Omnigo's public safety, incident reporting, and security management software enables people across many industries and professions to make their worlds more secure.
The following Master Subscription Agreement is the basis for our relationship with our customers. We aim for excellence in all we do, in transparency in our operation and fairness in all our relationships.
The following terms have the following meanings in this Agreement.
(a) User means each single person employed by or associated with a Customer who has access to Omnigo’s software applications.
(b) Software means the computer applications, including all modules and updates, and all related or additional services listed or referenced on a sales order.
(c) Customer Data means all data created or used by a Customer in its business, including business data, customers of business data, and other information supplied by Customer to Omnigo in connection with or for the use of the Software.
(d) Term means the period a sales order is accepted and ending as agreed upon in the sales order.
(e) Renewals are subsequent periods after the initial Term.
2. Software as a Service.
Subject to all of the terms and conditions of this Agreement, Omnigo grants Customer a non-exclusive, non-transferable right to use the Software solely for Customer’s own business purposes during the Term and any renewal term.
3. Obligations and Warranties of Customer.
(a) Customer Use for Customer’s Business. Customer will use the Software only to process Customer’s own work and shall not process the work of any other entity or person.
(b) Confidential Information. Customer acknowledges that the Software and its documentation contain confidential data and know-how which are trade secrets and are the sole and exclusive property of Omnigo, and Customer will not, during the Term, or thereafter, copy, alter, duplicate, reverse engineer, or make derivative works of the Software or permit anyone else to do so without the prior written consent of Omnigo.
(c) Sale of License or Software. Customer will not sell, license, transfer or otherwise exploit, with or without charge, any of the Software under this Agreement.
(d) Omnigo’s Employees and Contractors. Customer will not employ any person that is employed by Omnigo during the Term of this Agreement and for a period of twenty-four (24) calendar months after termination of this Agreement.
(e) Customer Security. Customer shall provide and maintain security practices and software required to maintain appropriate compliance of customer devices that hold or access protected information including without limitation, risk assessment, security practices and policies, device encryption, malware protection, system updates, and any other applicable security measure required by law, industry regulation, or common best practice. Omnigo is not liable for security breaches concerning Customer controlled devices or hardware.
(f) Speed of Software. Customer has observed the overall processing speed of Omnigo’s software applications during previous product demonstrations performed by Omnigo’s representatives, has agreed that such processing speed is acceptable to Customer and its Users, and will take all reasonable steps to prevent any material degradation of the processing speed available to Users during business hours.
(g) Customer Data. Customer is responsible for the validity, accuracy, and completeness of all Customer Data entered into the Software, or supplied by Customer to Omnigo for entry into the Software, including Customer Data in transit to or from Omnigo, and Customer agrees that Omnigo may refuse to process any Customer Data that in Omnigo's opinion: (i) is not of a quality or condition suitable for processing; (ii) does not comply with Omnigo's applicable standards and procedures; or (iii) is otherwise not in proper machine‑readable form. Omnigo shall not be deemed responsible for any transactions that fail, or regulatory compliance failures, due to incorrect/invalid data.
(h) Competition. Customer will not use the Software, or any part thereof, or any equipment supplied with the Software to develop a competitive product or software.
4. Service Commitment/Availability.
Omnigo intends to provide Users with the ability to run the Software (“Availability”) during 99.7% of each calendar month (“Availability Percentage”) in accordance with the following.
(a) Calculation. The “Availability Percentage” shall be calculated as the product of 100, times a fraction, the numerator of which is the number of hours that services are provided by Omnigo in a particular month and the denominator of which is the total number of hours during the month, less the hours during which service is interrupted for any of the following reasons: (i) scheduled maintenance and service interruptions; (ii) reasons of force majeure, including any unforeseen event beyond the control of Omnigo that prevents Omnigo from performing its obligations under this Agreement; (iii) the inability of Customer to use its personal computers or the slowdown or unavailability of Customer’s local area networks or Internet Service Provider connections; (iv) Customers’ use of unapproved or modified hardware or software; or (v) misuse of Omnigo’s software applications by the Customer or any User;
(b) Customer Invoice Reduction. During each calendar month in which Omnigo fails to achieve the Availability Percentage, the fees due to Omnigo by Customer will be reduced by 1% for each 1% loss in Availability, up to a maximum of a 5% reduction in fees applied to the Customer’s next invoice and not redeemable in cash.
(c) Maintenance and Service Interruptions. Omnigo reserves the right to interrupt service each Wednesday and Sunday morning from 12:01 a.m. to 3:00 a.m., Central time. If Customer will be unable to access the Software for more than fifteen (15) minutes within this pre-established window, Omnigo will advise Customer prior to such unavailability. Omnigo will not be responsible for any damages or costs incurred by the Customer or any of its Users for scheduled maintenance and service interruptions.
(d) Exclusive Remedies. The remedies stated in this paragraph 4 are Customer’s sole and exclusive remedies for service interruption.
5. Help Desk Support.
Omnigo will provide Customers with help desk support Monday through Friday from 8:00 a.m. to 5:00 p.m., Central time, excluding observed holidays. Emergency support is available outside the normal help desk support times.
6. Pricing of Software and Services.
Customer agrees that it has received and understands all information needed by it to evaluate, plan for, and budget the fees, pricing, changes in fees, and other fee conditions. The following terms apply to the prices, billing, and payments for the Software (and related services) provided under the sales order. Omnigo does not charge an implementation or setup fee, and excepting implementation delay by Omnigo, invoicing will commence for all quoted Software and Services no later than the third calendar month following the date of the signed sales order, unless otherwise outlined in Addendum.
(a) Initial and Variable Fees. The initial prices for Omnigo’s Software and services are set forth within the sales order. Customer understands that the prices may vary from month to month for fees based on Users, Students, or other factors detailed within the sales order.
(b) Delinquent Account. Customer hereby agrees that Omnigo has the right to suspend its service to Customer if the Customer’s account becomes delinquent. During the term of any such service suspension, all amounts due under this Agreement shall continue to accrue and be due and payable according to the Agreement. Customer agrees that it shall be liable for all costs of collection of any delinquency, including collection agency fees, reasonable attorney’s fees, and court costs.
7. Limited Warranty.
Omnigo warrants that, under normal use, the Software will be free from defects in workmanship and materials and will function as described during the Term. Omnigo will, at its own expense, update and repair the Software, provided it has been demonstrated to be defective.
Omnigo does not guarantee service results or represent or warrant that all errors will be corrected. Customer agrees that customer’s sole and exclusive remedy for defects shall be limited to the corrective action described in this paragraph.
8. Limitation of Liability.
Omnigo shall not be liable for any special, incidental, indirect, punitive, or consequential damages or for the loss of profit, revenue, or data. Customer’s only remedy shall be a refund of amounts not to exceed the monthly cost paid by customer to Omnigo for a period of ninety (90) days. Omnigo shall not be liable for unauthorized access to or alternation, theft or destruction of the customer’s data files, programs, procedures or information through accident, fraudulent means or devices, or any other cause.
The sales order agreement will terminate at the end of the Term (or Renewal if applicable), or in advance thereof as follows:
(a) Default in Performance. Except as otherwise provided in this Agreement, if either party defaults in the performance of any duty, or the payment of any amount due, under this Agreement, and such default is not cured within 30 days after written notice of default given by the other party, the non-defaulting party may terminate this Agreement by giving written notice of termination. This Agreement will be terminated 10 days after such notice of termination.
(b) Bankruptcy or Insolvency. Either party shall have the right to terminate this Agreement by giving written notice of termination to the other in the event of the insolvency or bankruptcy of such other, whether voluntary or involuntary, or the appointment of a trustee or receiver for such other.
(c) Effect of Termination. Termination shall not affect the collection of any sums due to a party for any period during which this Agreement was in effect, including any additional amounts due from Customer to Omnigo as a result of termination before the end of the Term or Renewal Term. If this Agreement terminates in advance of the end of the Term or Renewal Term, all amounts due from the date of termination until the end of the Term or Renewal Term will become immediately due and payable to Omnigo. After valid advance written notice of termination from Customer is received by Omnigo, this Agreement shall terminate only if Customer has no outstanding balance due to Omnigo on the termination date. If there is an outstanding balance due to Omnigo from Customer on the termination date, the Agreement shall remain in full force and effect and shall renew according to the terms provided herein. Upon termination Customer will immediately cease use of the Software and either return all Software to Omnigo or destroy all copies of the Software (including documentation, manuals, and accompanying materials) in Customer’s possession under Omnigo’s supervision. Upon termination, Omnigo will, if requested, return all Customer Data to Customer within a reasonable period of time in a SQL backup file. Omnigo will have no duty to maintain Customer Data and will destroy all Customer Data within thirty (30) days after termination of this Agreement, unless Customer enters into a separate agreement which will allow Omnigo to maintain Customers data for a monthly fee.
(d) Cancellation. Customers may cancel their subscription in writing by visiting www.omnigo.com/cancel
Omnigo agrees to keep the identity of Customer and all protected information confidential. Customer agrees to allow Omnigo to compile benchmarking, research and development data, including, but not limited to operational, financial and statistical data of Customer in order to provide comparative benchmarking services, decision support services and predictive management services to Omnigo’s customers and prospective customers and for use in Omnigo’s research and development of the Software. Customer agrees to the release of such data for such purposes.
All notices, requests, demands and other communications under this Agreement shall be given to the parties as provided on sales order as each shall notify the other in writing. All notices, requests, demands and other communications under this Agreement shall be in writing, shall be served by hand delivery, overnight courier, or email, and shall be deemed given upon the date of receipt. Notices relating to Software maintenance, Software issues and Software service suspension may be published or posted by Omnigo over its service.
12. General Provisions.
The following general provisions apply to this Agreement:
(a) Assignment. Customer may not assign the benefit or obligation of their agreement with Omnigo without prior written consent from Omnigo. Omnigo may assign this Agreement or any payments due to it under this Agreement.
(b) Binding Effect. This Agreement shall be binding upon the parties, their heirs, legal representatives, affiliates, successors, related parties, and assigns.
(c) Applicable Law. This Agreement shall be governed by and interpreted in accordance with the law of the United States.
(d) Venue. Prior to pursuing legal action Customer agrees to provide Omnigo 60 days to resolve disputes after which both parties agree to move to arbitration.
(e) Integration. This Agreement is an integration which supersedes all prior and contemporaneous oral or written agreements between the parties.
(f) Amendments. No amendment or modification of this Agreement shall be valid or binding upon the parties unless it is made in writing and signed by each of the parties.
(g) Invalidity of Part. If any term or provision of this Agreement is adjudged to be invalid under the laws of any state or the United States, such invalidity shall not affect the validity or operation of the whole Agreement, unless the invalid term destroys the objects of this Agreement.
(h) No Agency. This Agreement does not create any agency relationship between the parties.
(i) Non-Waiver. No failure or delay in exercising any right under this Agreement by either party will operate as a waiver of that any right, nor shall any partial exercise of any right preclude further exercise of the right.
(j) Construction. The paragraph headings in this Agreement are for convenience of reference and shall not affect its interpretation. The terms of this Agreement are to be construed as singular, plural, masculine, feminine, or neuter as context requires.