These Terms of Service (the “Terms” or this “Agreement”) set forth the terms and conditions that govern your access to and use of the websites, software applications, mobile applications, hardware, and other online services provided by Omella, Inc., a Delaware corporation (“Omella,” “we,” “us,” or “our”) (collectively, the “Service”).
The Service includes, without limitation, the Omella website located at omella.com (the “Site”), the Omella mobile application (the “Mobile App”), browser extensions, customer-facing payment and form pages hosted by Omella on behalf of Members, payment processing functionality, electronic signature functionality, and any hardware devices, software, or services provided by Omella.
PLEASE READ THESE TERMS CAREFULLY. THIS AGREEMENT CONTAINS (1) A BINDING INDIVIDUAL ARBITRATION REQUIREMENT, (2) A WAIVER OF YOUR RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST OMELLA, AND (3) A RELEASE BY YOU OF CERTAIN CLAIMS AGAINST OMELLA AS DESCRIBED IN SECTION 1.1. BY USING THE SERVICE YOU AFFIRM THAT YOU AGREE TO THESE PROVISIONS. YOU HAVE A LIMITED RIGHT TO OPT OUT OF THE ARBITRATION PROVISIONS AS DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW.
By creating an Omella account, by clicking a button or checkbox indicating acceptance of these Terms, by using or accessing the Service in any way, or by transacting on the Service, you agree to be bound by these Terms.
For purposes of these Terms:
You must be at least eighteen (18) years of age and able to form a legally binding contract under applicable law to register an Omella account and accept these Terms, except as described in Section 3.
If you are accepting these Terms on behalf of an Organization, you represent and warrant that you have the legal authority to bind that Organization to these Terms, and “you” as used in these Terms refers to that Organization.
If you do not agree with all of the terms and conditions of these Terms, you must not use the Service.
By using the Service to interact with Organizations, other users, or third parties, you release Omella from any and all claims, demands, and damages arising out of or relating to (a) transactions or disputes between you and any Organization or other user regarding goods, services, donations, events, fees, or other items offered or facilitated through the Service; (b) User Content submitted by other users; and (c) any offline interactions between you and any person you encounter through the Service. If you are a California resident, you waive the protections of California Civil Code § 1542 with respect to this release; see Section 30.
Omella is not a bank, money services business, money transmitter, depository institution, or trust company. Omella does not offer banking products and is not insured by the Federal Deposit Insurance Corporation (“FDIC”), the National Credit Union Share Insurance Fund (“NCUSIF”), or any similar governmental authority.
Omella is a technology and software provider and sits outside the flow of funds. Omella does not receive, hold, or take custody of funds moving between Payers and Organizations; all payment processing, money movement, and custody of funds are performed by Omella’s payment processor partners and the financial institutions they use, under their own agreements.
Omella does not act as your tax adviser, agent, trustee, fiduciary, legal adviser, or other intermediary. The information provided by Omella and through the Service does not constitute financial, legal, tax, or other professional advice.
The Service is intended for users located in the United States and its territories. You must be at least eighteen (18) years of age to register an Omella account and accept these Terms.
Under 13. A person under thirteen (13) may not register an account or act as an Organizer. This does not prevent an Organization from collecting a form or payment that a minor submits through the Organization’s Page (for example, a field-trip form or a ticket purchase); where an Organization chooses to collect information or payment from a child under thirteen (13), the Organization is responsible for obtaining any parental consent required by the federal Children’s Online Privacy Protection Act (“COPPA”) and applicable state law.
Ages 13 to 17. An Organization may invite a person who is at least thirteen (13) to act as an Organizer with limited access — for example, to accept card-present payments as a cashier — without access to Organization data or the ability to create Pages. People who are at least thirteen (13) may also participate in fundraisers and act as Payers. In each case the Organization, and where applicable the minor’s parent or legal guardian, is responsible for the minor’s use of the Service and for ensuring it complies with these Terms and applicable law.
Where you collect or submit information of any minor through the Service, you represent and warrant that you have obtained all consents and authorizations required by applicable law, including COPPA and any applicable state student-data-privacy law.
Omella simplifies and facilitates (a) the collection of payments and information from groups of individuals and (b) the request and capture of electronic signatures on electronic documents. The Service is designed for use by Organizations such as schools, school districts, parent-teacher organizations, booster clubs, athletic teams, religious organizations, nonprofits, small businesses, and similar groups, together with the Payers and other individuals who interact with those Organizations through the Service.
The Service includes, without limitation:
The features available to you may vary depending on your account type, the configuration selected by you or your Organization, and applicable plan.
Where the Service is provided to a Member that is a school, school district, or other educational institution (an “Education Member”), or accessed by Organizers or students of an Education Member, this Section 5 applies in addition to the rest of these Terms.
Negotiated School Agreement. Where an Education Member and Omella have entered into a separate written services agreement, data processing addendum, or student data privacy agreement (a “Negotiated School Agreement”), the Negotiated School Agreement controls over these Terms to the extent of any conflict.
No clickwrap binding on certain school district staff. Where an Education Member’s procurement agreement with Omella expressly states that Omella’s standard online terms do not bind staff or end users of the Education Member, those staff and end users will be governed by the Negotiated School Agreement and these Terms shall not be enforced against those individuals to the extent inconsistent with the Negotiated School Agreement.
Student data. Where the Service processes data of K–12 students of an Education Member, Omella acts as a “school official” with a “legitimate educational interest” under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (“FERPA”), and as an “operator” under the Illinois Student Online Personal Protection Act, 105 ILCS 85 (“SOPPA”), and analogous state student-data laws. The handling of student data is governed by the applicable Negotiated School Agreement and the K–12 provisions of the Omella Privacy Policy, not the provisions of the Privacy Policy governing consumer payments.
To access certain features of the Service (including, for Organizations, the ability to receive payments), you must register for an Omella account by providing accurate, current, and complete information about yourself and your Organization, including a valid email address, a password, and contact information (your “Registration Information”). You agree to keep your Registration Information current and to promptly update it when it changes.
You authorize Omella, directly and through Omella’s payment processor partners (including Stripe, Inc. and Finix Payments, Inc.) and other third-party service providers, to make any inquiries we consider necessary or appropriate to verify your identity, the identity of your Organization, and your eligibility to use the Service. These inquiries may include:
Anti-money-laundering, counter-terrorism financing, and “know your customer” laws and card-network rules require Omella’s payment processor partners to verify identifying information for Members who receive payments through the Service. Omella may close, suspend, or limit your account or your access to the Service if Omella or its payment processor partners are unable to verify the information you provide or determine, in their discretion, that your account presents an unacceptable risk.
You are responsible for maintaining the confidentiality of your Registration Information, including your password, and for all activity that occurs through your account. You must notify Omella immediately of any unauthorized use of your account or any other suspected breach of security.
Omella provides Members and Payers with access to payment processing services through one or more third-party payment processor partners, currently Stripe, Inc. (“Stripe”) and Finix Payments, Inc. (“Finix”). The specific processor used for any given transaction is determined by Omella.
By using the Service to send or receive any payment, you agree to be bound by the applicable payment processor’s terms of service:
You authorize Omella to share with Stripe, Finix, and each of their respective acquiring banks, networks, and service providers all information about you, your Organization, your account, and your transactions that they require in order to provide payment processing services. The privacy practices of Stripe and Finix are governed by their own privacy policies, which are referenced in the Omella Privacy Policy.
You agree to comply, and to cause your Organizers to comply, with all rules, regulations, and operating guidelines published by the card networks (Visa, Mastercard, American Express, Discover, JCB, Diners Club, and others) and by the National Automated Clearing House Association (“NACHA”) that apply to your acceptance of payments through the Service (collectively, the “Operating Rules”). The Operating Rules are incorporated by reference into these Terms. You acknowledge that you are responsible for compliance with the Operating Rules regardless of whether you have read them.
Fees for use of the Service and for transactions processed through the Service are described at omella.com/pricing, as updated from time to time. By using the Service, you agree to the applicable fees in effect at the time of your transaction. Omella will provide reasonable advance notice of any change to its fees, generally by email.
Card processing fee. A card processing fee may apply to payments made by card. As with the standard merchant model, an Organization may choose to bear this fee itself or to pass it through to the Payer. Where an Organization passes the fee through, it is displayed to the Payer before the Payer completes payment. It is the Organization’s responsibility to ensure that its choice to pass through any card processing fee complies with applicable law and card-network rules in the jurisdictions where it operates. Omella is not responsible for an Organization’s non-compliant use of this feature, and the Organization will defend, indemnify, and hold Omella harmless from any claim, fine, or liability arising from it.
Payer tips. Where offered, Payer tips are voluntary amounts paid to Omella, not to the Organization, and are not charitable contributions to or on behalf of the Organization unless the Organization separately and expressly represents otherwise. A Payer is never required to leave a tip and may reduce it to zero. Tips may be refunded on request.
Without limiting the foregoing, you agree that you will not use the Service or any payment processor partner’s services in connection with any business or activity prohibited by the Stripe Services Agreement, the Finix Sub-Merchant Agreement, or the Operating Rules. Restricted transactions as defined in Federal Reserve Regulation GG (12 C.F.R. Part 233), including transactions involving unlawful Internet gambling, are prohibited from being processed through your Omella account.
The Service may allow you to link a bank account through a third-party provider, for verification or to authorize a payment. You provide your information to that provider, not to Omella, and the provider’s handling of your information is governed by its own terms and privacy policy. Omella is not responsible for the acts or omissions of any such provider.
When you initiate a transfer of funds to or from a U.S. bank account through the Service, you authorize Omella and its payment processor partners to initiate the corresponding electronic credit or debit through the Automated Clearing House network. You authorize Omella and its payment processor partners to retry a transfer if the initial transfer is rejected by your financial institution.
YOU SHOULD CONFIRM THAT YOUR BANK ACCOUNT CONTAINS FUNDS SUFFICIENT TO COVER ANY PAYMENT BEFORE INITIATING SUCH PAYMENT FROM YOUR BANK ACCOUNT. THIS WILL HELP YOU AVOID OVERDRAFT, INSUFFICIENT FUNDS, OR OTHER FEES YOUR FINANCIAL INSTITUTION MAY CHARGE.
To the extent Regulation E (12 C.F.R. Part 1005) applies to your transactions, the following disclosures are provided. Certain responsibilities under Regulation E — including provisional credits, error investigation timelines, and related consumer protections — are ultimately the obligation of the account-holding financial institution or Omella’s payment processor partner. Omella will cooperate with and facilitate communications between you and the applicable payment processor or financial institution to ensure you can exercise all non-waivable rights under Regulation E.
Tell us at once at contact@omella.com if you believe your account or account credentials have been lost, stolen, or used without your authorization. If you tell us within two (2) business days after learning of the loss, theft, or unauthorized use, your liability for unauthorized Electronic Fund Transfers will be no more than $50. If you do not tell us within two (2) business days, and we can prove we could have prevented the unauthorized transfer if you had told us in time, you could lose as much as $500. If your periodic account statement shows unauthorized transfers and you do not tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove we could have prevented the unauthorized transfer.
If an extenuating circumstance (such as extended travel or hospitalization) prevents you from notifying us within these timeframes, the timeframes will be extended for a reasonable period.
Contact us at contact@omella.com (a) if you believe a payment transaction receipt or statement is wrong, or (b) if you need more information about a transaction. For consumer accounts, we must hear from you no later than sixty (60) days after we sent you the first statement on which the error or problem appeared. For Organization accounts, we must hear from you within thirty (30) calendar days of our sending you a receipt. Your inquiry must include (i) your name, the email address associated with your account, and your account identifier (if available); (ii) a description of the error or transaction in question, and a clear explanation of why you believe there is an error or why you need more information; and (iii) the dollar amount of the suspected error.
We will investigate promptly and, except as otherwise provided in this Section, determine whether an error occurred within ten (10) business days of receiving a notice of error. We will report the results to a consumer in writing within three (3) business days after completing the investigation. We will correct any error within one (1) business day after determining that an error occurred. If we are unable to complete the investigation within ten (10) business days, we may take up to forty-five (45) days from receipt of the notice of error, provided that we (i) provisionally credit the consumer’s account in the amount of the alleged error within ten (10) business days, (ii) inform the consumer within two (2) business days of the provisional credit, (iii) correct the error within one (1) business day after determining that an error occurred, and (iv) report the results within three (3) business days after completing the investigation. These timeframes may be extended to twenty (20) business days (in place of ten) or ninety (90) days (in place of forty-five) for an electronic fund transfer that occurred within thirty (30) days after the first deposit was made to the account.
If we discover a payment processing error that results in you receiving less than the correct amount, we will credit your account for the difference. If the error results in you receiving more than the correct amount, we will debit your account for the difference. Processing errors do not include delays caused by your own error, by any hold or limitation on your account, or by review of a payment or bank transfer.
The Service supports in-person card acceptance through card-reader hardware (the “Card Readers”) and through Omella’s mobile point-of-sale (“Tap-to-Pay”) functionality on compatible devices. Card Readers are provided with only the warranties expressly offered by the original manufacturer.
You agree to use Card Readers and Tap-to-Pay functionality only in accordance with these Terms, the applicable Operating Rules, and any documentation or operational guidance provided by Omella, the manufacturer, or the applicable payment processor. Without limiting the foregoing, you agree:
Where you accept payments using Tap-to-Pay functionality on a compatible mobile device, you represent that you have the right to enroll the device and that you will protect it from unauthorized access. You agree to comply with any applicable device-platform terms in addition to these Terms.
You acknowledge that the Service is designed so that you do not store, transmit, or process raw cardholder data outside the Card Reader or the Service. You are prohibited from storing or retaining any Cardholder Data or Sensitive Authentication Data as those terms are defined in the Payment Card Industry Data Security Standard (“PCI-DSS”), including any Card Verification Value or Card Verification Code, even in encrypted form, except as the Operating Rules and PCI-DSS expressly permit. You are solely responsible for your compliance with PCI-DSS to the extent applicable to your environment outside of the Service.
The Service allows Organizations to collect information and electronic signatures through Pages, including Pages that are divided into sections and routed among multiple participants for completion or approval. A completed submission that includes an electronic signature, and any related record the Service generates or stores, is an “Electronic Document.” Each Electronic Document is associated with “Transaction Data” that may include a unique identifier generated by Omella, the email and IP addresses of the participants, and the dates, times, and events relating to how the Electronic Document was created, viewed, completed, signed, declined, or canceled, including events involved in verifying a signer’s identity or access credentials.
A Member may access an Electronic Document the Member has executed, together with its Transaction Data, by logging into the Member’s account. As a courtesy, Omella may also email a copy to the Member(s) who executed it. Unless stated clearly otherwise, Electronic Documents presented for signature on the Service are not available to be signed in non-electronic form.
You acknowledge and agree, as a Member using the Electronic Documents functionality of the Service:
A Member is responsible for configuring the Service to meet the Member’s obligations to its Organizers, Payers, and signers under applicable privacy, security, data protection, and electronic signature laws. You are responsible for the security of Electronic Documents that are sent to recipients from your account or downloaded from the Service through your account. Omella is not liable for damages arising out of unauthorized access to your account or Electronic Documents if you fail to follow secure password practices. Omella will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your Electronic Documents that are under our direct control within the Service.
Omella does not offer a mechanism to modify, void, or retract an Electronic Document that has already been executed on the Service. Users wishing to modify, void, or retract a signed Electronic Document should execute a new document or consult legal counsel.
Where the Service allows an Organization to collect information through a form or Electronic Document that is routed to, completed by, or shared among more than one person, the Organization determines the form’s contents, the participants, and what each participant is asked to provide or may view. Information is shared among participants because the Organization configured the form and the participants directed their submissions through it — Omella acts only as a passive conduit for that transmission and does not control or determine what any participant may view. The Organization is solely responsible for the information it collects in this way and for sharing it only as permitted by applicable law.
Omella does not verify the identity of any form or document recipient, or that any recipient holds any role, title, or authority they may claim (for example, that an email address belongs to a particular person, or that a recipient is a parent, guardian, or school official). The Organization and the participants are solely responsible for directing each form or document to the correct recipient.
We will store Electronic Documents and other data submitted to the Service by a Member (“Member Data”) so long as the size of that storage does not exceed any storage limit applicable to your account. We may impose reasonable limits on the use and storage of Member Data, including limits on file size, total storage, and other technical parameters.
Member Data may be deleted if you fail to pay any fees due, or if required by law. In the event we delete Member Data pursuant to this Section, we will use commercially reasonable efforts to allow you to transition Member Data out of the Service, unless prohibited by law. You are solely responsible for complying with all applicable document retention laws and regulations, including any duty to provide notice to third parties about retention or deletion of documents.
A Member may retrieve and store copies of Electronic Documents outside of the Service at any time during the term of the Member’s account when the Member is in good standing under these Terms, and may delete Electronic Documents from the Service at the Member’s own discretion. Omella may, in its discretion, delete an uncompleted Electronic Document from the Service upon expiration of its associated request term. Transaction Data associated with executed Electronic Documents will be retained by Omella as necessary to preserve the integrity of the audit trail.
Notwithstanding the foregoing, Omella may be required by PCI-DSS, the Operating Rules, tax law, or other applicable law to retain certain transaction records, even after a Member’s request for deletion. Where such retention is required, Omella will retain only the minimum information necessary to comply with the applicable obligation, and will protect that information in accordance with the Privacy Policy.
Cleared funds from payments collected by an Organization through the Service will be disbursed to a U.S. bank account designated by the Organization through Omella’s payment processor partner, typically by ACH credit. The timing of disbursements depends on the payment processor, the payment method, and the Organization’s account configuration.
For eligible Members, the Service offers an optional check disbursement feature provided in cooperation with a third-party provider. Any account or instrument used in the check disbursement flow is maintained by that provider or its banking partners, not by Omella; Omella does not receive, hold, or take custody of funds in that flow. Your use of the provider’s services is governed by the provider’s own terms and privacy policy. Omella is not responsible for the acts or omissions of the provider.
Except as required by applicable law, Omella is not responsible for funds transferred to an incorrect destination as a result of incorrect bank account credentials provided by you. You should confirm bank account information carefully before initiating a disbursement.
If funds payable to you remain undisbursed and you have not used your account for at least twelve (12) months, and we are unable to reach you using your contact information on file, your funds may be treated as unclaimed property and remitted to the appropriate state in accordance with applicable unclaimed-property law. We will attempt to notify you before doing so where required by law. This Section concerns the disbursement of unclaimed funds only and does not by itself close an active account.
Payments may be invalidated and reversed by Omella or its payment processor partners if, among other reasons, a payment was sent in error, the funding transaction was declined or reversed by the originating financial institution, the payment was unauthorized or unfunded, or the payment was for activities that violated these Terms, the Stripe Services Agreement, the Finix Sub-Merchant Agreement, the Operating Rules, or applicable law.
Some refunds — those issued shortly after the original charge — may appear in the form of a reversal rather than a refund. In that case, the original charge will drop off the Payer’s statement, and a separate credit will not be issued.
As the sender or recipient of a payment that is later invalidated, you may be liable to Omella for the full amount of the payment, and Omella may recover the amount of the payment (plus any fees) from you. Omella may, in its discretion and subject to applicable law, recover the amount from either the sender or the recipient. For example, if you send a payment funded by your bank account and the bank later refuses to honor the transaction, Omella may hold you liable for the payment; if you received that payment, Omella may reverse the payment from your account to cover the liability.
When recovering the amount of an invalidated payment, Omella may:
If a payment is invalidated because the card issuer or originating bank declined or reversed the transaction, you remain liable for the payment even if you disagree with that decision. If you believe a payment initiated with your account was not authorized, you must notify Omella immediately, even if you (or someone else) also disputes the transaction with the card issuer or originating bank. If you fail to report unauthorized activity directly to Omella, Omella may recover the amount of the reversed payment from you.
Refund and chargeback policies of the payment processor partner used for a particular transaction may impose additional requirements. Any fees Omella charges for refunds, disputes, or chargebacks are as described at omella.com/pricing and may be updated on prospective notice.
Omella is a technology service provider and payment platform. Omella is not a party to, and has no responsibility for, the goods, services, donations, events, tickets, memberships, fees, forms, or other items that Organizations collect for or offer through the Service. Without limiting the foregoing:
Omella may, in its discretion, suspend or terminate this Agreement, your access to the Service, or some or all features of the Service, for any reason and at any time, upon notice to you. Upon any termination of this Agreement, any unrestricted funds being held for your benefit by Omella’s payment processor partners will be released in accordance with the applicable processor’s procedures.
To secure the performance of your obligations under this Agreement, you authorize Omella to instruct its payment processor and disbursement partners to hold, reserve, offset, or recover amounts in or payable to your account, as permitted by the applicable partner agreements, card-network Operating Rules, and applicable law. All such holds, reserves, and offsets are effected by the applicable partner or its banking partners acting on Omella’s instruction; Omella does not itself hold or take custody of your funds in connection with this authorization. This authorization survives termination of this Agreement until all amounts you owe under this Agreement have been paid in full.
If we are notified of a court order, garnishment, levy, subpoena, or other legal process affecting you or your account, or if we otherwise determine in good faith that we are required to do so to comply with applicable law or regulatory requirements, we may take such actions as we determine appropriate, including holding payments to or from your account, placing limitations on your account, or releasing funds. We have no obligation to contest or appeal any such legal process. Where required by such legal process or applicable law, holds may remain in place longer than 180 days.
You are responsible and liable for any actions, or failure to act, by any employees, contractors, agents, students, volunteers, or other individuals associated with you who access the Service on your behalf or with your credentials, including all Organizers. Without limiting the foregoing, you are responsible for:
You will defend, indemnify, and hold Omella harmless for all access to and use of the Service occurring through your account, including any breach of these Terms by any Organizer.
You represent, warrant, and agree that you will not, and will not permit any Organizer to, use the Service, or interact with the Service or other Users, in a manner that:
You further represent and warrant that:
If you violate any requirement of this Section or any other provision of these Terms, Omella may immediately suspend or terminate your right to use or access the Service.
If you use the Service to receive funds as a federal candidate or political committee, you represent and warrant that (a) you and your campaign committee are properly registered with the Federal Election Commission, and (b) all activity performed through the Service complies with the Federal Election Campaign Act and FEC rules and regulations. Federal law requires us to use our best efforts to collect and report the name, mailing address, occupation, and name of employer of individuals whose contributions exceed $200 in a calendar year; you authorize us to share this information with you.
You must comply with all applicable U.S. export control, sanctions, and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, and the regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). You may not use the Service in violation of any applicable embargo or sanctions program.
As between Omella and its Members, Members are solely responsible for the personal information of their Organizers, Payers, signers, and other end users that they submit to or receive through the Service. Members must:
Omella sends transactional and operational emails to your Organizers, Payers, signers, and other end users on your behalf and in your name as your agent. You are solely responsible for those communications and their contents, including for ensuring that the recipients have consented to receive them.
If you receive information about any other person or Organization through the Service — including information another participant submits through a shared form or Electronic Document — you must keep that information confidential, use it only in connection with the Service and the purpose for which it was shared, and not disclose it to any third party or use it for marketing without that person’s consent.
For information about how Omella collects, uses, and shares information, see the Omella Privacy Policy, available at omella.com/privacy-policy. The Privacy Policy is incorporated into these Terms by reference. By using the Service, you consent to Omella’s collection, use, and sharing of information as described in the Privacy Policy.
Omella does not sell personal information, as the term “sell” is defined under applicable state privacy laws, including the California Consumer Privacy Act as amended.
You may receive transactional, operational, and security-related communications from Omella that are necessary to provide the Service. These communications cannot be disabled while you have an active account. You may receive marketing communications only if you have not opted out of them. You may opt out of marketing communications at any time by using the unsubscribe link in any marketing email, by updating your account preferences, or by emailing contact@omella.com.
The Service and all content, materials, designs, graphics, software, code, and other intellectual property associated with the Service (collectively, the “Site Content”) are owned by Omella or its licensors and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws. Omella grants you a personal, worldwide, non-assignable, non-sublicensable, non-transferable, and non-exclusive license to use the Service and the Site Content solely as permitted by these Terms.
You may not, except as expressly permitted by these Terms or with Omella’s prior written consent: distribute, reprint, or electronically reproduce any Site Content; use any Omella name, logo, or mark; or remove any proprietary notice from the Service. To request permission, email contact@omella.com.
You agree that Omella may use any feedback, suggestions, or ideas you submit in any manner, including to improve the Service or in advertising and marketing materials. Any personal information will be used in accordance with the Privacy Policy.
You retain ownership of the content you submit to the Service (including Electronic Documents and Member Data, “User Content”). By submitting User Content, you grant Omella a worldwide, non-exclusive, royalty-free license to use, store, copy, transmit, display, and process the User Content solely as necessary to provide the Service to you and as otherwise permitted by these Terms and the Privacy Policy. Omella may also create anonymized and aggregated data derived from User Content for the purpose of operating, improving, and reporting on the Service, provided that such anonymized and aggregated data does not identify you, your Organization, or any individual.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” OMELLA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR CONTENT OF THE SERVICE. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
OMELLA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OMELLA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. OMELLA IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY SERVICE PROVIDER.
You understand and agree that notifications provided through the Service may be delayed, undelivered, or misdirected. Omella does not guarantee delivery or accuracy of any notification and is not liable for any actions taken or not taken in reliance on a notification.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OMELLA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SERVICE, ANY ELECTRONIC DOCUMENT, ANY TRANSACTION CONDUCTED THROUGH THE SERVICE, OR THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER OMELLA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OMELLA’S SOLE AND ENTIRE MAXIMUM LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE WILL NOT EXCEED THE GREATER OF (A) FIVE HUNDRED DOLLARS ($500) AND (B) THE FEES AND OTHER AMOUNTS RETAINED BY OMELLA THAT ARE ATTRIBUTABLE TO YOUR ACCOUNT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; IN THOSE JURISDICTIONS, OMELLA’S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM OMELLA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, LIABILITY FOR FRAUD, ANY STATUTORY RIGHTS THAT CANNOT BE WAIVED BY CONTRACT, OR ANY LIABILITY OR OBLIGATION ARISING UNDER A NEGOTIATED SCHOOL AGREEMENT OR FOR CHARGEBACKS AND AMOUNTS OWED UNDER SECTION 14.
You will defend, indemnify, and hold harmless Omella and its officers, directors, employees, agents, affiliates, licensors, suppliers, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your access to or use of the Service, (b) your negligence, willful misconduct, or fraud, (c) any breach of these Terms by you or any Organizer, (d) your violation of any law or the rights of any third party in connection with your use of the Service, (e) any User Content you submit, or (f) any payment or Electronic Document initiated through your account.
Under no circumstances will Omella be responsible for any damage, loss, or injury resulting from the hacking, tampering with, or other unauthorized access to or use of your account or credentials, or from any information contained therein.
These Terms continue to apply until terminated by you or Omella as described in this Section.
You may terminate these Terms at any time by closing your account. To request account closure, email contact@omella.com. Upon termination by you:
Omella may immediately, and at any time, terminate these Terms (and your right to access and use the Service) by sending notice (where it is safe and lawful to do so) to the email address associated with your account, including for any breach of these Terms, any violation of law, or any reason at Omella’s discretion.
Sections that by their nature should survive termination will survive, including without limitation Sections 14 (Refunds, Reversals, and Chargebacks), 15 (Suspension; Processor Authorization), 22–26 (IP, Disclaimers, Liability, Indemnification), 28 (Dispute Resolution), and 31 (Miscellaneous).
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH OMELLA AND LIMITS YOUR RIGHT TO BRING OR PARTICIPATE IN CERTAIN PROCEEDINGS.
Before initiating any formal proceeding, you and Omella agree to make a good-faith effort to resolve any dispute informally. You agree to first contact Omella at contact@omella.com with a written description of the dispute, your full name, the email address and phone number at which Omella can reach you, and a description of the relief you seek (an “Initial Notice”). Omella will respond within thirty (30) calendar days. If the parties do not resolve the dispute within sixty (60) calendar days after Omella’s receipt of the Initial Notice, you or Omella may initiate arbitration or proceed in small claims court as permitted below. Any limitations period applicable to the dispute will be tolled from the date the Initial Notice is sent until the conclusion of the informal-resolution period. A formal proceeding initiated before the conclusion of this informal-resolution period may be dismissed by the arbitrator or court.
You and Omella agree that any past, present, or future dispute that has arisen or may arise between you and Omella relating in any way to your access to or use of the Service, any payment or transaction through the Service, any Electronic Document, any breach, enforcement, or termination of these Terms, or otherwise relating to Omella (collectively, “Covered Matters”), will be resolved by binding, individual arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules and Procedures (and, where applicable, the JAMS Consumer Arbitration Minimum Standards) in effect at the time the arbitration is initiated. If JAMS is unavailable or refuses to administer the arbitration in accordance with these Terms, the parties will instead arbitrate before the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules.
This Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this arbitration provision and any arbitration proceedings.
The arbitrator has the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or part of it is void or voidable, except that a court of competent jurisdiction will determine the enforceability of the class action waiver in Section 28.3.
The arbitrator’s decision will follow these Terms and will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award only individual relief, and may not award relief that affects users other than you.
YOU AND OMELLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If a court of competent jurisdiction finds this class action waiver unenforceable as to a particular claim, then only that claim will be severed from arbitration and may proceed in court; the remainder of this Section 28 will continue to apply.
The following are not subject to arbitration under this Section 28:
You may opt out of the agreement to arbitrate by sending an email to contact@omella.com with the subject line “Arbitration Opt-Out,” including your full name, the email address associated with your account, and a clear statement of your intent to opt out, within thirty (30) days of the date these Terms first take effect for you or, if later, within thirty (30) days of any material amendment to this Section 28. If you opt out, the rest of these Terms will continue to apply to you.
You agree that any claim or cause of action arising out of or relating to the Service or these Terms must be filed within one (1) year after the claim accrued, or it will be forever barred. This one-year limitation does not apply where applicable law prohibits shortening the limitations period (including, where applicable, claims by minors and certain non-waivable privacy, consumer-protection, or public-injunction claims), to obligations for chargebacks or amounts owed under these Terms, to claims under a Negotiated School Agreement, or to any period during which a claim is tolled under Section 28.1.
These Terms, and your relationship with Omella under these Terms, are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 28. To the extent any dispute is not subject to arbitration and is not a small claims court matter, the parties agree that the exclusive forum for that dispute is the state or federal courts located in Denver County, Colorado, and each party submits to the personal jurisdiction of those courts. This Section 29 does not apply to disputes between Omella and an Education Member governed by a Negotiated School Agreement that specifies a different forum or governing law.
Under California Civil Code Section 1789.3, California residents may receive complaint assistance from the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
If you are a California resident, you waive California Civil Code Section 1542 with respect to the release in Section 1.1. California Civil Code Section 1542 provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
The Service is hosted in the United States and is intended only for users located in the United States and its territories. If you access the Service from outside the United States, you agree to comply with all applicable U.S. federal and state laws governing the Service, and with all applicable laws regarding the transmission of data exported from the United States or the country from which you access the Service. Omella makes no representation that the Service is appropriate or available outside the United States.
Omella may modify these Terms from time to time to reflect changes in technology, the Service, applicable law, or Omella’s business. Any modifications will be posted on the Site, and the “Last Updated” date at the top of these Terms will be revised. Material modifications will be effective no earlier than thirty (30) days after they are posted, except where a shorter period is required to comply with applicable law or to address a security risk. Modifications will not apply retroactively. By continuing to use the Service after the effective date of any modification, you agree to be bound by the modified Terms. If you do not agree to a modification, you must stop using the Service and close your account.
By creating an Omella account or otherwise using the Service, you consent to receive all communications relating to the Service from Omella electronically — by email at the address associated with your account, or through the Site or Mobile App — in lieu of paper. You may withdraw this consent at any time by closing your account, but withdrawing consent will prevent you from continuing to use the Service. To receive a paper copy of any communication, you may email contact@omella.com.
You also consent to the use of electronic signatures and equivalent indications of acceptance in connection with these Terms, the Privacy Policy, and any other agreement between you and Omella, including by clicking a button or checkbox marked “I agree” or similar language.
Severability. If any portion of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to be valid and enforceable, or stricken if it cannot be so modified.
No Waiver. Omella’s failure to enforce any right or provision of these Terms will not waive that right or provision in any subsequent instance.
Survival. All representations, warranties, covenants, and agreements that by their nature should survive termination of these Terms will so survive.
Assignment. You may not transfer or assign any rights or obligations under these Terms without Omella’s prior written consent. Omella may transfer or assign these Terms or any right or obligation under these Terms at any time.
Subrogation. If Omella invalidates and reverses a payment that you made (whether at your initiative or otherwise), you agree that Omella may pursue your rights against the recipient and any third party related to the payment, directly or on your behalf.
Entire Agreement. These Terms (together with the Privacy Policy and any agreement between you and Omella that expressly references these Terms) constitute the entire agreement between you and Omella regarding the Service and supersede all prior agreements, oral or written, on that subject. Except where expressly stated in a writing executed between you and Omella, these Terms will prevail over any conflicting policy or agreement. A signed Negotiated School Agreement between Omella and an Education Member controls over these Terms to the extent of any conflict.
For questions, comments, or claims regarding these Terms or the Service, please contact us at:
Omella, Inc.
1090 S Wadsworth Blvd, Unit C, PMB 5025
Lakewood, CO 80226
Email: contact@omella.com
Phone: (510) 560-6766
Disclaimer for FAQ Content. Any FAQs, knowledge base articles, or similar content published by Omella outside these Terms are intended for general informational purposes only. They are not a substitute for professional legal, tax, or financial advice. Consult a licensed professional for advice on your particular situation.
