Ometrics LLC — Terms of Service

Ometrics LLC Last Revised: September 22, 2026

Thank you for visiting one of our websites. Our websites (the “Website”), including but not limited to ometrics.com, ochatbot.com, ometrics.agency, myhealthcareleads.com, managed-it-services.org, and others.

This page explains the Terms of Service (“Agreement”) for the Ometrics® website(s) (“Website”) and online services of Ometrics LLC (“Ometrics,” “we,” “us”) — including Ochatbot®, our AI chatbot and lead-generation platform, live chat, exit popups, surveys, funnel/heatmap metrics, and related conversion-rate-optimization and AI tools (collectively, the “Service”). By accessing or using the Service — including by embedding our code, widgets, or scripts on your site or application, or by interacting with an Ometrics-powered chatbot as an end user — you agree to be bound by this Agreement and to the collection and use of information as described in our Privacy Policy, our GDPR & CCPA disclosures, and, where our AI features are involved, our AI Discrimination Policy.

Ometrics may modify this Agreement from time to time. When we do, we will update the “Last Revised” date above and, for material changes, provide notice as described in Section 17(E). Continued use of the Service after a change takes effect constitutes acceptance of the revised Agreement. If you do not agree, you must stop using the Service and remove any embedded code. This Agreement applies to all visitors, registered Users, Customers, and their end users who interact with the Service (collectively, “Users”).

PLEASE READ CAREFULLY. This Agreement contains a mandatory, individual arbitration provision in Section 17(D) that affects how disputes are resolved and includes a class-action and jury-trial waiver, subject to a 30-day opt-out right. It also contains provisions consenting to electronic contracting (Section 17(G)).

1. Use of Our Service

Ometrics provides tools that help businesses understand and engage the visitors and customers of their websites and applications. This includes AI-powered chat and lead-generation ( Ochatbot®, LeadBot), conversion-rate-optimization tools (A/B testing, exit popups, lead/offer sliders, surveys, website feedback tabs, funnel and heatmap metrics), and live chat. Some of these features use artificial intelligence, including generative AI; Section 6 below describes those features and your obligations regarding them.

1. Eligibility. You may use the Service only if you can form a binding contract with Ometrics and only in compliance with this Agreement and all applicable laws. Use of or access to the Service by anyone under the age of 18 is strictly prohibited. The Service is not available to anyone previously removed from the Service by Ometrics.
2. Member Accounts. You must register for an account to access certain features. You may never use another User’s account without permission, and you must provide accurate, complete registration information. You are solely responsible for all activity on your account and for keeping your password secure; we encourage strong passwords and require you to notify us immediately of any breach or unauthorized use. Ometrics is not liable for losses caused by unauthorized use of your account.

By providing your email address, you consent to receive Service-related notices, including notices required by law, and other messages such as feature updates and offers; you may opt out of marketing messages, but not of service-related notices (billing, security, site updates).

You are responsible for maintaining the security of your account, any embedded code or scripts, and all activity under your account. You must not describe or assign keywords to any survey, chatbot prompt, or A/B test in a misleading or unlawful manner, including in a manner that trades on the name or reputation of others. Ometrics may remove any description, keyword, or configuration it considers inappropriate, unlawful, or likely to create liability for Ometrics. You must immediately notify us of any unauthorized use of the Service or any other security breach.

2. Content and Conduct

6. Responsibility of Contributors. If you operate any Services, configure a chatbot, comment on a survey, fill out a form, provide data for our AI to learn from, post material to the Website or blog or one of our tools, or otherwise make material available through the Service (“Content”), you are entirely responsible for that Content and any harm it causes. By making Content available, you represent and warrant that: it does not infringe any third party’s intellectual property rights; you have any necessary employer permissions or waivers; you have complied with applicable third-party licenses; it contains no viruses, malware, or other harmful code; it is not spam or unethical commercial content designed to mislead or manipulate; it is not libelous, defamatory, threatening, or a violation of privacy or publicity rights; and, where the Content includes computer code, prompts, or AI training data, you have accurately categorized and described its type, nature, and effects. You are solely responsible for ensuring that any data you provide to train or configure an AI feature is accurate and not discriminatory or unlawful — see Section 6.

By submitting Content to Ometrics for inclusion on your Website, you grant Ometrics a worldwide, royalty-free, non-exclusive license to reproduce, modify, adapt, and publish the Content solely to display, distribute, and promote your use of the Service. If you delete Content, we will use reasonable efforts to remove it, though cached or archived copies may persist.

Ometrics may, at its discretion, refuse or remove Content that violates this Agreement or is otherwise objectionable, and may terminate or deny access to the Service to any individual or entity for any reason, without obligation to refund amounts previously paid.

1. Responsibility of Website Visitors. Ometrics does not review all material posted to the Website and is not responsible for its content, use, or effects. The Website may contain content that is inaccurate, offensive, or that infringes third-party rights. You are responsible for protecting your own systems from viruses and other harmful content encountered through the Service.
2. Service Rules. You agree not to: (i) copy, distribute, or disclose any part of the Service, including by scraping; (ii) use bots, spiders, or other automated systems to access the Service at a rate exceeding normal human use; (iii) transmit spam or unsolicited email; (iv) interfere with or attempt to compromise the security or integrity of the Service; (v) impose an unreasonable or disproportionate load on our infrastructure; (vi) upload invalid data, viruses, or other harmful code; (vii) harvest personally identifiable information from the Service; (viii) use the Service for unauthorized commercial solicitation; (ix) impersonate another person or entity or misrepresent your affiliation; (x) interfere with the proper working of the Service; (xi) access the Service through unauthorized means; or (xii) bypass any access or usage restrictions we implement, including rate limits or content-filtering measures on our AI features.

We may change or discontinue the Service or any feature, or set usage limits, without prior notice, and may suspend or terminate your access without notice if we determine, in our sole discretion, that you have violated this Agreement.

D. Rules of Conduct.

1. You must be at least 18 years old to visit or use the Website in any manner. By visiting the Website or accepting this Agreement, you represent and warrant to Ometrics that you are 18 years of age or older, and that you have the right, authority, and capacity to agree to and abide by this Agreement.
2. You must not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Website.
3. You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Ometrics prohibits the creation of – and you agree that you will not create – an account for anyone other than yourself. You also represent that all information you provide or provided to Ometrics upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
4. You must not create accounts with the Website through unauthorized means, including by using an automated device, script, bot, spider, crawler or scraper.
5. You must not solicit, collect or use the login credentials of other Website users.
6. You must not use the Website to defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Website.
7. You must not use the Website for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Website, including copyright laws.
8. You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials that you submit, post or display on or via the Website.
9. You must not interfere or disrupt the Website or servers or networks connected to the Website Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Website page is rendered or displayed in a user’s browser or device.
10. You must not use any robot, spider, Website search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Website content or reproduce or circumvent the navigational structure or presentation of the Website without Ometrics’s express prior written consent. Notwithstanding the immediately foregoing sentence (but subject to the other items listed above), Ometrics grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of such materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions, either generally or in specific cases, at any time.
11. You must not restrict or inhibit any other person from using the Website (including by hacking or defacing any portion of the Website).
12. You must not reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Website.
13. Except as expressly permitted by applicable law, you must not modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Website.
14. You must not remove any copyright, trademark or other proprietary rights’ notices from the Website or materials originating from the Website.
15. You must not frame or mirror any part of the Website without Ometrics’s express prior written consent.
16. You must not create a database by systematically downloading and storing all or any Website content.

3. Paid Services

1. Billing Policies. Certain aspects of the Service require a subscription fee or other charge. By electing to use paid features, you agree to the pricing, payment, and billing policies posted or linked at checkout. Ometrics may add new paid features or amend fees for existing services at its discretion, with notice as described in Section 17(E).
2. Refunds. No refunds or exchanges are provided for unused subscription time, license or subscription fees, or associated content or data, except as required by law.
3. Subscription Terms. You are responsible for all fees due for the full term of your subscription, whether or not you cancel before the term ends. Your subscription automatically renews for successive terms equal to the initial term unless you notify Ometrics of your intent not to renew at least sixty (60) days before the end of the then-current term.
4. Usage Terms. Fees based on usage (“Usage Fees”) vary with your site’s or application’s traffic and cannot be predicted in advance. Usage Fees are charged on a 30 day billing cycle, starting the day of selecting the plan.
5. Upgrades and Downgrades. You may upgrade your plan at any time. Downgrading does not entitle you to a refund; any remaining account balance is applied to the lower-tier invoice.
6. Payment Information; Taxes. All payment information you provide must be accurate, complete, and current. You agree to pay all charges incurred through your payment method at the prices in effect when incurred, plus any applicable taxes (excluding taxes on Ometrics’ net income). Unpaid invoices bear interest at 1.5% per month or the maximum rate allowed by law, whichever is less.
7. Credit Card Authorization. By registering, you authorize Ometrics to charge the payment method on file for all Subscription and Usage Fees, and acknowledge that monthly charges are typically processed at the beginning of your 30 day billing cycle or around the 1st of each month. This authorization applies to any replacement payment method you provide in the future. Should you initiate a chargeback for Services actually received, Ometrics may suspend Services, terminate this Agreement, and pursue recovery of resulting losses. Ometrics may suspend or delete an account, including associated Customer Data, following a payment failure, after reasonable notice.

Customer hereby acknowledges that these terms regarding credit card authorization shall apply to any future credit cards Vender (or its agents) may provide for this account.

Customer hereby further acknowledges that Ometrics will suffer irreparable harm should Vender initiate a chargeback to the Account and that monetary damages will be inadequate to compensate Ometrics for such harm should it occur. Accordingly, Ometrics shall be entitled to injunctive or other equitable relief preventing chargebacks without the necessity of proving actual damages or posting a bond. 

Customer acknowledge and agree that Ometrics has the right to suspend and or delete an account including all Customer Data if there is a payment failure.

The failure of either party to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. If a court of competent jurisdiction declares any provision of these Terms of Service to be invalid or unenforceable, the remainder of these Terms of Service will continue in full force and effect. These Terms of Service shall be construed in accordance with the laws of the State of Colorado, without giving effect to its conflict of laws provisions. You and Ometrics agree to submit to the exclusive jurisdiction of the state courts located in Jefferson County, Colorado and the federal courts located in the Denver Colorado, with respect to disputes hereunder.

4. License Grant; Restrictions

1. Grant. Subject to this Agreement, Ometrics grants you a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Service solely to improve usability, conversion-rate optimization, lead generation, customer engagement, customer support, ecommerce and related purposes. You may integrate the Service only on websites or applications you own, operate, or control (“Customer Sites and Applications”). Ometrics reserves all rights not expressly granted.
2. Restrictions. Except as expressly permitted in Section 4(A), you agree not to copy, modify, create derivative works of, reverse engineer, decompile, or attempt to extract the source code, model weights, prompts, or underlying logic of the Service, unless expressly permitted by law or authorized in writing by Ometrics.

5. Ownership Rights

1. Ometrics Proprietary Rights. As between you and Ometrics, Ometrics and its licensors exclusively own all right, title, and interest in the Service, including improvements, updates, underlying software, AI models and prompts, images, text, graphics, and all related intellectual property (“Ometrics Content”). Except as expressly provided, nothing in this Agreement grants you a license under such rights, and you agree not to sell, license, rent, distribute, publicly display, or create derivative works from any Ometrics Content except as this Agreement permits.

Opinions expressed by contributors, authors, or moderators on the Website are their own and not those of Ometrics. Materials on the Website are provided for informational purposes only and are not an endorsement by Ometrics.

Without limiting any of those representations or warranties, Ometrics has the right (though not the obligation) to, in Ometrics sole discretion (i) refuse or remove any content that, in Ometrics reasonable opinion, violates any Ometrics policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Ometrics sole discretion. Ometrics will have no obligation to provide a refund of any amounts previously paid.

1. Your Proprietary Rights.

1. Customer Sites. You own all right, title, and interest in your Customer Sites and Applications and the data and content on them (excluding the Service itself).
2. Customer Data. Customer Data — profile information, data, and other content you or your end users provide in connection with the Service — remains your property. Ometrics uses Customer Data only as described in our Privacy Policy, including using it in aggregate, de-identified form to create reports, improve the Service, and market our offerings. Ometrics has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Ometrics does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Ometrics disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

1. Licenses to Ometrics.

1. Customer Data. You expressly grant, and you represent and warrant that you have all rights necessary to grant, to Ometrics, a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, develop, transmit, distribute, modify, reproduce, publically display, and create derivative works of any Customer Data for the purposes of (a) providing the Services (b) developing, maintaining, supporting, and improving the Services so long as any Customer Data relating to end users of the Customer Sites and Applications is not reasonably identifiable with an individual; (c) marketing, promoting and advertising the Service so long as any Customer Data relating to end users of the Customer Sites and Applicationsis not reasonably identifiable with an individual; and (d) creating and distributing reports so long as any Customer Data relating to end users of the Customer Sites and Applications is not reasonably identifiable with an individual.
2. Name and Logo. You expressly grant, and represent and warrant that you have all rights necessary to grant, to Ometrics, a royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, and distribute your name, logo, or any other identifying words or marks used by and/or associated with you to identify you (Your Marks), in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service to identify you as a customer of Ometrics. Unless otherwise approved in writing by you, we will not remove, obscure, or alter any of Your Marks. Ometrics acknowledges that all goodwill generated through our use of any of Your Marks will inure to your benefit and we hereby assign and will assign to you any and all goodwill generated through our use of any of Your Marks, without any payment or other consideration of any kind to us.
3. Marketing. You expressly grant, and represent and warrant that you have all rights necessary to grant, to Ometrics, a royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, publish, edit, and distribute any of Your Marks, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, to identify you as a customer of Ometrics in connection with any marketing, promotion, or advertising of the Service.
4. Customer References. You expressly grant, and represent and warrant that you have all rights necessary to grant, to Ometrics, a royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, publish, edit, and distribute any of Your Marks, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, to identify you as a customer of Ometrics in connection with providing customer references regarding the Service to other Users.
5. Case Studies. You expressly grant, and represent and warrant that you have all rights necessary to grant, to Ometrics, a royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, publish, edit, and distribute any of Your Marks, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with identifying you in case studies relating to your use of the Service.
6. Feedback and Improvements. You may choose to or we may invite you to submit comments, suggestions, feedback, or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Ometrics under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Ometrics does not waive any rights to use similar or related ideas previously known to Ometrics, or developed by its employees, or obtained from sources other than you.

• Consent to Collection and Use of Customer Data In connection with any Customer Data, you hereby represent and warrant that (a) any personally identifiable information, including without limitation if such information is in aggregate form, about your end users that you provide to Ometrics, directly or indirectly, hereunder was, is, and will be collected with the informed consent of such end users, (b) you have obtained all necessary rights, releases, and permissions to provide such Customer Data to Ometrics, and (c) the collection, use, and disclosure of such information by you does not violate any laws or rights of any third party, including without limitation any Intellectual Property Rights, rights of privacy, or rights of publicity, and is not inconsistent with the terms of any applicable privacy policies. Ometrics takes no responsibility and assumes no liability for any Customer Data that you or any other User or third party provides, posts, publishes or transmits over the Service. You shall be solely responsible for Customer Data and the consequences of using, disclosing, or transmitting it, and you agree that Ometrics is only acting as a passive conduit.

6. Artificial Intelligence Features

1. Nature of the AI. Ochatbot® and related features use scripted logic and generative AI, including retrieval-augmented generation drawing only on data from your website and any data you add — not on the underlying language model’s general training data. Outputs may be inaccurate, incomplete, or unsuitable for a given purpose, and Ometrics does not warrant the accuracy of AI-generated responses or if errors, prompts, or agents cause responses from the underlying LLM.
2. Your Responsibilities as a Customer. You are responsible for the accuracy and lawfulness of any data, prompts, or content you provide for the AI to learn from. You must not knowingly provide false or discriminatory information, and you must promptly correct any discriminatory data Ometrics identifies or that is reported to you. Failure to do so may result in suspension or termination of your account. If you self-manage your AI configuration (“DIY”), you are responsible for reviewing fallback responses and conversation data to confirm questions are answered correctly and that the interface discloses it is AI. If the answer is incorrect the you are responsible to train the AI with the correct data, prompts and other tools.
3. Disclosure to End Users. Ometrics requires that end users be informed they are interacting with an AI, not a human, consistent with our AI Discrimination Policy, Colorado’s AI-related consumer protection law (C.R.S. § 6-1-1701 et seq.), and other applicable law.
4. No Professional Advice. AI-generated content is provided for general informational and customer-engagement purposes only and does not constitute medical, legal, financial, or other professional advice. This is particularly important where the Service is used by health, financial, or similarly regulated businesses; you remain solely responsible for ensuring your use of the Service complies with laws applicable to your industry.
5. Reporting and Remediation. If Ometrics, a Customer, or a consumer identifies unknown algorithmic discrimination that has caused harm or influenced a consequential decision in a biased manner, it should be reported through our contact form or to Ometrics Compliance. Ometrics will investigate, remediate as appropriate, and provide notices required by applicable law (including to the Colorado Attorney General where required), as further described in the AI Discrimination Policy.

 

7.  Services Matching Features

Requests to be Matched. Some of our Websites provide you access to certain services, such as referrals to products, services, suppliers and service providers that may be of interest to you (the “Website Services”), and to certain content provided by us or by third parties, such as news and information regarding such products, services and supplies in various industries (the “Website Content”). PLEASE READ THE FOLLOWING CAREFULLY:

Services. Certain of our Websites provide you with the opportunity to submit requests (each, a “Request”) for information on a wide variety of products and services offered by certain service providers (each such service provider, a “Service Provider”). We cannot and do not guarantee that these Service Providers will provide information for every Request received or that the Service Providers who do respond to your Request can in fact meet all of your requirements. We may reject any Request and/or elect not to forward a Request to participating Service Providers, for any reason or no reason. Subject to certain exceptions below, the Website acts solely as a paid marketing lead generator. Ometrics may receive a marketing lead generation fee from the Service Providers. You should rely on your own judgment in deciding which available product or service and Service Provider best suits your needs.

Transfer of your information. In submitting a Request to be matched on the Website, you agree to allow us to transfer all of your information in connection with your Request to matching Service Providers, whether or not you have specifically selected such Service Provider. If any Service Provider(s) wish to provide information to you in connection with your Request, you will be contacted regarding the offerings and related pricing. Please notify the Service Provider(s) directly if you no longer wish to receive communications from them. The Service Provider(s) may keep your Request information and any other information provided by us in connection with your Request whether or not they offer you a product or service.

8. Privacy, GDPR, and CCPA

1. Consent to Collection and Use of Customer Data. You represent and warrant that any personally identifiable information about your end users that you provide to Ometrics was, is, and will be collected with informed consent, that you have obtained all necessary rights and permissions to provide it, and that your collection, use, and disclosure of it complies with applicable law and your own privacy policies. Ometrics acts only as a passive conduit for Customer Data you or your end users provide, and you are solely responsible for it.
2. How We Handle Data. Full detail on what data we collect, how we use and share it, and your choices is in our Privacy Policy, which is incorporated into this Agreement by reference.
3. GDPR and CCPA. For personal data subject to the EU/UK GDPR, Ometrics generally acts as a data processor on behalf of Customers (data controllers); for personal information subject to the CCPA/CPRA, Ometrics acts as a service provider. Customers who need a Data Processing Agreement may request one as described on our GDPR & CCPA page. End users who wish to know what data we hold about them, request deletion, or exercise other applicable privacy rights (including CCPA “Do Not Sell or Share” requests) may contact us using the information on that page.
4. Security. Ometrics maintains commercially reasonable, industry-standard technical and organizational safeguards designed to protect Customer Data, as described in our Privacy Policy, but cannot guarantee that unauthorized third parties will never defeat those measures. You are responsible for implementing reasonable safeguards on your own systems, including protections against cross-site scripting and appropriate CORS configuration.
5. Data Breach Notification. If Ometrics becomes aware of a security incident affecting Customer Data, we will notify affected Customers without undue delay and in accordance with applicable law, and will reasonably cooperate with Customers’ own breach-notification obligations.

9. Representations and Warranties

Each party warrants that it has full right, power, and authority to enter into and perform this Agreement without any third-party consent. You represent, warrant, and covenant that you will use the Service in accordance with all applicable laws. Ometrics represents, warrants, and covenants that it will use commercially reasonable efforts to prevent the Service from introducing viruses or other harmful contaminants into your systems, though it cannot guarantee that unauthorized third parties will never defeat its safeguards.

10. DMCA Notice

Ometrics respects the intellectual property rights of others and responds to notices of alleged infringement that comply with the Digital Millennium Copyright Act (DMCA). If you believe your copyrighted work has been copied in a way that constitutes infringement and is accessible via the Service, provide our DMCA Agent with:

1. An electronic or physical signature of the person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the allegedly infringing material and its location on the Service;
4. Your contact information (address, telephone number, and email address);
5. A statement of your good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
6. A statement, under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on its behalf.

DMCA Agent Attn: DMCA Notice Ometrics LLC PO Box 2095, Evergreen, CO 80439 Phone: (800) 700-8077 Email: [email protected]

Under federal law, knowingly misrepresenting that material is infringing may result in liability for damages, including costs and attorneys’ fees.

11. Indemnification

Each party will indemnify and hold harmless the other party and its successors and their respective affiliates, officers, directors and employees against and from all third party: claims, actions, demands, damages, liability and expenses (including, without limitation, court costs and reasonable attorneys’ fees) (together, Claims) arising out of or in connection with the indemnifying party’s breach or alleged breach of Sections 8, 9 or 10 of this Agreement. You will further indemnify and hold harmless Ometrics and our successors and our affiliates, officers, directors and employees against and from all Claims arising out of or in connection with the Customer Sites and Applications, including without limitation any violation or alleged violation of any law or third-party rights by the Customer Sites and Applications or any data, content, or information contained therein or transferred thereby. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any Claim for which the indemnified party is seeking indemnity (provided however, the failure to give timely notice shall not relieve the indemnifying party of its obligations under this section except to the extent that such untimely notice materially impairs the ability of the indemnifying party to defend); (ii) granting complete control of the defense and settlement to the indemnifying party (provided however, the indemnified party may participate with counsel of its choosing at its own expense); and (iii) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense, in defense and settlement of such Claim. The indemnifying party shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect to which indemnified party is or could be indemnified hereunder unless such settlement either (a) includes an unconditional release of the indemnified party from all liability on all Claims that are the subject matter of such proceeding or (b) is consented to in writing by the indemnified party (which consent shall not be unreasonably withheld).

12. No Warranty

EXCEPT FOR THE WARRANTIES IN SECTION 8, THE SERVICE — INCLUDING ANY AI-GENERATED CONTENT — IS PROVIDED “AS IS” AND “AS AVAILABLE.” USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION FROM OMETRICS OR THE SERVICE, INCLUDING AI-GENERATED RESPONSES, CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE. OMETRICS DOES NOT WARRANT THAT CONTENT (INCLUDING AI OUTPUT) IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CONTENT OR CODE DOWNLOADED THROUGH THE SERVICE IS DOWNLOADED AT YOUR OWN RISK.

OMETRICS DOES NOT WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY LINKED WEBSITE, AND WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND A THIRD-PARTY PROVIDER.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMETRICS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES — INCLUDING LOST PROFITS, GOODWILL, USE, OR DATA — ARISING FROM USE OF OR INABILITY TO USE THE SERVICE, INCLUDING RELIANCE ON AI-GENERATED CONTENT. OMETRICS IS NOT RESPONSIBLE FOR DAMAGE, LOSS, OR INJURY RESULTING FROM MALICIOUS ACTIVITY, HACKING, OR OTHER UNAUTHORIZED ACCESS TO THE SERVICE OR YOUR ACCOUNT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMETRICS ASSUMES NO LIABILITY FOR: (I) ERRORS OR INACCURACIES IN CONTENT, INCLUDING AI OUTPUT; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE; (III) UNAUTHORIZED ACCESS TO OUR SERVERS OR ANY PERSONAL INFORMATION STORED THERE; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION; (V) BUGS, VIRUSES, PHISHING, TROJAN HORSES, SUPPLY CHAIN ATTACKS, HYPER-LINKED WEBSITE OR SIMILAR CODE TRANSMITTED THROUGH THE SERVICE BY A THIRD PARTY; OR (VI) LOSS OR DAMAGE FROM CONTENT POSTED OR MADE AVAILABLE THROUGH THE SERVICE. IN NO EVENT WILL OMETRICS’ AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNTS YOU PAID TO OMETRICS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED — CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY — EVEN IF OMETRICS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE JURISDICTION.

The Service is controlled and operated from the United States. Ometrics makes no representation that the Service is appropriate for use in other locations. If you access the Service from outside the U.S., you do so at your own risk and are responsible for compliance with applicable local and U.S. laws, including export and import regulations. You may not use the Service if you are located in a country embargoed by the U.S., or if you are on any U.S. government denied- or restricted-party list. Unless stated otherwise, materials on the Service are directed solely to individuals, companies, or entities located in the United States.

14. Confidentiality

“Confidential Information” means information disclosed by one party to the other concerning its business, customers, products, plans, inventions, processes, or techniques that is designated confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure. It does not include information that (i) becomes publicly known through no fault of the receiving party; (ii) is rightfully obtained from a third party without restriction; or (iii) the disclosing party regularly shares without restriction. Each party will not use the other’s Confidential Information for its own or a third party’s benefit, and will protect it with at least the same care it uses for its own confidential information of similar importance.

Unauthorized disclosure of Confidential Information could cause irreparable harm for which monetary damages would be inadequate, entitling the disclosing party to seek equitable relief in addition to any other available remedy. Within five (5) days of termination, each party will destroy or return the other’s Confidential Information in its possession, at the disclosing party’s option. Service Data stored on Ometrics servers under Section 5 is not considered Confidential Information.

15. Term and Termination

This Agreement remains in effect for as long as you access or use the Service, including any active subscription term and renewals under Section 3(C). Ometrics may suspend or terminate your account at any time, without prior notice or liability, if you violate this Agreement. Upon termination, your right to use the Service immediately ceases and any outstanding fees become immediately due and payable. Sections 3 (to the extent unpaid), 5, 7, 9–14, and 16 survive termination or expiration of this Agreement. Upon termination for any reason, you must cease all use of the Service and remove and destroy all copies of the Service’s code and related data from your systems, and certify that you have done so if Ometrics requests.

16. Assignment

This Agreement, and any rights or licenses granted under it, may not be transferred or assigned by you, but may be assigned by Ometrics without restriction, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

17. General

1. Independent Contractors. Neither party may bind the other to any agreement or obligation. Ometrics and you are independent contractors; nothing here creates a partnership, joint venture, or agency relationship. Each party is fully responsible for the persons and entities it employs or retains.
2. Use of Your Name. As described in Section 5(C), you agree that Ometrics may use your name, logo, and identifying marks to identify you as a customer in marketing, promotion, advertising, customer references, case studies, and other business activities related to Ometrics.
3. Governing Law. The Service is deemed based solely in Colorado, and use of the Service does not, by itself, give rise to personal jurisdiction over Ometrics outside Colorado. This Agreement is governed by the internal substantive laws of the State of Colorado, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 17(D), the parties consent to the personal jurisdiction of the state courts in Jefferson County, Colorado, or the U.S. District Court for the District of Colorado, for any action in which Ometrics seeks injunctive or other equitable relief to protect its Intellectual Property Rights.
4. Arbitration; Class Action Waiver. If Ometrics is unable to resolve a dispute with you informally, each party agrees to resolve any claim, dispute, or controversy arising out of or relating to this Agreement (“Actions”), other than claims for injunctive or other equitable relief, by binding arbitration administered by the American Arbitration Association (AAA) in Jefferson County, Colorado under its Commercial Arbitration Rules. The arbitrator’s award may include costs of arbitration, reasonable attorneys’ fees, and reasonable expert-witness costs, and judgment on the award may be entered in any court of competent jurisdiction. Nothing here prevents Ometrics from seeking injunctive or other equitable relief in court to protect its Intellectual Property Rights or other proprietary interests.

ALL ACTIONS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT, YOU AND OMETRICS EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

Opt-Out. You may opt out of this arbitration provision by sending written notice to the address in Section 17(H) within thirty (30) days of first accepting this Agreement. Your notice must include your name, the account or website associated with your use of the Service, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved under Section 17(C) and this Section will not otherwise apply to you, though the remainder of this Agreement will still govern.

1. Notification Procedures. Notices from you to Ometrics must be in writing and sent by registered or certified mail, hand or courier delivery, overnight delivery, or email to the addresses Ometrics provides on the Service. A notice is deemed given on the date delivered, or on the next business day if delivery falls on a weekend or holiday. Ometrics may provide notices — whether required by law or for business or marketing purposes — by email, written notice, or by posting on the Service, at our discretion, except that notice of a material change to this Agreement or a data breach affecting your Customer Data will also be sent by email to the address on your account. Ometrics is not responsible for spam filtering on your end; we recommend adding [email protected] to your contacts.
2. Force Majeure. Neither party is liable for delay or failure to perform any obligation under this Agreement (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or governmental action.
3. Electronic Communications and Signatures. You consent to receive communications from Ometrics electronically and agree that electronic acceptance of this Agreement, and any electronic signature, click, or other manifestation of assent, satisfies any legal requirement that such communications or agreements be in writing, to the extent permitted by the U.S. E-SIGN Act and applicable state law.
4. Entire Agreement; Severability. This Agreement, together with any Authorization Forms, amendments, and additional agreements you enter into with Ometrics regarding the Service, constitutes the entire agreement between you and Ometrics concerning the Service. If a court or arbitrator finds any provision invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. If the class-action or representative-proceeding waiver in Section 17(D) is found unenforceable as to a particular claim or dispute, the arbitration agreement will not apply to that claim or dispute, which must instead be brought in the courts identified in Section 17(C); the remainder of Section 17(D) remains in force for all other claims.
5. No Waiver. No waiver of any term of this Agreement will be deemed a further or continuing waiver of that term or any other term, and Ometrics’ failure to assert any right or provision will not constitute a waiver of that right or provision.