IMPORTANT OMNOVIA TERMS OF SERVICE AND USE
BY UTILIZING THE OMNOVIA SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE OMNOVIA SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 13 YEARS OF AGE.
This is a legal agreement (Agreement) between You and omNovia Technologies Inc. (“omNovia”), for use of the omNovia services which You selected or initiated, which may include the omNovia Webinar Pro solution, the omNovia LiveTalk solutions, and/or other audio, video and web communications services provided by omNovia (Services). You refers to the individual who registered and/or provided omNovia his or her credit card or other payment mechanism for the Services or, if the Services are being purchased on behalf of an entity by an individual authorized to purchase the Services on behalf of such entity, then You refers to such entity. If You do not agree with the terms of this Agreement, click the Cancel button and do not use or join any meeting supported by the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
- SERVICES. omNovia will provide the Services in accordance with this Agreement. omNovia may at its sole discretion modify the features of the Services from time to time without prior notice.
- RESPONSIBILITY FOR CONTENT OF YOUR COMMUNICATIONS. You agree that You are solely responsible for the content of all visual, written or audible communications sent by You or in omNovia meetings hosted by You. You agree that You will not use the Services to send unsolicited commercial e-mail outside Your company or organization in violation of applicable law. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although omNovia is not responsible for any such communications, omNovia may delete any such communications of which omNovia becomes aware, at any time without notice to You. You may not use the event API to send any unsolicited emails. By using the API, you agree to only generate emails to recipients who have explicitly requested to attend your webinars and/or meetings.
- CHARGES. You agree that omNovia may charge to Your credit card or other payment mechanism selected by You and approved by omNovia (Your Account) all amounts due and owing for the Services, including Service fees, set up fees, subscription fees, overage fees, conferencing fees, or any other fee or charge associated with Your use of the Services. omNovia may change prices at any time without prior notice. You agree that if payment is not received by the invoice due date, your account may be marked as expired. You agree that in the event omNovia is unable to collect the fees owed to omNovia for the Services through Your Account, omNovia may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by omNovia in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that omNovia may collect a delinquent fee at the lesser of 2% per month or the highest amount permitted by law on any amounts not paid when due. There will be a $25 service fee for checks returned for non-sufficient funds.
- NO COMMERCIAL USE. Other than using the Services for conferences or meetings in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and omNovia, You may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web-site or otherwise generate income from the Services.
- PROPRIETARY RIGHTS. omNovia and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks and service marks associated or displayed with the Services. You will not remove, deface or obscure any of omNovia’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Services.
- TERMINATION. You may terminate this Agreement by providing written notice to omNovia via e-mail to sales@omNovia.com. Such termination will be effective on the later of: (a) the last day of the term (if your Agreement has a fixed term), or (b) thirty (30) days after omNovia’s receipt of your written termination notice. If You fail to comply with any provision of this Agreement, omNovia may terminate this Agreement immediately without notice. Sections 2 through 11, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Services and destroy any copies of associated software within Your possession and control.
- EXPORT RESTRICTIONS. You acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
- INJUNCTIVE RELIEF. You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to omNovia, its affiliates, suppliers and any other party authorized by omNovia to resell, distribute, or promote the Services (“Resellers”), and under such circumstances omNovia, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
- NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND OMNOVIA, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. OMNOVIA, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES, INCLUDING ANY DATA LOSS WHETHER HOSTED BY OMNOVIA OR BY YOU. SPECIFICALLY ANY SLIDES SHOWS, RECASTS, MOVIES, AUDIO FILES HOSTED BY OMNOVIA SHOULD BE ALSO DUPLICATED OFFLINE BY THE CUSTOMER AND YOU AGREE TO HOLD HARMLESS OMNOVIA FOR THE LOSS OF ANY SUCH FILES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. You agree to indemnify, defend and hold harmless omNovia, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, omNovia, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
- DATA RETENTION. omNovia will retain reports, files, movies, and documents for up to 180 days. Through the use of the system and/or APIs, you may download reports for your archival purposes.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OMNOVIA OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF OMNOVIA, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OMNOVIA’S, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
- Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of Texas, U.S.A., as applied to agreements entered into and to be performed in Texas by Texas residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving Harris County, Texas.
- Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
- General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. omNovia may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to omNovia under this Agreement must be sent to the address provided in Section 7 above, or other address as provided by omNovia for such purpose. Any and all rights and remedies of omNovia upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on omNovia, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.
- REFUND. omNovia is a pre-paid service. Therefore, we or any of our affiliates or suppliers will not refund any setup or pre-paid subscription fees upon early termination of any subscribed services.