Terms of Service
Terms of Service
Thank you for downloading the Omni mobile device application (the “App”) and/or using the Omni website at http://www.omni.co (the “Site”) and using Omni Projects, Inc.’s (“Omni”, “Company" or “we” or “our” or “us”) corresponding services that allows you to rent items from local businesses (such items, “Rental Items” and such service, the “Rental Service”), and, in certain markets (“Storage Service Markets”), store and access your Belongings (as defined below) (“Storage Service”), and our online service through which the foregoing services are enabled (“Online Service”, and the foregoing services, collectively with the App and Site, the “Service”). These Terms of Service (“Agreement”) govern your browsing, viewing and other use of the Service, including transactions you agree to enter into with other users of the Service.
Please read this Agreement carefully, as it (among other things) provides: (a) in Section 20 that you and the Company will arbitrate certain claims instead of going to court and that you will not bring class action claims against the Company; and (b) in Section 12 that certain terms and conditions apply with respect to recurring subscription charges for certain paid account types. Please only create a Service account or otherwise use the Service if you agree to be legally bound by all terms and conditions herein. If you are viewing this on your mobile device, you can also view this Agreement via a web browser at https://www.omni.co/terms. Your acceptance of this Agreement creates a legally binding contract between you and the Company. If you do not agree with any aspect of this Agreement, then do not create a Service account or otherwise use the Service (including, where applicable, our optional Omni Shield Protection Service). If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH OMNI IS LIMITED TO BEING A SERVICE 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, ANY AGREEMENTS BETWEEN YOU AND ANY OTHER SERVICE USERS (EXCLUDING, FOR CLARITY, THE RENTAL AGREEMENT DESCRIBED BELOW) OR YOUR OFFLINE ACTIVITIES. 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.
Note for Children. Use of the Service by anyone under the age of 18 is prohibited. By using the Service, you represent and warrant that are you at least 18 years of age.
Omni’s Rental Agreement, at https://www.omni.co/rental-agreement (the “Rental Agreement”) sets forth the terms and conditions which will apply to you as a Renter (as defined below) when you rent Rental Items from a business which rents out Rental Items through the Service (“Rental Owner”) using the Rental Service. You will be required to agree to the terms of the Rental Agreement with respect to each rental you make using the Rental Service. The Rental Agreement, as may be updated by Omni from time to time in accordance with its terms, is also hereby incorporated into this Agreement, and you hereby agree to the terms set forth therein. If you are a Rental Owner, you are subject to the additional terms you have separately agreed with Omni (“Rental Owner Agreement”) in addition to this Agreement and the Rental Agreement to the extent applicable. In the event of a conflict between your Rental Owner Agreement and this Agreement or the Rental Agreement, your Rental Owner Agreement will control to the extent of such conflict.
The Service allows for users to upload content that may be viewed by other users. As further described in Section 5, inappropriate content, including without limitation content that is obscene, pornographic or defamatory, is not allowed and is subject to removal. If you see any prohibited content within the Service, please notify the Company. Users who upload prohibited content may have their accounts terminated.
1. How it Works. Through our Site and App, we offer you: (a) a “Rental Service” by which you can temporarily rent Rental Items from Rental Owners; (b) the “Online Service”, through which we allow you to track and your access and use of the Service (the "Online Service"); and (c) in Storage Service Markets, a "Storage Service," through which we pick up, transport and store your belongings (your "Belongings") that you pack according to the requirements below at the location you specify to us in writing that is within our service area (the "Specified Location").
2. Transactions with Other Users.
2.1 You acknowledge that all transactions you enter into in with other Service users in connection with the Service (including with respect to the Rental Service) are between you and the other Service user and the Company is not a party to such transactions. The Company’s sole involvement in user-to-user transactions is to make available the Service as a platform for users to initiate and engage in such interactions and, with respect to the Rental Service, to facilitate your retrieval of Rental Items from the Rental Owner and your subsequent return of such Rental Items to the Rental Owner. Any agreements between users are directly between the applicable users.
2.2 You are solely responsible for investigating the qualifications, experience, skills and credentials of any user with whom you may communicate with through the Service. You acknowledge that with respect to your rental of Rental Items from Rental Owners via the Rental Service, Omni: (i) has not inspected and will not inspect or guarantee the adequacy or any other characteristics of any Rental Item for any use, (ii) does not guarantee that the Rental Items will be available or meet your needs, (iii) makes no warranties as to whether any other user will perform their obligations under any agreements between you and such other user; (iv) does not guarantee that Rental Items will conform with any provided descriptions or be similar in appearance to any provided photographs, (v) does not screen users with respect to their trustworthiness, history of violence, criminal background or any other background checks, (vi) makes no warranties regarding the existence, safety, quality, adequacy or fitness for a particular purpose of any Rental Items, that a Rental Owner has the proper rights to listed Rental Items or that another user will consummate any transaction; and (vii) makes no representations or warranties regarding the safety or accessibility of a Rental Owner’s location, including, without limitation, known or unknown hazards, dangerous conditions, animals, or other conditions at such location, and Omni has not performed any inspection or verification with respect to the foregoing conditions or the location more generally. Additionally, you understand and agree that nothing in this Agreement or the Rental Agreement shall be construed as, or result in, any leasehold, ownership or similar property right (or promise or representation of same) with respect to Rental Items. You are solely responsible for determining your legal obligations in relation to Rental Items you may request or any agreement you may enter into with another Service user. Omni does not provide legal advice.
2.3 While Omni does not control the acts or omissions of Service users, Omni does desire for Service users to have a good experience using the Service and interacting with other users. As such, when you use the Service, 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 any agreements with other Service users. In the event that you interact with another user via the Service who has inaccurately described their Rental Items or Belongings or their availability, or made a related false or misleading statement or has otherwise misused the Service, please promptly let us know at email@example.com.
3. Representations and Warranties. You represent, warrant and covenant that, in connection with this Agreement or the Service, you will not and will not attempt to: (i) violate any laws, third party rights or our community guidelines and other policies; (ii) store or otherwise transfer, deal in or dispose of Prohibited Belongings (as defined in Section 4.3(f)); (iii) re-join or attempt to use the Service if the Company has banned or suspended you; (iv) defraud the Company or another user; or (v) use another user’s account or allow another person to use your user account. Any illegal activities undertaken in connection with the Service may be referred to the authorities.
4. Rental Service.
4.1 Overview. The Rental Service provides you (a "Renter") functionality by which you can temporarily rent Rental Items from a Rental Owner, subject to your timely payment of Rental Fees (as defined below), as follows:
(a) Pursuant to Rental Owner Agreements, Rental Owners make available for rental designated Rental Items to Renters. As a prospective Renter, you can then offer to rent such item by logging into your Service account and responding to the Rental Owner via the Rental Service.
(b) Unless the Renter pays additional fees for concierge service (subject to availability), the Renter will be required to retrieve the applicable Rental Items directly from the Rental Owner and return such Rental Items to the Rental Owner in accordance with all applicable Omni policies, this Agreement, the Rental Agreement and any agreements directly between the Rental Owner and the Renter, and Omni will have no direct obligation or liability to you with respect to the foregoing.
4.2 Fees. If you accept a rental offer as described in Section 4.1(a): (a) to the extent applicable in connection with any premium concierge services Omni has agreed to provide, applicable transit fees associated with obtaining and returning such Rental Items; (b) a security deposit; (c) the rental rates as applied to the selected rental duration; and (d) any additional fees for item damage or loss (collectively, the “Rental Fees”) shall be applied to your Service account upon your acceptance of such rental offer.
4.3 Rental Items and Belongings; Concierge Services. Subject to availability and your payment of applicable fees and acceptance of any applicable additional terms and conditions, Omni may provide a concierge service whereby Omni may deliver Rental Items from Rental Owners to Renters. In addition to the Rental Agreement and any additional such terms, the following shall apply to Omni’s provision of any such concierge services:
(a) Omni will not deliver or return Rental Items to an address that is not a Specified Location, unless we otherwise agree to do so in writing. Times given for pickup and return are only estimates and Omni shall not be liable for any delay in pickup or return.
(b) Omni may cancel or postpone any pickup or return of Rental Items 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.
(c) You acknowledge and agree that Omni will not be responsible for: (a) dismantling or assembling any unit, system, or furniture (including flat pack); (b) disconnecting, reconnecting, dismantling or reassembling appliances, fixtures, fittings or equipment; or (c) packing Rental Items.
(d) You are solely responsible for the consequences of your choice of Specified Location, including without limitation any loss or theft or, or any damage to, Rental Items which may occur in connection with Rental Items being left for pickup or delivery at the Specified Location, and you agree that Omni shall have no liability for any such consequences except to the extent arising from the gross negligence or willful misconduct of Omni.
(e) Omni or its contractors may, at any time without notifying you, open any packaging to inspect Rental Items if Omni: (i) believes, in its sole discretion, that the Container or packaging may contain any Prohibited Belongings; (ii) is required to do so by the police, fire services, local authorities or by legal process; or considers it necessary, in its sole discretion, in an emergency; or (iii) to prevent injury or damage to persons or property.
(f) Omni may refuse to pickup or continue to deliver any Rental Items, or may return any Rental Items, at your cost, at any time, if, in Omni’s sole discretion, the transport of such Rental Items might present a risk to the safety of any person, or any other goods being transported.
(g) You will be solely responsible for: (a) ensuring that Rental Items have been securely packed so that they can be securely transported and so as not to cause injury or damage or the likelihood of injury or damage to Rental Items, 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 (b) reimbursing Omni in full an amount equal to all damages, liabilities, losses, costs, claims and expenses that Omni and its employees, officers, directors and agents may incur as a result of your use of the Rental Service or any breach by you of this Agreement.
4.4 Rental Agreements. As described above, (a) the Rental Agreement sets forth the terms and conditions which will apply to Renters; and (b) an applicable Rental Owner Agreement sets forth the terms and conditions which will apply to Rental Owners. As a Renter, you will be required to agree to the terms of the Rental Agreement with respect to all of your rentals using the Rental Service.
5. The Storage Service.
Note: The Storage Service is only available in Storage Service Markets.
5.1 Pickup; Delivery.
(a) In the Storage Service Markets, subject to this Agreement your payment of all applicable fees, Omni will: (a) pick up Belongings you have prepared according to this Agreement from the Specified Location; (b) transport your Belongings to our storage facility for storage; and (c) return your Belongings to the Specified Location, upon your request, in each case in accordance with Omni’s then-current policies and lead times (as displayed to you within the Service).
(b) 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.
(c) 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.
(d) You acknowledge and agree that Omni will not be responsible for: (a) dismantling or assembling any unit, system, or furniture (including flat pack); (b) disconnecting, reconnecting, dismantling or reassembling appliances, fixtures, fittings or equipment; or (c) packing Belongings.
(e) 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, or that environmental conditions at our storage facility will be appropriate for your Belongings.
(f)You are solely responsible for the consequences of your choice of Specified Location, including without limitation any loss or theft or, or any damage to, your Belongings which may occur in connection with your Belongings being left for pickup or delivery at the Specified Location, and you agree that Omni shall have no liability for any such consequences except to the extent arising from the gross negligence or willful misconduct of Omni.
5.2 Packing Your Belongings.
(a) You must pack your Belongings into containers meeting the following requirements (whether provided by you or Omni, each a “Container”). Unless otherwise arranged with an Omni Concierge (bins may be available to purchase at our then-current rates), any Omni-provided Containers remain our property. All Containers must be closed completely and securely. If you have any questions about packing your Belongings, please send an email to firstname.lastname@example.org.
(b) 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.
5.3 Your Belongings.
(a) 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 this Agreement.
(b) The Belongings must not include, and you must not store, any Prohibited Belongings in any Containers or otherwise in connection with the Storage Service.
(c) Omni or its contractors may, at any time without notifying you, open any Containers or other packaging to inspect the Belongings if Omni: (i) believes, in its sole discretion, that the Container or packaging may contain any Prohibited Belongings; (ii) is required to do so by the police, fire services, local authorities or by legal process; or considers it necessary, in its sole discretion, in an emergency; or (iii) 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.
(d) 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.
5.4 Your Responsibilities. You will be solely responsible for: (a) 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 injury or damage or the likelihood of injury or damage 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 (b) reimbursing Omni in full an amount equal to all damages, liabilities, losses, costs, claims and expenses that Omni and its employees, officers, directors and agents may incur as a result of your use of the Storage Service or any breach by you of this Agreement.
5.5 Omni’s Right to Withhold or Dispose of Belongings.
(a) Omni has the right to withhold and ultimately dispose of some or all of the Belongings if either: (i) you do not pay any applicable fees or any other payments due under this Agreement; or (ii) you abandon your Belongings, as described below.
(b) You will be responsible for all storage charges and other associated costs incurred by Omni while withholding or disposing of the Belongings. In the event any applicable charges are not timely paid, Omni may provide you with forty-five (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 forty-five (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.
(c) If in Omni’s opinion the Belongings cannot be sold for a reasonable price or at all (for any reason), or despite Omni’s commercially 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, after deduction of all amounts due to Omni hereunder, Omni will pay any excess amounts to you without interest, less Omni’s administrative charges. Omni has no responsibility hereunder to compensate you for Belongings disposed of in accordance with this Agreement other than as expressly set forth in the preceding sentence.
(d) 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 ninety (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 this Agreement and the costs of sale, you must pay any balance outstanding to Omni within seven (7) days of a written demand from Omni. Interest will accrue on the balance in accordance with Section 12 below until the balance is paid in full.
5.6 Omni Shield Protection Service.
(a) As part of the Storage Service, Omni agrees to provide you with a limited protection regarding your Belongings, subject to certain conditions, as set forth in our Omni Shield Protection available at https://omni.co/shield-terms.
6. Online Service.
(a) Solely in markets where the Storage Service is provided, subject to this Agreement your payment of all applicable fees, Omni will photograph your Belongings (“Storage Belongings Photos”) and display the Storage Belongings Photos to you under your Omni account. Omni retains all right, title and interest in and to the Storage Belongings Photos, and they are not Your Content under Section 5.
(b) With respect to the Rental Service, you acknowledge and agree that, as between you and an applicable Rental Owner, all photos of Rental Items provided via the Rental Services are the property of such Rental owners, and such rental Owners retain all right, title and interest in to such photos, and they such Rental Owner’s “Your Content” under Section 7.
(c) You will not be able to use these Service properly without accessing the Online Service.
7. Your Content.
7.1 The Service may allow you and other users to upload, post and share text, images, audio and video, including in a manner such that it may be viewed by other end users of the Service (“Your Content”). You acknowledge that all Your Content is stored on and made available through the Service by the Company’s servers and not on your device.
7.2 You understand that all Your Content is provided to you through the Service only on an “as-available” basis and the Company does not guarantee that the availability of Your Content will be uninterrupted or bug free. You agree you are responsible for all of Your Content and all activities that occur under your user account.
7.3 You shall retain all of your ownership rights in Your Content. You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, display, transmit and prepare derivative works of Your Content, and to additionally distribute and publicly perform Your Content in connection with the Service and the Company’s (and its successor’s) business, in any media formats and through any media channels. You also hereby grant to each user of the Service a non-exclusive license to access and view Your Content as permitted by the functionality of the Service and this Agreement. The aforementioned licenses will terminate with respect to any particular item of your Your Content when you or the Company remove it from the Service, provided that (i) any sublicenses may be perpetual and irrevocable and (ii) you acknowledge that such licenses survive to the extent necessary for a copy of Your Content to be retained by the Company.
7.4 In connection with Your Content, you further agree that you will not: (i) use material that is subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the license rights granted herein; (ii) use material that is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or (iii) post advertisements or marketing content or solicitations of business, or any content of a commercial nature. The Company may investigate an allegation that any Your Content does not conform this to Agreement and may determine in good faith and in its sole discretion whether to remove such Your Content, which it reserves the right to do at any time. If you are a copyright holder and believe in good faith that your content has been made available through the Service without your authorization, you may follow the process outlined at https://omni.co/dmca to notify the Company’s designated agent (pursuant to 17 U.S.C. § 512(c)) and request that the Company remove such content.
7.5 You hereby acknowledge that you may be exposed to Your Content from other users that is inaccurate, offensive, obscene, indecent, or objectionable when using the Service, and further acknowledge that the Company does not control the Your Content posted by Service users and does not have any obligation to monitor such content for any purpose.
8. License to Use the App. If you have downloaded the App, then, subject to your compliance with all the terms and conditions of this Agreement, the Company grants you a limited, nonexclusive, nontransferable, revocable license to use the App on a compatible mobile device for your personal use, in each case in the manner enabled by the Company. If you are using the App on an Apple, Inc. (“Apple”) iOS device, the foregoing license is further limited to use permitted by the Usage Rules set forth in Apple’s App Store Terms of Service.
9. Ownership; Proprietary Rights. As between you and the Company, the Company owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Site, App, Service and all usage and other data generated or collected in connection with the use thereof (the “Company Materials”). Except for as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Company Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Company Materials. The Company reserves the right to modify or discontinue the Service or any version(s) thereof at any time in its sole discretion, with or without notice.
10. Third Party Sites. The Service may include advertisements or other links that allow you to access web sites or other online services that are owned and operated by third parties. You acknowledge and agree that the Company is not responsible and shall have no liability for the content of such third-party sites and services, products or services made available through them, or your use of or interaction with them.
11. Mobile Services; SMS. Use of the App requires usage of data and messaging services provided by your wireless service carrier. Additionally, the App may use SMS messaging to provide you information relating to your use of the Service. 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 Service.
12. Fees and Payments.
12.1 By using the Service 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 this Agreement.
12.2 By agreeing to this Agreement, 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 automatically, on a recurring basis. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service 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.
12.3 Unless otherwise specified upon enrollment, for recurring charges, your payment method will be authorized for up to a month for the applicable Service account type and on a monthly basis thereafter until you cancel your account in accordance with this Section 12. You represent and warrant that you have all necessary rights relating to the provided payment instrument to authorize Omni to make such charges. Your use of the Service may be suspended if we are unable to charge such payment instrument for any reason or if your account is otherwise past due. The fees applicable to your account may be subject to modification from time to time pursuant to notice (which may be given via e-mail) provided by us at least thirty (30) days in advance of the payment date for which the modification would be effective. You may at any time cancel your account as set forth below if you do not agree to any modified fees. All fees must be paid in U.S. dollars (or such other currency(ies) which may be accepted by Company from time to time, as indicated at the time of payment) and are non-refundable.
12.4 YOU MAY INITIATE CANCELLATION OF YOUR ACCOUNT AT ANY TIME BY CONTACTING SUPPORT AT HELLO@OMNI.CO, PROVIDED THAT YOUR ACCOUNT (AND THIS AGREEMENT) WILL REMAIN ACTIVE WIITH RESPECT TO ANY OUTSTANDING RENTALS. NOTE: IN ORDER TO SUCCESSFULLY CANCEL YOUR ACCOUNT, YOU WILL NEED TO EITHER REMOVE ALL BELONGINGS FROM OUR FACILITIES OR PROVIDE OMNI WITH THE AUTHORIZATION TO FORFEIT AND REMOVE/DESTROY YOUR BELONGINGS – OTHERWISE YOU WILL CONTINUE TO BE CHARGED APPLICABLE FEES. IF YOU CANCEL YOUR ACCOUNT IN ACCORDANCE WITH THE FOREGOING, YOU MAY STILL USE YOUR ACCOUNT UNTIL THE END OF YOUR THEN-CURRENT ACCOUNT MONTH. TO NOT BE CHARGED RECURRING FEES FOR YOUR ACCOUNT FOR THE FOLLOWING ACCOUNT MONTH, YOU MUST CANCEL YOUR ACCOUNT IN ACCORDANCE WITH THE FOREGOING AT LEAST THIRTY (30) DAYS PRIOR TO THAT MONTH, OR YOU WILL OTHERWISE BE CHARGED FOR THAT MONTH’S RECURRING FEES. ALL CANCELLATION REQUESTS RECEIVED LESS THAN THIRTY (30) DAYS BEFORE THE FOLLOWING RECURRING FEE MONTH WILL APPLY TO THE FOLLOWING CYCLE.
12.5 IN THE EVENT THAT OMNI SUSPENDS OR TERMINATES YOUR ACCOUNT OR THIS AGREEMENT FOR YOUR BREACH OF THIS AGREEMENT: (A) 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 SERVICE, ANY CONTENT OR DATA ASSOCIATED WITH YOUR ACCOUNT, OR FOR ANYTHING ELSE; AND (B) YOU WILL CONTINUE TO BE LIABLE FOR APPLICABLE FEES UNTIL YOU (AS APPLICABLE) (I) RETURN ALL APPLICABLE RENTAL ITEMS TO THE APPLICABLE RENTAL OWNERS; AND (II) EITHER REMOVE ALL BELONGINGS FROM OUR FACILITIES OR PROVIDE OMNI WITH THE AUTHORIZATION TO FORFEIT AND REMOVE/DESTROY YOUR BELONGINGS.
13. Prohibited Uses. As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of it. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You agree not to scrape or otherwise use automated means to access or gather information from the Service and agree not to bypass any robot exclusion measures we may put into place. In addition, you agree not to use false or misleading information in connection with your user account and acknowledge that we reserve the right to disable any user account with a profile which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).
14. Additional Terms. When you use certain features or materials on the Service, or participate in a particular promotion, event or contest through the Service, such use or participation may be subject to additional terms and conditions posted on the Service. Such additional terms and conditions are hereby incorporated within this Agreement, and you agree to comply with such additional terms and conditions with respect to such use or participation.
15. Termination. You may terminate this Agreement at any time, for any reason or for no reason, by following the process in Section 12.4 . Note that deleting the App from your device will not terminate your Service account. You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement, your account or your use of the Service (in whole or in part), at any time and without notice. The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that the Company shall not be liable to you or any third-party for any such termination. Sections 2.2, 3, 4.2, 4.3(d), 4.3(g), 4.4, 5.1(e), 5.1(f), 5.3, 5.4, 5.5, 7.3, 7.4, 9, 12 and 13-21 and all representations and warranties you make herein will survive any termination of this Agreement.
16. Apple. You hereby acknowledge and agree that Apple, Inc.: (i) is not a party to this Agreement; (ii) has no obligation whatsoever to furnish any maintenance or support services with respect to the App; (iii) is not responsible for addressing claims by you or any third party relating to the App, including any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; (iv) has no responsibility to investigate, defend, settle or discharge any claim that the App or use thereof infringes any third party intellectual property rights; and (v) is a third party beneficiary of this Agreement with the right to enforce its terms against you directly.
17. Disclaimers; No Warranties. THE SERVICE AND ANY MEDIA, INFORMATION, RENTAL ITEMS, BELONGINGS OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DO NOT WARRANT THAT THE SERVICE OR THE FEATURES AND FUNCTIONALITY OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
18. Indemnification. You agree to indemnify and hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Service (or the use or misuse of the Service by anyone using your user name and password), entry into or performance of any agreement with another Service user, your Belongings, use or misuse of another Service user’s Belongings or Rental Items, Your Content, Specified Locations, breach of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of the Company’s willful misconduct or gross negligence. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
19. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE SERVICE, INCLUDING YOUR USE THEREOF, BELONGINGS, RENTAL ITEMS, YOUR CONTENT, OR ANY INTERACTIONS WITH THE COMPANY OR OTHER USERS, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, BELONGINGS, YOUR CONTENT, YOUR USE OF THE SERVICE OR ANY INTERACTIONS WITH THE COMPANY OR OTHER USERS EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO OMNI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LAST CAUSE OF ACTION AROSE; (B) ONE HUNDRED U.S. DOLLARS; OR (C) THE PROTECTION OFFERED UNDER THE OMNI SHIELD PROTECTION SERVICE AT HTTPS://WWW.OMNI.CO/SHIELD-TERMS, TO THE EXTENT APPLICABLE.
20.1 Agreement to Arbitrate. This Section 20 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
20.2 Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).
20.3 Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures (the "AAA Rules"), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 19. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.
20.4 Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
20.5 Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
20.6 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA's Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
20.7 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
20.8 Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 20.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 20.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
21. Miscellaneous. The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Service user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from the Company electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Service that is not subject to arbitration under Section 20 shall be filed only in the state or federal courts in California (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by the Company as set forth herein.
22. More Information; Complaints. The Service is offered by Omni, Inc., located at 944 Market St, Floor 4, San Francisco, CA 94102, email: email@example.com, telephone: (415) 236-3378. If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.