Terms of Service

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in the section 'Support'.

1.3 Acceptance. This Agreement becomes binding upon the earlier of: (a) Customer's electronic or click-through signature of an Order Form or other ordering document that incorporates these terms; (b) Customer's payment of any Fees; or (c) Customer's first access to or use of the Services after being presented with this Agreement.

2.1 Subscription Services provide Customer with access to the hosted software, features and updates made generally available by Company for the selected plan during the applicable Subscription term, subject to this Agreement.

2.2 The scope of Subscription Services (including permitted users, agents, usage limits and included capabilities) is as specified in the applicable Order Form and/or invoice and may vary by plan. Use of Subscription Services remains subject to this Agreement and Company's standard policies then in effect.

3.1 Company can offer, upon Customer request, an initial setup service for Agents ("Initial Agent Setup") delivered only together with an active Subscription and not sold separately.

3.2 Deliverables of the Initial Agent Setup include: (a) a dedicated browser instance and associated browser profile for each Agent; (b) at least one task or goal per Agent, demonstrated in a single successful run documented by screen recording; and (c) an initial Agent description, including personality traits and operating rules.

3.3 Customer Responsibilities. Customer will timely provide all inputs, access credentials, policies, brand guidelines, and a designated point of contact required for Company to perform the Initial Agent Setup.

3.4 Fees. A one-time setup fee applies, as specified in the applicable invoice and/or contract. The setup fee is in addition to Subscription fees.

3.5 Exclusions. The Initial Agent Setup covers human guidance and support only; it does not include credits for running or testing Agents, custom integrations, or support with ongoing iterations after delivery. The Initial Agent Setup demonstrates functionality in a single successful run; it does not guarantee performance at scale, consistency over recurring executions, or automatic adaptation to evolving Customer requirements. Credits are provided solely through the Subscription. Implementation services and services for further operationalization and iterations after delivery may be purchased separately at the then-current rates.

3.6 Acceptance. Deliverables are deemed accepted upon delivery of one task or goal proven in a single successful run, end-to-end, based on the then available information for the task or goal as provided by Customer, documented via screen recording. Acceptance does not require recurring execution. If no written notice of material non-conformance is provided by Customer within five (5) days after delivery, deliverables are also deemed accepted.

3.7 Dependency. Continued use of the setup deliverables requires an active Subscription; access to or operation of the Agents may be disabled upon expiration or termination of the Subscription. The Initial Agent Setup is not transferable and not refundable.

3.8 Agent Actions Disclaimer. Customer acknowledges that Agents operate autonomously based on configurations, instructions, and inputs provided by Customer. Company is not liable for any decisions, actions, outputs, or consequences resulting from Agent operation, including without limitation any errors, omissions, financial losses, or third-party claims arising from Agent-generated content or automated actions. Customer is solely responsible for reviewing, supervising, and validating Agent outputs and for ensuring Agent use complies with applicable laws and third-party terms of service.

4.1 Definitions. "Customer Data" means all data, content, and information submitted by Customer to the Services. "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or reasonably should be understood to be confidential. Customer Data is Customer's Confidential Information.

4.2 Confidentiality Obligations. Each party (the "Receiving Party") shall: (a) not disclose the other party's (the "Disclosing Party's") Confidential Information to third parties except as permitted herein; (b) use Confidential Information only to perform obligations under this Agreement; and (c) protect Confidential Information using reasonable care.

4.3 Customer Data Ownership and Isolation. Customer retains all rights in Customer Data. Company shall not sell, share, or disclose Customer Data to third parties except as required to provide the Services. Customer Data is logically isolated from other customers and is not shared, combined, or made accessible to other customers of the Services.

4.4 Usage Data and Analytics. Company may collect and analyze technical data relating to the provision, use, and performance of the Services ("Usage Data"), excluding Customer Data. Company may create anonymized, aggregated statistics from Usage Data for product improvement and benchmarking, provided such data cannot identify Customer or any individual.

5.1 Customer will pay Company electronically the then applicable fees described in the Offer or on the Company's website for the Services in accordance with the terms therein (the "Fees").

5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the due date indicated in that invoice 15 days after mailing date of the invoice but may be fewer.

6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term.

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement.

6.3 Termination can be effectuated by sending an email to support@o-mega.ai or requesting cancellation in the chatbot in the O-mega app or on the O-mega website.

Unless critical, persistent and unresolvable technical failure of the product has been proven by the Customer that blocks the entire use of the Application, there are no fees refunded. In case a refund is requested by Customer, evidence should be shared with Company immediately after occurrence in the form of a description and screenshots or screen sharing videos for Company to be able to investigate the technical failure and assess whether a refund is applicable.

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.

Notwithstanding anything to the contrary, except for bodily injury of a person, company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Company will provide Technical Support to Customer via chatbot and electronic mail at support@o-mega.ai.

Company will use commercially reasonable efforts to respond to all helpdesk requests within a reasonable time frame.

12.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

12.2 Further, Customer may not remove or export or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations.

12.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect and all applicable laws and regulations.

12.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services.

13.1 Company Ownership. The Services, including all software, technology, algorithms, user interfaces, designs, documentation, and all intellectual property rights therein, are and shall remain the exclusive property of Company and its licensors.

13.2 License Grant. Subject to Customer's compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Subscription term solely for Customer's internal business purposes.

13.3 Customer Content. Customer retains all ownership rights in content, data, and materials that Customer submits to the Services ("Customer Content"). Customer grants Company a limited license to use Customer Content solely as necessary to provide the Services to Customer.

13.4 Agent Outputs. As between Customer and Company, and to the extent permitted by applicable law, Customer owns content generated by Agents operating on Customer's behalf ("Agent Outputs"). Company hereby assigns to Customer all right, title, and interest, if any, in and to Agent Outputs. Company makes no representations or warranties regarding the existence, validity, copyrightability, accuracy, or legal protectability of any rights in Agent Outputs. Customer is solely responsible for reviewing, validating, and determining the appropriate use of Agent Outputs, subject to Section 3.8 (Agent Actions Disclaimer). Customer is solely responsible for maintaining copies of Agent Outputs. Company may delete Agent Outputs in accordance with its data retention policies.

13.5 Feedback. If Customer provides suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer hereby assigns to Company all rights, title, and interest in such Feedback. Feedback shall not be considered Customer's Confidential Information.

13.6 Reservation of Rights. Except for the limited license expressly granted in Section 13.2, no other rights are granted to Customer by this Agreement. All rights not expressly granted herein are reserved by Company.