Terms at any time by notifying us of the termination, requesting the return of your Belongings through the Site and paying any outstanding fees due to us. Upon termination of your account for any reason or no reason, you continue to be bound by these Terms with respect to your actions and transactions occurring prior to such termination.
Upon termination of these Terms for any reason all of your rights and licenses to the Online Service shall terminate, effective immediately, and all the unpaid fees shall become due and payable. Once you have paid all the fees and expenses due under your account, Omni shall deliver your Belongings to the Specified Location within a reasonable time. It is your responsibility to pick up the Belongings from the Specified Location. Omni’s responsibility in connection with your Belongings ends upon delivery of your Belongings to the Specified Location. If within 45 days following termination of these Terms for any reason you fail to arrange for delivery of all of your Belongings, then Omni may process the Belongings as provided above.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Omni’s prior, written consent, but may be freely assigned by Omni without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Force Majeure.
Notwithstanding anything to the contrary, Omni will not be liable or responsible for any damage to or loss of any Belongings, or failure to perform, or delay in performance of, any of its obligations under these Terms, including without limitation any Storage Service or Online Service, that is caused by events outside its reasonable control (including but not limited to acts of God, flood, earthquake, windstorm or other natural disaster; war, armed conflict, terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination; any law or government order, rule, regulation or direction, or any action taken by a government or public authority; fire, explosion or accidental damage; adverse weather conditions; interruption or failure of utility service, including but not limited to electric power, gas or water; any labor dispute, including but not limited to strikes, industrial action or lockouts; non-performance or delay by suppliers or subcontractors; and failure of plant machinery, machinery, vehicles, computers, the Internet or telecommunications.
C. Changes to the Agreement.
D. Entire Agreement; Severability.
This Agreement constitutes the entire agreement between you and Omni concerning the Site and Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of the unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
E. No Waiver.
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Omni’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.