TERMS AND CONDITIONS OF SERVICE
Description of Service. OMALAB, Inc. provides a web-based application (Audienti app) for automating lead generation (the “Service”). Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. You understand that the Service is provided to you on an “AS-IS” basis and that Audienti assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access and subsequent usage may involve third-party fees (such as Internet access to use the service).
Your Registration Obligations. In consideration of your use of the service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction. You also agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data’) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Audienti has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Audienti has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Children under the age of 13 may not sign up for an Audienti account or use any Audienti service.
Payment and Fees. Payment by Credit Card/Paypal. You hereby authorize Audienti to charge your credit card as set forth in the Payment Method section of the Registration Form to a monthly service fee and overage fees to Audienti at the rates set forth on https://audienti.com/pricing/ or agreed upon rate.
Member Account, Password, and Security. You, (the “User”) will receive a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account designation and are fully responsible for all activities that occur under your password or account designation. You agree to (a) immediately notify Audienti of any unauthorized use of your password or account or any breach of security, and (b) ensure that you exit from your account at the end of each session. Audienti cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
Indemnity. You agree to indemnify and hold Audienti, and its subsidiaries, affiliates, officers, agents, attorneys, co-branders or other partners, and employees, harmless from any and all claims, costs, damages, losses, liabilities and expenses, including reasonable attorney’s fees and costs, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, your violation of any rights of another, or your violation of any law.
General Practices Regarding Use and Storage. You acknowledge that Audienti may establish general practices and limits concerning use of the Service but that Audienti has no responsibility or liability for the deletion or failure to store any information, messages, and other communications or other Content maintained or transmitted by the Service.
Modifications to Service. Audienti reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Audienti shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Suspension and Termination of Service. You agree that Audienti may, under certain circumstances and without prior notice, immediately terminate your Audienti account. Such termination will result in the deactivation or disablement of your account and access to it, and the deletion of Content you collected through the use of the Service. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. Cause for termination shall include but not be limited to, (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (g) your engagement in fraudulent, illegal or improper activities, (h) third party operator requirement, and/or (i) nonpayment of any fees owed by you in connection with the Service. You may terminate your access and use of the Service through your account management page. In no event shall you be entitled to a refund of any fees paid to Audienti hereunder.
Audienti’s Proprietary Rights. Title, ownership rights and all intellectual property rights in and to the Service shall remain the sole and exclusive property of Audienti. Audienti retains all rights not expressly granted to you in this Agreement. You are prohibited from attempting, or knowingly permitting or encouraging others to attempt, to reverse engineer, decompile, disassemble, or otherwise attempt to determine source code or protocols from the Service except and only to the extent permissible by applicable law despite such prohibition. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose, any portion of the Service (including your Audienti account, account designation, password, and other Audienti information), use of the Service, or access to the Service.
Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AUDIENTI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- AUDIENTI MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, (vi) THAT THE INTERNET WILL BE AVAILABLE AND WILL PERFORM.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AUDIENTI OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
Limitation of Liability.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT AUDIENTI SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AUDIENTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGED RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; OR (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR CONTENT.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT Audienti’s service providers disclaim all liability with regard to Audienti’s customers, whether direct, indirect, incidental, consequential, punitive or otherwise, arising out of or related to the use of the services provided under this Agreement. You hereby release Audienti’s service providers from and against all claims, liability, and damages arising out of or related to your use of the Service provided under this Agreement. You will solely be responsible for any third-party claims, damages, and liability arising out of, resulting from or caused by your use of the Service provided under this Agreement including, without limitation, any claims, damages, and liability arising out of, resulting from or caused by any Content you generated.
Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Notice. Audienti may provide you with notices, including those regarding changes to the Agreement, by either text messages, email, regular mail, or postings on the Service.
Trademark Information. The trademarks, service marks, logos, and product, and service names of Audienti are trademarks of OMALAB, Inc (the “Audienti Marks”). You agree not to display or use in any manner, the Audienti Marks without Audienti’s express prior written consent.
Notice and Procedure for Making Claims of Copyright or Intellectual Property Infringement. Audienti respects the intellectual property of others, and we ask our users to do the same. Audienti may, at appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to Audienti’s Copyright Agent:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Notice of claims of copyright or other intellectual property infringement should be addressed to William Flanagan, 8222 Georgia Ave, #204E, Silver Spring MD 20910 ATT: OMALAB INC. You may also email us: [email protected]
Choice of Law and Forum. This agreement and the relationship between you and Audienti shall be governed by the laws of the State of Maryland without regard to its conflict of law provisions. You and Audienti agree to submit to the personal and exclusive jurisdiction of the courts located within Montgomery County, Maryland.
Waiver and Severability of Terms. The failure of Audienti to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and affect.
Non-Transferability. You agree that your Audienti account is non-transferable, and this Agreement may not be assigned by you without Audienti’s prior written consent.
Entire Agreement. This Agreement constitutes the entire agreement between you and Audienti and governs your use of the Service, superseding any prior agreements between you and Audienti with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services from Audienti.
Updated: October 10, 2019