Saas Subscription Agreement
This SaaS Subscription Agreement (“Agreement”) is entered into as of the Effective Date set forth in the applicable Order Form, by and between OmnifiCX, Inc., a Delaware corporation with offices located at 16192 Coastal Highway, Lewes, Delaware 19958 (“OmnifiCX”, “Company”, “we”, “our”, “us”) and you, the Licensee (“Customer”, “you”, “your”).
By executing an Order Form referencing this Agreement, or by accessing or using the services under this Agreement, you agree to be bound by all terms herein. If you do not agree, do not subscribe, access, or use the services.
1. Definitions
“Service” means the SaaS-based software, features, modules, integrations, APIs, tools, documentation, enhancements, upgrades, support, hosting, and related services provided by OmnifiCX.
“Order Form” means any ordering document, quote, or invoice referencing this Agreement and defining subscription terms, fees, usage metrics, and services.
“Subscription Term” means the period during which Customer is authorized to use the Service under an Order Form.
“Usage Metrics” means limits on usage such as users, seats, transactions, storage, or API calls.
“Support Services” means maintenance, upgrades, patches, and technical support provided by OmnifiCX.
“Confidential Information” means all non-public proprietary or sensitive information disclosed in connection with this Agreement.
“Customer Data” means all data, content, or materials submitted or generated through Customer’s use of the Service.
“Documentation” means user guides, manuals, and technical materials describing the Service.
2. Grant Of Rights And License
OmnifiCX grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term solely for internal business purposes, subject to this Agreement and applicable Usage Metrics.
The Service may be used worldwide unless restricted by export laws or the Order Form.
Trial or evaluation access is provided “as is” and may be terminated at any time.
3. Customer Responsibilities And Restrictions
Customer agrees to:
• Use the Service lawfully and in compliance with applicable laws
• Not reverse engineer or attempt to derive source code
• Not provide the Service to third parties without permission
• Not disable security or license controls
• Maintain account security and notify OmnifiCX of breaches
• Provide accurate registration and billing information
OmnifiCX may monitor usage to ensure compliance with Usage Metrics.
4. Service Delivery, Hosting And Availability
OmnifiCX will provide access to the Service over the internet and use commercially reasonable efforts to ensure availability.
The Service is hosted on infrastructure selected by OmnifiCX with appropriate security, redundancy, backups, and disaster recovery.
Target uptime is 99.5% per month, subject to the Service Level Agreement (Schedule A).
Scheduled and emergency maintenance may occur with reasonable notice where possible.
5. Fees, Payment And Taxes
Customer shall pay all Fees as specified in the Order Form. Fees are due in advance and non-refundable unless otherwise stated.
Late payments may accrue interest and result in suspension.
Customer is responsible for all applicable taxes, excluding taxes on OmnifiCX’s income.
6. Confidentiality And Data Protection
Each party shall protect Confidential Information with reasonable care.
Customer retains ownership of Customer Data. OmnifiCX may use Customer Data solely to provide and support the Service.
OmnifiCX will comply with applicable data protection laws and implement reasonable security safeguards.
Subprocessors may be used subject to contractual data protection obligations.
OmnifiCX will notify Customer of qualifying data breaches as required by law.
7. Export Control And Compliance
Customer shall comply with all applicable export control and sanctions laws.
Customer represents it is not located in or affiliated with sanctioned jurisdictions or entities.
The Service may not be used for prohibited end uses.
8. Warranties And Disclaimer
OmnifiCX warrants that it has authority to enter into this Agreement and that the Service will substantially conform to the SLA when used as permitted.
Except for these express warranties, the Service is provided “as is” and OmnifiCX disclaims all other warranties to the maximum extent permitted by law.
9. Limitation Of Liability
OmnifiCX shall not be liable for indirect, incidental, or consequential damages.
Aggregate liability shall not exceed the Fees paid in the twelve (12) months preceding the claim, except where prohibited by law.
10. Indemnification
Customer shall indemnify OmnifiCX against claims arising from Customer’s misuse, breach, or violation of law.
OmnifiCX shall indemnify Customer against third-party claims alleging intellectual property infringement, subject to notice and cooperation.
11. Term, Renewal, Suspension And Termination
The Agreement continues for the Subscription Term and renews automatically unless timely notice is given.
OmnifiCX may suspend or terminate access for non-payment, breach, security risk, or legal requirement.
Upon termination, Customer must cease use and outstanding obligations survive.
12. Intellectual Property Rights
OmnifiCX retains all rights in the Service and Documentation.
Customer retains all rights in Customer Data and grants OmnifiCX a limited license to process it for Service delivery.
Feedback may be used by OmnifiCX without restriction.
13. Third-Party Components
Third-party or open-source components are governed by their own licenses. OmnifiCX disclaims liability for third-party applications.
14. Insurance
OmnifiCX shall maintain commercially reasonable insurance, including cyber liability coverage.
15. Publicity And Marketing
OmnifiCX may use Customer’s name and logo for marketing only with prior written approval.
16. Warranty Disclaimer And No Other Warranties
Except as expressly stated, the Service is provided “as is” and without warranties of any kind.
17. General Provisions
This Agreement is governed by the laws of the State of Delaware, with exclusive jurisdiction in New Castle County, Delaware.
The Agreement constitutes the entire agreement between the parties and supersedes prior agreements.
Assignment, notices, force majeure, audit rights, and compliance obligations apply as set forth herein.
Schedule A – Service Level Agreement (Sla)
A1. Definitions
“Monthly Uptime Percentage” means total minutes in a month minus downtime, divided by total minutes.
“Downtime” means Service unavailability excluding Scheduled or Excluded Downtime.
A2. Service Commitment
OmnifiCX targets a Monthly Uptime Percentage of 99.5%.
A3. Service Credits
Service credits may apply if uptime falls below commitments, subject to defined thresholds and conditions. Credits are the sole remedy for SLA failures.
A4. Exclusions From Sla Coverage
Exclusions include force majeure events, customer misuse, third-party failures, scheduled maintenance, and beta features.
A5. Maintenance Windows
Scheduled maintenance will be communicated at least 48 hours in advance where possible.
A6. Monitoring And Reporting
OmnifiCX will monitor uptime and provide reports upon request.
A7. Termination For Repeated Sla Failures
Customer may terminate for repeated SLA failures as defined in the Agreement.
A8. Disclaimer And Exclusive Remedy
Service credits are the exclusive remedy for uptime failures.
A9. Modifications To Sla
OmnifiCX may modify the SLA with prior notice.
A10. Contact For Sla Claims
All SLA claims must be submitted in writing to OmnifiCX at the address specified in the Agreement.