OMNINEXT TECH LLC

These Terms of Service (the "Terms") govern your subscription to, access to, and use of the Platform and Services provided by OmniNext Tech LLC, a Wyoming limited liability company, doing business as OmniCore ("OmniNext Tech," "OmniCore," or the "Company").

PLEASE READ THESE TERMS CAREFULLY.

Capitalized terms have the meanings set forth herein or in the incorporated Schedules.

By completing the registration process, creating an account, subscribing to any Services, accessing the Platform, or otherwise using any portion of the Platform and/or Services, you represent and warrant that:

1. You have read, understand, and agree to be bound by these Terms;
2. You are of legal age and capacity to form a binding contract under applicable law;
3. All information provided in connection with your registration or use of the Platform is true, accurate, current, and complete; and
4. You have the legal authority to enter into these Terms either personally or on behalf of the business entity identified as the Customer, and to bind such entity to this Agreement.

Certain components of the Platform may include third-party software, open-source software, or separately licensed materials. Such components are governed by their respective license terms and not exclusively by these Terms.

Upon acceptance, these Terms, together with our Privacy Policy, Data Processing Addendum, Affiliate Agreement (if applicable), and all incorporated Schedules (collectively, the "Agreement"), constitute a legally binding agreement between you (or the business entity you represent) and OmniNext Tech LLC, including its officers, managers, directors, affiliates, successors, and permitted assigns.

This Agreement governs:

• Your access to and use of the Platform
• Your subscription to Services
• All communications and transactions conducted through the Platform
• All interactions between you and OmniNext Tech relating to the Platform

If you do not agree to these Terms, you must not register for, access, or use the Platform. Your access to or use of the Platform constitutes acceptance of these Terms.

In the event of a conflict between these Terms and any incorporated Schedule or supplemental agreement, these Terms shall control unless explicitly stated otherwise in a signed written agreement executed by OmniNext Tech LLC.

OmniNext Tech provides the Platform exclusively for business use. No exclusivity is granted. Customers, users, white-label partners, affiliates, agencies, contractors, and resellers are independent entities and are not employees, agents, joint venturers, or representatives of OmniNext Tech.

OmniNext Tech is a technology provider only.

OmniNext Tech is not responsible for:

• Your relationship with your customers
• Your compliance with applicable laws
• The content of communications sent through the Platform
• Disputes between you and your customers
• Losses arising from your customer interactions

You acknowledge and agree that you are solely responsible for implementing and maintaining your own terms of service, privacy policies, and compliance mechanisms governing your relationship with your end users and customers.

OmniNext Tech disclaims all liability arising from your use of the Platform in connection with your customers, including but not limited to disputes, regulatory investigations, claims, damages, or enforcement actions.

You are strongly encouraged to consult independent legal counsel to ensure that your use of the Platform complies with all applicable laws, regulations, and industry requirements.

The Platform is offered for business use and use in connection with an individual's trade, craft, or profession. You must be at least eighteen (18) years old to create an Account or use the Platform. By registering for, accessing, or using the Platform, you represent and warrant that you meet this age requirement and that you have the legal capacity to enter into this Agreement.

You are responsible for maintaining the confidentiality and security of all usernames, passwords, access tokens, API keys, authentication devices, and other access credentials (collectively, "Login Credentials"). You are responsible for all activity that occurs under your Account, whether authorized or unauthorized, including actions taken by your employees, contractors, agents, or any other person to whom you provide access.

You agree to:

• restrict access to only those persons who have a legitimate business need and are bound by obligations at least as protective as these Terms;
• promptly disable access for any user no longer authorized;
• implement reasonable security safeguards, including multi-factor authentication (MFA/2FA) where available; and
• notify OmniNext Tech promptly upon discovery of any suspected unauthorized access, compromise, or misuse of Login Credentials or the Account.

OmniNext Tech may suspend or disable Login Credentials or access to the Platform at any time if we reasonably believe the Account has been compromised, is being misused, or is associated with activity that violates these Terms or applicable law.

Accounts are generally non-transferable except as expressly permitted under these Terms (including Section 1.4 regarding ownership disputes and Section 1.10 regarding certain customer transfer situations where applicable).

The person who accepts these Terms and creates the Account is the Account owner unless the Account is created or used on behalf of a business entity, in which case the business entity is the Account owner ("Customer"). If you accept these Terms on behalf of a business entity, you represent and warrant you have authority to bind the entity.

If a dispute arises as to Account ownership or control, OmniNext Tech may request documentation to determine the rightful owner and may suspend access while the dispute is pending. OmniNext Tech is not required to adjudicate disputes between users, agencies, customers, partners, or other third parties.

In determining ownership or control, OmniNext Tech may consider, without limitation:

• the identity of the person or entity that has consistently paid fees and charges associated with the Account using the payment method on file;
• the identity of the original Account creator;
• verifiable government-issued or state-issued business documentation demonstrating ownership or authorized control of the associated entity (e.g., articles/organization documents, business license, operating agreement, corporate resolutions);
• written agreements between disputing parties (if verifiable);
• court orders or legally binding settlement agreements; and
• any other evidence OmniNext Tech reasonably deems relevant.

OmniNext Tech may disregard any evidence that appears altered, fraudulent, incomplete, or unreliable. If the rightful owner cannot be reasonably determined, or the disputing parties do not resolve the matter promptly, OmniNext Tech may suspend or terminate the Account until resolution.

You agree to defend, indemnify, and hold harmless OmniNext Tech from any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from or related to OmniNext Tech's actions taken in connection with an Account ownership dispute.

You may not access, use, or attempt to access the Platform if you are a competitor of OmniNext Tech (including any employee, officer, director, partner, contractor, or agent of a competitor) or if you intend to use the Platform to evaluate, benchmark, copy, reverse engineer, or compete with OmniNext Tech.

OmniNext Tech may suspend or terminate access if we reasonably believe you are using the Platform to compete with OmniNext Tech or to obtain proprietary information for competitive purposes.

You may use the Platform only for lawful purposes and in accordance with these Terms. You are responsible for your conduct and for the conduct of all persons who access the Platform through your Account, including sub-users and any customers/end users you provide access to.

You agree that you will not, and will not permit any third party to:

• use the Platform for any unlawful, deceptive, fraudulent, or harmful purpose;
• misrepresent OmniNext Tech, OmniCore, the Platform, the Services, pricing, performance, capabilities, availability, or legal compliance status;
• remove, obscure, or alter any proprietary notices, labels, or branding required by the Platform;
• copy, translate, modify, create derivative works of, reverse engineer, decompile, disassemble, attempt to derive source code from, or otherwise attempt to discover underlying algorithms, structure, or non-public interfaces of the Platform (except to the extent such restriction is prohibited by applicable law);
• interfere with or disrupt the integrity or performance of the Platform, including by load testing, scraping, probing, scanning, or attempting to bypass rate limits or security controls without OmniNext Tech's prior written consent; or
• use the Platform in a manner that could reasonably be expected to damage, disable, overburden, or impair any OmniNext Tech systems.

You retain ownership of the content, data, communications, files, records, prompts, scripts, templates, and other materials you submit, upload, transmit, or otherwise make available through the Platform ("Customer Content"), subject to the license grants and permissions necessary for OmniNext Tech to provide the Services.

You represent and warrant that you own or control all rights needed to use and provide Customer Content to OmniNext Tech and that your Customer Content does not violate any law or infringe any third-party rights.

You are solely responsible for Customer Content, including the accuracy, legality, quality, and integrity of the Customer Content and for any outcomes resulting from its use.

OmniNext Tech may monitor Platform usage to maintain security, prevent abuse, enforce these Terms, comply with legal obligations, and provide support. If OmniNext Tech determines that any user, sub-user, customer, sub-account, or end user associated with your Account is engaged in suspicious activity, unlawful conduct, or conduct that violates these Terms, OmniNext Tech may:

• request that you suspend or terminate such access;
• suspend or restrict features or access; and/or
• terminate the applicable access or the Account.

You agree to promptly comply with any reasonable suspension or remediation request. Failure to do so may result in suspension or termination of your Account.

You are solely responsible for your use of the Platform and for compliance with all applicable laws and regulations, including those applicable to your business, your customers, your communications, and your Customer Content.

This includes, without limitation, obligations relating to:

• privacy and data protection laws (including, as applicable: GDPR, CCPA/CPRA, VCDPA, CPA, UCPA, CTDPA, and similar laws, as amended or enacted);
• sector-specific rules (including, where applicable: HIPAA, GLBA, PCI-DSS, and similar standards);
• consumer protection, advertising, and unfair/deceptive acts laws;
• accessibility requirements applicable to websites, applications, and communications you create or operate; and
• all tax obligations (including determining, calculating, collecting, reporting, and remitting sales tax, VAT/GST, and other taxes).

OmniNext Tech provides technology tools only and does not provide legal, tax, accounting, compliance, or professional advice. OmniNext Tech does not represent or warrant that your use of the Platform will comply with any law.

By using the Platform, you acknowledge that OmniNext Tech will process information in accordance with our Privacy Policy and, where applicable, our Data Processing Addendum.

If you provide your customers or end users with access to the Platform or use the Platform to process their data, you must:

• implement and enforce your own privacy policy and terms for your customers/end users;
• provide legally sufficient notices; and
• obtain and maintain all required permissions and consents to collect, use, and share customer/end user data through the Platform.

You represent and warrant you have obtained and will maintain all necessary permissions and consents to provide data to OmniNext Tech and to allow OmniNext Tech to process such data to provide the Services.

You are solely responsible for managing and responding to data subject rights requests from your customers and end users (including access, deletion, correction, portability, restriction, and objection requests) and for maintaining procedures to respond within legally required timeframes.

You are also responsible for establishing and implementing appropriate data retention and deletion periods consistent with applicable law and your own business needs.

If you discover a security incident involving personal data processed through the Platform, you are responsible for determining whether notification is required and for making any legally required notices to affected individuals and regulators, at your expense, within required timeframes. OmniNext Tech's obligations (if any) regarding incidents within OmniNext Tech's systems are addressed in the Privacy Policy and/or Data Processing Addendum and do not shift your legal obligations to you.

The Platform may include communications capabilities such as SMS, MMS, email delivery, voice calling, AI voice agents, voicemail drops, and similar tools ("Communications Features"). Usage fees, pass-through carrier costs, and third-party provider fees may apply and may be billed through your wallet, invoice, or other payment method.

Platform role. OmniNext Tech provides software infrastructure and tooling only. OmniNext Tech does not create, initiate, or control the content, timing, or recipients of your communications. You (and/or your customer) are the sender/telemarketer/advertiser for legal and regulatory purposes.

Compliance. You are exclusively responsible for compliance with all laws and rules governing communications and marketing, including, without limitation:

• TCPA and implementing regulations;
• TSR (Telemarketing Sales Rule);
• CAN-SPAM;
• federal/state do-not-call laws and registries;
• state telemarketing registration/licensing/bonding requirements (where applicable);
• carrier and telecommunications rules and policies, including A2P/10DLC registration and use requirements, opt-in/opt-out handling, message content limitations, and throughput restrictions; and
• international laws such as CASL and other applicable marketing and privacy laws.

You represent and warrant that you have obtained and will maintain all required consents before contacting any person using Communications Features, that you will honor opt-out requests, and that you will maintain sufficient records evidencing consent and compliance.

Any compliance-related features in the Platform are tools for convenience only and do not constitute legal advice or guarantee compliance.

The Platform may enable integrations with third-party tools and services (including communications providers, email delivery tools, payment processors, analytics tools, CRMs, app marketplaces, and other third-party offerings) ("Third-Party Services").

You are responsible for enabling, configuring, and managing Third-Party Services and for complying with all third-party terms. OmniNext Tech may share limited data with Third-Party Services as necessary to enable the integration, consistent with the Privacy Policy and Data Processing Addendum.

OmniNext Tech does not control Third-Party Services and disclaims liability for any third-party acts or omissions, including outages, data loss, or changes in functionality. Your use of Third-Party Services is at your own risk.

If OmniNext Tech provides API access, you agree not to use APIs in an abusive, excessive, or security-threatening manner. OmniNext Tech may rate limit, suspend, or terminate API access to protect Platform integrity.

Any plan advertised as "unlimited" (if offered) is subject to reasonable use limits and technical constraints designed to protect system stability and overall performance. OmniNext Tech reserves the right to throttle, restrict, suspend, require an upgrade, or impose additional fees if usage is excessive, abusive, or materially impacts platform performance.

For certain plans or programs, OmniNext Tech may impose explicit capacity limitations, including a hard cap of one thousand (1,000) active items/users/units (as applicable to the plan or program) to preserve performance and ensure predictable delivery.

Trial periods are intended for evaluation only and may not be used consecutively or in bad faith to avoid fees. OmniNext Tech may restrict or terminate trials where abuse is detected.

Subject to your compliance with these Terms and timely payment of all amounts due, OmniNext Tech grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the applicable subscription term, solely for your internal business purposes.

Except for the limited license expressly granted, OmniNext Tech and its licensors retain all right, title, and interest in and to the Platform, including all software, systems, source code, object code, workflows, templates provided by OmniNext Tech, designs, and proprietary methods. The Platform is licensed, not sold, and no ownership rights are transferred to you.

OmniNext Tech may modify, update, or discontinue features of the Platform at any time. You acknowledge that Platform functionality may evolve, that third-party dependencies may change, and that OmniNext Tech does not guarantee the continued availability of any particular feature or integration.

Your purchase and use of the Platform is not contingent upon the delivery of any future functionality unless expressly set forth in a separate signed agreement.

You may not use the Platform if you are located in a jurisdiction subject to U.S. embargoes or sanctions, or if you are a person or entity restricted under applicable sanctions or export control laws. You agree to comply with applicable export control and sanctions laws, including regulations administered by OFAC and BIS.

If the Platform includes AI-enabled features (including voice agents, assistants, generation tools, or automation), you agree to use those features responsibly and in compliance with applicable law and OmniNext Tech's AI acceptable use rules and disclaimers (to be included as an exhibit or incorporated policy). You remain solely responsible for outputs you choose to use, publish, transmit, or rely upon.

The Platform may include optional tools that assist with tax-related calculations, rate estimates, or tax display features, including integrations with third-party tax providers ("Tax Services"). Any tax-related features are provided for convenience only and do not constitute tax, accounting, or legal advice.

You acknowledge and agree that:

1. OmniNext Tech is not a tax advisor, accountant, or professional services provider and does not provide tax advice;
2. OmniNext Tech makes no representations or warranties regarding the accuracy, completeness, or suitability of any tax calculations, rate determinations, or tax outputs generated by the Platform or any Tax Services; and
3. you remain solely responsible for:
   • determining what taxes apply to your business and transactions (including sales tax, VAT/GST, use tax, excise tax, and any other taxes);
   • configuring any tax settings correctly;
   • collecting, reporting, and remitting all taxes; and
   • maintaining compliance with all applicable tax laws and filing obligations.

If you elect to use Tax Services through the Platform, you acknowledge that such services are provided by third-party vendors under their own terms, and OmniNext Tech disclaims all liability arising from the availability, performance, accuracy, or results of those third-party services. You agree to indemnify, defend, and hold harmless OmniNext Tech from and against any claims, penalties, fines, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your tax compliance or non-compliance, (b) your use or reliance on tax tools or Tax Services, or (c) any dispute with customers or tax authorities relating to taxes.

From time to time, OmniNext Tech may, in its sole discretion, offer to assist you with migrating certain data from a third-party platform or legacy system into OmniCore (the "Migration Services"). Migration Services are offered only as a convenience and may be limited, paused, declined, or modified at any time.

By requesting or using Migration Services, you represent and warrant that:

• you have the full right and authority to provide OmniNext Tech access to any external accounts, systems, and data sources needed for migration;
• you are authorized to share and transfer any data you request to be migrated, including customer/end-user data, and doing so does not violate any third-party terms, privacy obligations, or applicable law; and
• you will provide complete, accurate credentials, exports, and other required information.

You acknowledge and agree that:

• migration timelines are estimates only and may vary;
• OmniNext Tech does not guarantee completeness, accuracy, compatibility, preservation of relationships/automations, or service continuity during or after a migration;
• certain configurations, integrations, workflows, automations, tags, triggers, attribution settings, deliverability settings, phone/SMS settings, and third-party connections may not transfer and may require manual reconfiguration by you; and
• you are solely responsible for verifying the completeness and accuracy of migrated data and for performing validation, QA, and post-migration setup.

For unusually large, complex, or non-standard migrations, OmniNext Tech may require a separate written statement of work (SOW), additional fees, or may decline to perform the migration. You agree to indemnify, defend, and hold harmless OmniNext Tech from and against any third-party claims, fines, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to: (i) the data you provide or request to be migrated, (ii) your breach of any third-party terms governing external accounts, or (iii) your violation of any privacy, data protection, or other laws in connection with Migration Services.

The Platform may allow you to register new domain names, transfer existing domain names, configure DNS settings, and manage related services (collectively, "Domain Services"). Domain Services are facilitated through one or more third-party providers, registrars, or registry operators selected by OmniNext Tech.

OmniNext Tech acts solely as a facilitator or administrative intermediary and does not guarantee the availability, transferability, or continued registration of any domain name.

If you purchase a domain name through the Platform:

• OmniNext Tech may be listed as the registrant, administrative contact, technical contact, or managing agent on record.
• You authorize OmniNext Tech to act as your agent in connection with all matters relating to the domain.
• You agree to use the domain name in compliance with these Terms and all applicable laws.

You expressly grant OmniNext Tech authority to take reasonable actions necessary to manage or protect the domain, including but not limited to:

• transferring, locking, unlocking, suspending, or canceling the domain;
• modifying DNS records;
• responding to registrar inquiries or registry notices;
• resolving abuse complaints;
• responding to cease-and-desist letters, trademark claims, or intellectual property notices; and
• settling domain disputes.

If OmniNext Tech receives a complaint, legal demand, or proceeding (including a Uniform Domain-Name Dispute-Resolution Policy (UDRP) claim or similar proceeding) alleging infringement or unlawful use of a domain registered through the Platform, you authorize OmniNext Tech to take appropriate action to mitigate risk. Such action may include transferring or disabling the domain upon providing reasonable notice to you, where feasible.

You may request to transfer a domain name from a third-party registrar to a registrar facilitated through the Platform.

Upon your confirmation of the transfer:

• The applicable transfer fee will be deducted from your Platform wallet or charged to your payment method on file prior to initiation.
• OmniNext Tech will initiate the transfer through its third-party provider API.
• Transfer completion is subject to third-party registrar and registry approval.

A refund of the transfer fee will be issued to your Platform wallet only if:

(i) the transfer fails due to rejection by the third-party provider after the fee has been deducted; or

(ii) you cancel the transfer at the losing registrar within five (5) days of initiating the transfer request.

OmniNext Tech is not responsible for delays, rejections, or denials caused by third-party registrars, registries, incorrect authorization codes, locked domains, or incomplete information.

You acknowledge that domain transfers, DNS changes, or registrar changes may disrupt:

• website hosting;
• email delivery;
• SSL certificates;
• subdomain routing;
• API integrations; and
• other services dependent on DNS configuration.

You are solely responsible for following transfer instructions carefully and reconfiguring DNS records and related services as necessary. OmniNext Tech is not liable for downtime, deliverability issues, or configuration errors resulting from domain transfers or DNS modifications.

Domains registered or transferred through the Platform may be required to use designated nameservers provided by OmniNext Tech's third-party provider.

You may not change nameservers while the domain is registered through OmniNext Tech if such change interferes with Platform functionality. If you wish to use alternative nameservers, you must transfer the domain to a registrar outside of the Platform.

OmniNext Tech is not responsible for service interruptions caused by unauthorized nameserver changes or transfers.

To reduce the risk of accidental expiration, domains registered or transferred through the Platform may be configured for automatic renewal approximately thirty (30) to sixty (60) days prior to expiration.

Renewal fees will be automatically deducted from your Platform wallet or charged to your payment method on file.

You are solely responsible for maintaining sufficient wallet balance or valid payment methods. Failure to maintain valid payment methods may result in expiration, suspension, or loss of the domain.

OmniNext Tech reserves the right, in its sole discretion, to accept or reject any domain registration or transfer request for any lawful reason, including risk mitigation, compliance concerns, abuse history, or regulatory requirements.

OmniNext Tech will not process sub-account or workspace transfer requests initiated by your customer or end user without your approval through the Platform's transfer process.

However, OmniNext Tech may process such a transfer without your approval if:

1. The sub-account has formally requested transfer through the in-app process;
2. You have failed to respond to the request for at least thirty (30) days; and
3. Either:
   (a) your Account has been canceled or force-canceled for non-payment and not reinstated within thirty (30) days; or
   (b) your Account has been suspended or terminated due to your breach of these Terms.

You acknowledge that OmniNext Tech is not required to mediate disputes between you and your customers regarding sub-account control and may act to preserve service continuity.

You agree to indemnify, defend, and hold harmless OmniNext Tech from and against any claims, disputes, demands, liabilities, losses, damages, penalties, fines, and expenses (including reasonable attorneys' fees) arising from or related to:

• your registration, transfer, or use of any domain name;
• allegations of trademark infringement, cybersquatting, or intellectual property violations;
• misuse of domain-based email or websites; or
• disputes between you and any third party relating to domain ownership or use.

The Platform may allow you to create storefronts, landing pages, checkout flows, subscription offers, order forms, digital product delivery systems, or similar commerce functionality ("E-Commerce Features").

OmniNext Tech provides software tools only. The Platform is not a marketplace. OmniNext Tech is not the seller, merchant of record, distributor, broker, or fulfillment provider for any goods or services you offer.

All contracts of sale made using the Platform are solely between you and your customer.

You are the seller of record for all items and services offered through the Platform.

You are solely responsible for:

• the products, services, subscriptions, digital goods, or materials you offer ("Materials");
• all pricing, fees, terms, upsells, recurring billing logic, and promotional content;
• all required consumer disclosures;
• refund policies and return policies;
• order fulfillment and delivery timelines;
• handling customer service inquiries;
• resolving disputes;
• fraud prevention and chargeback handling;
• compliance with consumer protection laws;
• compliance with advertising and marketing laws; and
• regulatory compliance applicable to your industry.

OmniNext Tech does not pre-screen Materials and is under no obligation to monitor your storefronts or product offerings.

OmniNext Tech reserves the right, in its sole discretion, to:

• refuse to host or process any Materials;
• suspend or remove any product listing, checkout page, or storefront;
• disable payment functionality; or
• restrict access to E-Commerce Features,

if OmniNext Tech reasonably believes such Materials violate these Terms, applicable law, third-party rights, or pose reputational or regulatory risk.

OmniNext Tech has no obligation to provide prior notice where immediate action is reasonably necessary.

You are solely responsible for determining, calculating, collecting, reporting, and remitting all applicable taxes, including but not limited to sales tax, VAT, GST, digital goods tax, excise tax, or other transactional taxes.

Any tax-related tools or integrations provided through the Platform are convenience tools only and do not constitute tax advice or compliance guarantees.

You are also responsible for complying with:

• consumer protection laws,
• subscription and recurring billing disclosure laws,
• refund and cancellation requirements,
• digital goods regulations,
• advertising standards,
• industry-specific licensing requirements,
• and all similar laws applicable to your jurisdiction and customers.

OmniNext Tech does not guarantee that your store configuration satisfies any regulatory requirement.

Payment processing services integrated into the Platform are provided by third-party payment processors under their own agreements.

OmniNext Tech:

• does not hold funds on your behalf;
• does not control payment approvals or denials;
• is not responsible for processor outages;
• is not responsible for payment reversals or chargebacks;
• is not responsible for fraud screening decisions; and
• does not guarantee payment settlement.

You are solely responsible for maintaining compliant payment processing accounts and resolving disputes with your processor.

You are solely responsible for all fraudulent transactions, chargebacks, payment disputes, and associated fees arising from transactions conducted through your store.

OmniNext Tech bears no liability for:

• stolen cards,
• identity fraud,
• subscription abuse,
• unauthorized transactions,
• or processor clawbacks.

You agree to indemnify OmniNext Tech for any losses, fines, penalties, or legal costs arising from your transactions or business practices.

OmniNext Tech may provide the Platform and similar services to your competitors. OmniNext Tech employees, contractors, affiliates, or customers may operate businesses that compete with you.

Nothing in this Agreement grants exclusivity or territorial protection.

You agree to provide, maintain, and prominently display in your storefront:

• accurate contact information;
• a clear refund policy;
• fulfillment timelines;
• privacy disclosures;
• and any other legally required notices.

Failure to provide legally required disclosures is solely your responsibility.

You agree to defend, indemnify, and hold harmless OmniNext Tech, its officers, members, managers, employees, contractors, affiliates, and agents from and against any and all claims, demands, disputes, investigations, fines, penalties, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your products or services;
• customer disputes;
• refunds or chargebacks;
• tax issues;
• regulatory violations;
• deceptive trade practices;
• consumer complaints;
• alleged misrepresentation; or
• breach of applicable law.

These obligations survive termination of your Account.

Subject to your continued compliance with these Terms and payment of all fees due, OmniNext Tech LLC ("OmniNext Tech") grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to rebrand and resell access to certain portions of the Platform under your own brand (the "White Label License").

This license permits you to:

• apply your brand name, logo, and visual styling to authorized areas of the Platform;
• present a white-labeled interface to your customers;
• resell access to the Platform subject to these Terms.

This is a license only. No ownership rights in the Platform, software, workflows, infrastructure, source code, APIs, or proprietary systems are transferred to you.

Any breach of this Section automatically terminates the White Label License.

If you resell access to the Platform:

• You are fully liable to your customers for their access to and use of the Platform.
• You are solely responsible for all customer support, dispute resolution, billing issues, chargebacks, refunds, compliance issues, and inquiries.
• You may not direct your customers to contact OmniNext Tech for support unless expressly authorized in writing.

OmniNext Tech may suspend or terminate your reseller privileges if we determine, in our sole discretion, that you are:

• repeatedly failing to address legitimate customer complaints;
• misrepresenting the Platform;
• creating reputational, regulatory, or legal risk; or
• otherwise breaching these Terms.

If authorized to white-label and resell access to the Core Platform, you may not digitally advertise access to any substantially similar OmniNext Tech plan at an effective advertised price below OmniNext Tech's then-current standard pricing for comparable functionality (the "Pricing Integrity Policy").

For purposes of this policy:

"Core Platform" means a bundled offering including two (2) or more of the following core features:

• Funnel and Website Builder
• Forms
• Surveys
• CRM functionality
• Email builder
• Calendar scheduling
• Automation workflows
• AI voice agents
• Integrated communication tools

This Pricing Integrity Policy applies only to the publicly advertised price ("Advertised Price") and not to the final transaction price ("Final Price") offered privately within a checkout process.

Advertised Price includes the net advertised cost after deduction of:

• coupon codes
• rebates
• digital credits
• gift cards
• product giveaways
• bundled value offsets
• promotional incentives

OmniNext Tech reserves the right to modify standard pricing at any time. You are responsible for maintaining compliance following any pricing change.

This policy does not prohibit:

• offering standalone features separately;
• negotiated enterprise pricing disclosed privately;
• regionally restricted offers where legally required; or
• lawful discounting within jurisdictions that prohibit minimum advertised price enforcement.

OmniNext Tech may grant written exceptions in its sole discretion and may revoke such exceptions at any time.

You may not resell lifetime or one-time-fee access to:

• the Core Platform; or
• any recurring subscription-based Platform functionality

unless you have prior written authorization from OmniNext Tech.

All subscription-based access must be sold on a recurring billing basis (monthly, annual, or similar).

OmniNext Tech may revoke any previously granted exception at its sole discretion.

You may not:

• represent yourself as OmniNext Tech, OmniCore, or an employee, agent, or affiliate of OmniNext Tech;
• imply partnership, endorsement, or official status beyond your reseller authorization;
• disparage OmniNext Tech or the Platform;
• compare your white-labeled version in a misleading manner suggesting superiority to the native Platform unless factually accurate;
• suggest that your version includes proprietary functionality not present in the core system unless factually accurate.

You may not solicit existing OmniNext Tech customers to cancel their direct subscription in order to purchase your white-labeled offering.

You acquire no ownership rights in the Platform.

If, by operation of law or otherwise, you obtain any ownership interest in any aspect of the Platform or related intellectual property, you hereby irrevocably assign such rights to OmniNext Tech at no cost.

You may not:

• reverse engineer the Platform;
• extract underlying system architecture;
• replicate workflows outside the licensed use;
• create derivative competing systems based on Platform infrastructure.

If you distribute your white-labeled version through application marketplaces (e.g., Apple App Store, Google Play, or similar), you acknowledge:

• you are solely responsible for compliance with marketplace policies;
• OmniNext Tech has no responsibility for marketplace approval, rejection, suspension, or removal;
• OmniNext Tech does not guarantee publication approval.

OmniNext Tech may suspend or revoke your White Label License and resale privileges, with or without notice, if:

• you violate these Terms;
• you violate the Pricing Integrity Policy;
• you engage in deceptive practices;
• you create regulatory or reputational risk; or
• OmniNext Tech determines continued reseller access is not commercially reasonable.

Revocation of the White Label License does not relieve you of payment obligations or indemnification duties.

You agree to indemnify, defend, and hold harmless OmniNext Tech from and against any and all claims, disputes, regulatory actions, fines, penalties, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to:

• your resale practices;
• pricing representations;
• customer disputes;
• marketing claims;
• white-label branding;
• regulatory violations;

You agree to provide and maintain accurate, complete, and current billing information, including legal name, billing address, payment method details, and contact information. You must update billing information within ten (10) days of any change.

Your access to and continued use of the Platform is conditioned upon timely payment of all Fees incurred by you and, where applicable, your customers.

"Fees" may include, without limitation:

• subscription fees;
• usage-based fees;
• communication surcharges;
• telecommunication costs;
• add-on service fees;
• white-label fees;
• API usage fees;
• marketplace purchases;
• domain fees;
• and any other recurring or non-recurring charges incurred through the Platform.

Subscription Fees are billed in advance on a recurring basis (monthly, annual, or other selected billing cycle) and will continue until properly cancelled.

By accepting these Terms, you authorize OmniNext Tech LLC ("OmniNext Tech") to automatically charge your payment method on file for all applicable Fees at the then-current rates without further notice or authorization.

Fee rates may change at any time upon notice. Continued use of the Platform after such change constitutes acceptance of updated pricing.

The Platform may include a stored-value wallet system ("Wallet") used to pre-load funds for usage-based Services and/or to facilitate rebilling of customer usage.

You authorize OmniNext Tech to:

• deduct usage-based Fees from your Wallet in real time as incurred;
• automatically replenish your Wallet when the balance falls below a defined threshold; and
• charge your payment method on file to maintain a positive Wallet balance.

OmniNext Tech may establish minimum balance thresholds and automatic reload amounts in its discretion.

If your Wallet balance becomes negative for any reason (including taxes, chargebacks, failed reload attempts, or adjustments), you authorize OmniNext Tech to immediately charge your payment method on file to cure the negative balance.

You waive any requirement for additional authorization for such automatic charges.

Failure to maintain sufficient Wallet balance may result in immediate suspension of usage-based Services without notice.

All Fees are exclusive of taxes unless explicitly stated otherwise.

You are solely responsible for:

• determining applicable taxes;
• collecting taxes from your customers;
• reporting taxes; and
• remitting taxes to appropriate authorities.

OmniNext Tech may calculate and collect certain transactional taxes where legally required, including on wallet spending or subscription purchases. Such tax calculations are provided for administrative convenience only and do not shift tax compliance responsibility to OmniNext Tech.

Taxes may be calculated and assessed after the end of a billing cycle. You authorize OmniNext Tech to deduct applicable taxes from your Wallet or charge your payment method on file as necessary.

OmniNext Tech does not provide tax advice.

If your payment method is declined or fails:

OmniNext Tech may reattempt charges for up to seven (7) business days.

If payment remains unsuccessful, OmniNext Tech may, in its sole discretion:

• suspend access to the Platform;
• restrict features;
• force-cancel your Account; and/or
• pursue collection of outstanding balances.

You remain responsible for all Fees incurred prior to suspension or cancellation.

You agree to reimburse OmniNext Tech for all costs of collection, including reasonable attorneys' fees, court costs, collection agency fees, and administrative expenses.

OmniNext Tech may charge interest on overdue amounts at the maximum rate permitted by law.

You are solely responsible for all chargebacks, payment reversals, fraud disputes, and related penalties arising from transactions conducted by you or your customers through the Platform.

OmniNext Tech is not responsible for resolving disputes between you and your customers.

You may not offset or withhold payment of Fees due to OmniNext Tech based on:

• customer disputes;
• processor holds;
• chargebacks;
• pending investigations; or
• alleged service dissatisfaction.

If you dispute any invoice or charge, you must notify OmniNext Tech in writing within thirty (30) days of the invoice date.

Failure to provide written notice within thirty (30) days constitutes a waiver of the dispute.

You must pay all undisputed and disputed amounts while the dispute is pending.

You agree to cooperate in good faith to resolve any billing dispute.

You may cancel subscription Services through your Account settings or by submitting a written request through official support channels.

Cancellation is effective at the end of the current billing period unless otherwise stated.

You are responsible for all Fees incurred until cancellation is effective.

Except where required by law or explicitly stated in a signed agreement, all Fees are non-refundable.

Failure to properly cancel Services does not entitle you to a refund.

If you resell or pass through Fees to your customers:

• you are solely responsible for all markups, disclosures, and financial arrangements;
• you are solely responsible for refunds and chargebacks relating to pass-through charges;
• OmniNext Tech has no obligation to resolve pricing disputes between you and your customers.

Unless expressly authorized in writing, you may not represent OmniNext Tech pricing inaccurately or in a misleading manner.

You are solely responsible for any taxes or regulatory obligations arising from your markup or resale of Services.

Except where required by applicable law or expressly set forth in a separate written agreement signed by OmniNext Tech LLC ("OmniNext Tech"), all Fees are non-refundable.

Non-refundable Fees include, without limitation:

• subscription fees;
• usage-based fees;
• communication surcharges;
• API usage charges;
• white-label fees;
• domain purchases and transfers;
• third-party pass-through fees;
• add-on services;
• marketplace purchases; and
• any prepaid or minimum commitment Services.

Fees are non-refundable regardless of:

• actual usage;
• partial usage;
• lack of usage;
• mistaken purchase;
• configuration errors;
• customer disputes; or
• early cancellation.

You are solely responsible for excess Fees resulting from errors, omissions, misconfigurations, automation logic, or third-party integrations controlled by you or your customers.

OmniNext Tech may, but is not obligated to, issue a credit in limited circumstances. Any such credit is discretionary, does not create precedent, and does not modify this Refund Policy.

Certain Services may require:

• prepaid funding;
• non-cancellable minimum commitments; or
• advance purchase of third-party services (including, without limitation, advertising spend or telecommunications services).

Prepaid amounts are non-refundable.

If you cancel a prepaid service before full utilization, unused balances are forfeited unless otherwise required by law.

Where a Service includes a minimum subscription commitment:

• the subscription cannot be cancelled prior to completion of the commitment period;
• Fees will continue to be billed until the commitment term is fulfilled;
• early termination does not relieve you of payment obligations.

Certain add-on services may be non-cancellable once provisioned or technically enabled within your Account.

If you purchase a HIPAA compliance add-on or related compliance package:

• your Business Associate Agreement ("BAA") with OmniNext Tech is contingent upon continuous, active, and fully paid subscription status for the HIPAA package;
• non-payment, suspension, or cancellation of the HIPAA package immediately terminates the BAA;
• upon termination, OmniNext Tech shall no longer be deemed a Business Associate with respect to your Account;
• you are solely responsible for ensuring compliant handling of Protected Health Information (PHI) following such termination.

Termination of the HIPAA package does not relieve you of payment obligations accrued prior to termination.

If your Platform Account is cancelled, terminated, or expires:

• you must submit a written request to withdraw any remaining paid Wallet balance;
• such request must be submitted within thirty (30) days of termination.

Failure to request withdrawal within thirty (30) days constitutes abandonment of the remaining Wallet balance to the extent permitted by law.

Unused promotional credits:

• have no cash value;
• are non-transferable;
• are non-refundable; and
• automatically expire ninety (90) days after issuance unless otherwise specified.

OmniNext Tech may deduct outstanding Fees, taxes, penalties, or chargebacks from Wallet balances prior to issuing any approved refund.

All Fees are exclusive of applicable taxes unless explicitly stated otherwise.

You are solely responsible for all:

• sales taxes;
• use taxes;
• VAT;
• GST;
• telecommunications taxes;
• regulatory fees;
• levies;
• duties;
• and other governmental assessments ("Taxes") arising from your use of the Platform or your transactions with customers.

If applicable, you must provide a valid VAT or GST identification number. OmniNext Tech may rely on the tax identification information and business address you provide.

Where reverse charge mechanisms apply, you acknowledge that tax liability may shift to you.

OmniNext Tech may calculate and collect Taxes where legally required. Tax determinations are made in good faith based on available information.

Taxes previously charged are non-refundable.

If OmniNext Tech later determines that additional Taxes are due, you authorize OmniNext Tech to charge your payment method or deduct such amounts from your Wallet.

If any payment due to OmniNext Tech is subject to withholding or similar taxes:

• you shall gross up the payment so that OmniNext Tech receives the full amount owed;
• such withholding shall not reduce the Fees payable.

You agree to indemnify and hold OmniNext Tech harmless from any claims, penalties, interest, audits, or assessments arising from Taxes associated with:

• your use of the Platform; or
• your transactions with customers.

OmniNext Tech LLC ("OmniNext Tech") may offer an Affiliate Program through which eligible participants may earn commissions for referring new paying customers to the Platform.

Participation in the Affiliate Program is subject to:

1. approval by OmniNext Tech in its sole discretion; and
2. execution and acceptance of a separate Affiliate Agreement, which is incorporated into these Terms by reference.

In the event of a conflict between these Terms and the Affiliate Agreement, the Affiliate Agreement shall control with respect to affiliate-related matters.

Participation in the Affiliate Program:

• is not guaranteed;
• may be approved or denied for any reason;
• may be suspended or terminated at any time in OmniNext Tech's discretion.

OmniNext Tech employees, contractors, and agents are not eligible to participate in the Affiliate Program during their engagement and for a period of six (6) months following termination of such relationship, unless otherwise approved in writing.

To receive commission payments, you must:

• maintain an active and compliant Platform Account;
• establish and maintain a valid payout method approved by OmniNext Tech;
• provide accurate tax and payment information as required by law.

OmniNext Tech is not responsible for failed, delayed, or rejected payments resulting from:

• incorrect payment information;
• inactive payout accounts;
• regulatory restrictions;
• payment processor limitations; or
• failure to complete required identity or tax verification.

If OmniNext Tech is unable to remit payment after reasonable attempts, commissions may be forfeited to the extent permitted by law.

Unclaimed or abandoned commission balances may be subject to escheatment in accordance with applicable state or federal law.

Commissions are contingent upon:

• valid new customer referrals;
• successful collection of payment from referred customers;
• absence of chargebacks, refunds, fraud, or abuse.

OmniNext Tech reserves the right to:

• reverse or adjust commissions for refunded, disputed, or fraudulent transactions;
• withhold commissions pending investigation;
• offset negative balances against future commissions.

Self-referrals, fraudulent referrals, spam-based marketing, misleading representations, or violations of applicable marketing laws (including FTC endorsement rules) may result in:

• immediate forfeiture of commissions;
• suspension or termination from the Affiliate Program;
• recovery of previously paid commissions.

Participation in the Affiliate Program does not create:

• an employment relationship;
• a partnership;
• a joint venture;
• an agency relationship;
• or any authority to bind OmniNext Tech.

Affiliates may not represent themselves as employees, representatives, or official partners of OmniNext Tech.

The Platform, including but not limited to:

• all software;
• source code;
• object code;
• architecture;
• APIs;
• integrations;
• databases;
• system design;
• workflows;
• artificial intelligence models;
• automation logic;
• user interface designs;
• documentation;
• audio, visual, and text materials;
• and all related technology

(collectively, the "Platform Content")

are the exclusive property of OmniNext Tech LLC and/or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws.

Except for the limited license expressly granted in these Terms, no rights are transferred to you.

Subject to your continued compliance with these Terms, OmniNext Tech grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for your internal business purposes and in accordance with these Terms.

You may not:

• copy, reproduce, modify, adapt, translate, or create derivative works from the Platform;
• reverse engineer, decompile, disassemble, or attempt to extract source code;
• scrape, data mine, or systematically extract data;
• use the Platform to develop a competing product;
• sublicense or redistribute the Platform except as expressly permitted under a valid white-label agreement.

All rights not expressly granted are reserved.

"OmniNext Tech," "OmniCore," and all related names, logos, service names, designs, slogans, and marks are trademarks or service marks of OmniNext Tech LLC ("Marks").

You may not use the Marks without prior written authorization.

Prohibited uses include:

• inclusion in your business name or domain;
• misleading co-branding;
• implying endorsement or partnership;
• use in comparative advertising without written approval;
• disparaging or misleading representations regarding the Platform.

Unless you are authorized under a written white-label agreement, you may not remove proprietary notices, branding, or attribution information from the Platform.

If you are authorized to white-label the Platform:

• your rights are strictly limited to branding customization as permitted;
• no ownership rights are transferred;
• you may not represent the Platform as independently developed;
• you may not claim ownership of underlying technology;
• you may not copy, replicate, or port the Platform outside the permitted white-label framework.

Any rights acquired by operation of law or otherwise in the Platform are automatically assigned to OmniNext Tech at no cost.

"User Contributions" include content, data, materials, or information you or your users upload or submit to the Platform.

You retain ownership of your User Contributions.

You grant OmniNext Tech a limited, worldwide, non-exclusive license to:

• host;
• store;
• process;
• transmit;
• display; and
• reproduce

User Contributions solely for the purpose of operating and providing the Platform.

You represent and warrant that:

1. You own or have lawful rights to submit the User Contributions.
2. The User Contributions do not infringe any third-party rights.
3. The User Contributions comply with applicable law.

OmniNext Tech does not endorse, verify, or assume responsibility for User Contributions and may remove content in violation of these Terms.

You may not upload or transmit content that:

• violates any law;
• infringes intellectual property rights;
• is fraudulent, deceptive, defamatory, or abusive;
• contains malware or harmful code;
• attempts unauthorized system access;
• exploits vulnerabilities;
• violates privacy or data protection laws.

OmniNext Tech may suspend or remove access for violations.

You may not:

• use the Platform to train competing AI models;
• extract training data;
• attempt to reverse engineer AI outputs;
• use prompts or outputs to replicate underlying AI systems;
• deploy automated scraping or harvesting systems against the Platform.

All AI-related architecture and system intelligence remain proprietary.

If you provide suggestions, improvements, or feedback ("Feedback"), you agree:

• Feedback is voluntary and non-confidential;
• OmniNext Tech may use Feedback without restriction;
• you grant a perpetual, irrevocable, worldwide, royalty-free license to use, modify, commercialize, and incorporate Feedback into the Platform.

You waive any claim to compensation for Feedback use.

No license or rights are granted by implication, estoppel, or otherwise beyond those expressly set forth in these Terms.

"Usage Data" means technical logs, performance metrics, analytics, system diagnostics, feature interaction data, configuration patterns, automation behavior statistics, and other data generated by or derived from the use, operation, performance, and functionality of the Platform, excluding User Contributions and personally identifiable customer content.

Usage Data may include, without limitation:

• system performance metrics
• API usage statistics
• feature adoption trends
• aggregate communication metrics
• error logs
• infrastructure utilization data
• automation execution metadata
• AI interaction metadata
• anonymized behavioral analytics

All Usage Data is and shall remain the exclusive property of OmniNext Tech LLC.

Nothing in these Terms grants you ownership rights in:

• aggregated system insights
• analytics derived from Platform usage
• benchmarking data
• performance optimization data
• anonymized model improvement data

OmniNext Tech may access, collect, analyze, process, use, and commercialize Usage Data for legitimate business purposes, including but not limited to:

• operating and maintaining the Platform;
• improving features and performance;
• developing new products and services;
• training and refining artificial intelligence systems;
• security monitoring and fraud prevention;
• internal research and benchmarking;
• generating aggregated industry insights.

If OmniNext Tech discloses Usage Data externally:

• such data will be anonymized;
• it will be aggregated where appropriate;
• it will not identify you or your customers;
• it will not reasonably permit re-identification of you or your customers.

OmniNext Tech does not sell identifiable customer data.

You acknowledge that:

• insights generated by the Platform's AI systems;
• system-generated optimization recommendations;
• benchmarking comparisons;
• predictive analytics outputs;

constitute proprietary platform functionality and not your confidential information.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

OMNINEXT TECH LLC ("OMNINEXT TECH") AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS;
• LOSS OF REVENUE;
• LOSS OF BUSINESS;
• LOSS OF GOODWILL;
• LOSS OR CORRUPTION OF DATA;
• COST OF SUBSTITUTE SERVICES;
• TELECOMMUNICATION PENALTIES OR REGULATORY FINES;
• BUSINESS INTERRUPTION DAMAGES;

ARISING OUT OF OR RELATING TO:

• THE PLATFORM;
• THE SERVICES;
• THIRD-PARTY SERVICES;
• COMMUNICATIONS SENT USING THE PLATFORM;
• DOMAIN REGISTRATION OR TRANSFERS;
• DATA PROCESSING;
• OR THESE TERMS,

WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OMNINEXT TECH'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED ONE THOUSAND U.S. DOLLARS (USD $1,000).

This limitation applies regardless of:

• the number of claims;
• the nature of the claim;
• the theory of liability;
• whether claims are brought by you or third parties.

If you are using only free services, OmniNext Tech's total aggregate liability shall not exceed one hundred U.S. dollars (USD $100).

These limitations apply even if any remedy fails of its essential purpose.

Any claim arising out of or relating to these Terms or the Platform must be brought within three (3) months after the event giving rise to the claim.

Failure to bring a claim within this period constitutes a permanent waiver of the claim.

OmniNext Tech is not liable for:

• failures, outages, or disruptions of third-party services;
• telecommunications carrier actions;
• A2P/10DLC enforcement decisions;
• domain registrar actions;
• cloud hosting interruptions;
• payment processor disputes;
• tax calculation errors;
• advertising platform actions;
• or any third-party representations.

You assume all risks associated with third-party integrations.

You agree to defend, indemnify, and hold harmless OmniNext Tech and its affiliates from and against any and all claims, damages, losses, liabilities, penalties, regulatory actions, fines, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Your use of the Platform.
2. Your breach of these Terms.
3. Violations of any law or regulation.
4. Telecommunications law violations (including TCPA, TSR, CAN-SPAM, CASL, 10DLC rules).
5. Failure to obtain required consents.
6. Data privacy violations.
7. Data subject rights failures.
8. Data breaches caused by your configuration or conduct.
9. HIPAA or PHI violations.
10. White-label misrepresentations.
11. Affiliate marketing violations.
12. Domain name disputes.
13. Intellectual property infringement arising from your content.
14. Taxes and regulatory assessments.
15. Disputes between you and your customers.
16. Chargebacks or payment disputes.
17. Fraud or deceptive practices.
18. Government investigations tied to your conduct.

This indemnification obligation survives termination.

If the Platform is determined by a court of competent jurisdiction to infringe a third-party intellectual property right, OmniNext Tech may, at its sole option:

1. Obtain the right for you to continue using the Platform;
2. Modify or replace the infringing portion;
3. Terminate your access to the affected feature without liability.

This section states your exclusive remedy for IP claims against OmniNext Tech.

You agree to take reasonable steps to mitigate damages in the event of any alleged loss or disruption.

Failure to mitigate may reduce recoverable damages to the extent permitted by law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

ANY CLAIM, CAUSE OF ACTION, DEMAND, OR PROCEEDING ARISING OUT OF OR RELATING TO:

• THESE TERMS;
• THE PLATFORM;
• THE SERVICES;
• YOUR ACCOUNT;
• OR ANY ACT OR OMISSION OF OMNINEXT TECH

MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION PERIOD APPLIES REGARDLESS OF:

• WHEN THE CLAIM IS DISCOVERED;
• WHEN YOU BECAME AWARE OF THE CLAIM;
• OR WHEN YOU SHOULD HAVE DISCOVERED THE CLAIM.

ANY CLAIM NOT FILED WITHIN THIS THREE (3) MONTH PERIOD IS PERMANENTLY WAIVED AND BARRED.

YOU EXPRESSLY WAIVE ANY STATUTE OF LIMITATIONS TO THE CONTRARY TO THE EXTENT PERMITTED BY LAW.

OmniNext Tech LLC ("OmniNext Tech") makes no representation, warranty, or guarantee that:

• your business will be profitable;
• you will generate revenue;
• you will increase sales;
• your marketing efforts will succeed;
• your communications will convert;
• your use of AI tools will produce specific outcomes.

The Platform is a technology tool only.

OmniNext Tech does not provide:

• business opportunities;
• income guarantees;
• investment programs;
• or "get rich" systems.

All business results depend solely on your actions, market conditions, and compliance with applicable law.

THE PLATFORM, SERVICES, AND ALL RELATED TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMNINEXT TECH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• TITLE;
• QUIET ENJOYMENT;
• ACCURACY;
• SECURITY;
• RELIABILITY;
• OR SYSTEM INTEGRITY.

Your use of the Platform is at your sole risk.

OmniNext Tech is not responsible for:

• deletion of data;
• failure to store data;
• corruption of data;
• service interruptions;
• configuration errors;
• user mistakes;
• or third-party disruptions.

OmniNext Tech does not warrant that:

• the Platform will meet your specific requirements;
• the Platform will be uninterrupted;
• the Platform will be error-free;
• the Platform will be secure;
• communications will be delivered;
• telecommunications carriers will approve campaigns;
• AI outputs will be accurate or lawful;
• any feature will be maintained indefinitely.

No future functionality or feature is guaranteed.

Artificial intelligence features:

• may generate inaccurate, incomplete, or inappropriate outputs;
• do not constitute legal, medical, financial, tax, or professional advice;
• must be independently reviewed by you before use.

You are solely responsible for:

• verifying AI outputs;
• ensuring compliance;
• determining suitability.

OmniNext Tech disclaims liability for reliance on AI-generated outputs.

You acknowledge that:

• the Internet is inherently insecure;
• telecommunications networks are controlled by third parties;
• carriers may block, filter, suspend, or reject communications.

OmniNext Tech is not responsible for:

• message filtering;
• carrier fines;
• A2P registration denials;
• delivery failures;
• latency;
• interception of data in transit.

OmniNext Tech makes no warranty regarding:

• third-party integrations;
• payment processors;
• domain registrars;
• tax services;
• advertising platforms;
• telecommunications carriers;
• hosting providers.

Transactions with third parties are at your sole risk.

Any warranty related to third-party services is provided solely by that third party.

OmniNext Tech may:

• modify;
• suspend;
• limit;
• reprice;
• replace; or
• discontinue

any part of the Platform at any time, with or without notice.

OmniNext Tech shall not be liable for exercising such rights.

New features or services are subject to these Terms.

Nothing in the Platform constitutes:

• legal advice;
• tax advice;
• regulatory guidance;
• telecommunications compliance certification.

You are solely responsible for compliance with all applicable laws.

From time to time, OmniNext Tech may provide early access, beta features, or experimental releases ("Beta Features").

Beta Features:

• are not production-ready;
• may contain defects;
• may change or be discontinued without notice;
• are provided without warranties;
• may not include support, uptime guarantees, or indemnification.

Access to Beta Features may be revoked at any time.

You acknowledge and agree that a breach of these Terms — particularly with respect to:

• intellectual property rights;
• proprietary technology;
• white-label misuse;
• confidential information;
• reverse engineering;
• or unauthorized access —

would cause irreparable harm to OmniNext Tech LLC ("OmniNext Tech") for which monetary damages would be inadequate.

Accordingly, OmniNext Tech shall be entitled to seek:

• temporary relief;
• preliminary injunctions;
• permanent injunctive relief;
• or other equitable remedies

without the necessity of posting bond or other security, in addition to any other remedies available at law or in equity.

No waiver by OmniNext Tech of any provision of these Terms shall be deemed a continuing waiver of such provision or a waiver of any other provision.

Failure to enforce any right or provision under these Terms shall not constitute a waiver of that right or provision.

If any provision of these Terms is determined by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable:

• such provision shall be modified to the minimum extent necessary to make it enforceable; or
• if modification is not possible, such provision shall be severed;

and the remaining provisions shall remain in full force and effect.

OmniNext Tech may assign or transfer its rights and obligations under these Terms:

• in connection with a merger;
• acquisition;
• restructuring;
• sale of assets;
• change of control;
• or otherwise;

without notice to you.

You may not assign, delegate, transfer, sublicense, or otherwise convey your rights or obligations under these Terms without prior written consent from OmniNext Tech.

Any attempted assignment in violation of this Section is void.

These Terms shall bind and inure to the benefit of the parties and their permitted successors and assigns.

These Terms, together with:

• the Privacy Policy;
• Data Processing Agreement;
• Affiliate Agreement;
• any applicable addenda;
• and any separate written agreement executed by authorized representatives of both parties;

constitute the entire agreement between you and OmniNext Tech regarding the Platform.

These Terms supersede all prior or contemporaneous:

• proposals;
• negotiations;
• representations;
• agreements;
• communications;

whether oral or written.

No amendment or modification to these Terms shall be effective unless in writing and signed by an authorized representative of OmniNext Tech, except as otherwise expressly permitted within these Terms.

If OmniNext Tech enters into a separate written agreement with you, and a conflict exists between that agreement and these Terms, the separate signed agreement shall control with respect to the conflicting provisions only.

These Terms remain in effect for as long as you maintain an active Platform Account.

All provisions that by their nature should survive termination shall survive, including but not limited to:

• payment obligations;
• intellectual property rights;
• indemnification;
• limitation of liability;
• claim limitation;
• dispute resolution;
• confidentiality;
• data usage rights.

OmniNext Tech LLC ("OmniNext Tech") may suspend, restrict, or terminate your access to the Platform, in whole or in part, immediately and without prior notice if:

• you breach these Terms;
• you violate applicable law;
• you fail to pay Fees;
• you create regulatory risk;
• telecommunications carriers require suspension;
• your conduct exposes OmniNext Tech to liability;
• fraud, abuse, or unlawful activity is suspected;
• your activities threaten system integrity or security;
• you violate white-label restrictions;
• you violate telecom compliance obligations;
• or continuation of service would create material risk.

OmniNext Tech may also terminate accounts that remain inactive for ninety (90) consecutive days.

Termination or suspension may occur without liability to you for damages, losses, or lost profits.

OmniNext Tech may report suspected unlawful conduct to appropriate authorities.

You may terminate your subscription in accordance with the cancellation procedures set forth in these Terms.

Termination does not relieve you of:

• unpaid Fees;
• minimum commitments;
• indemnification obligations;
• chargeback liabilities;
• or other accrued obligations.

Upon termination:

• your right to access the Platform immediately ceases;
• white-label rights terminate;
• use of Marks must cease;
• you must discontinue use of the Platform technology.

OmniNext Tech will retain account data for up to ninety (90) days following termination, unless:

• earlier deletion is legally required;
• earlier deletion is required by regulatory authorities;
• earlier deletion is required for security or compliance reasons.

During the retention period, you may request data export if your account is in good standing and all outstanding Fees are paid.

After ninety (90) days, OmniNext Tech may permanently delete all associated data without further notice.

Deletion is irreversible.

OmniNext Tech is not liable for data loss following expiration of the retention period.

If access was granted to you by a reseller or white-label partner, you must contact that party regarding termination.

OmniNext Tech is not obligated to process termination requests from downstream users absent contractual privity.

OmniNext Tech may immediately suspend or terminate messaging, voice, domain, or other services if required by:

• telecommunications carriers;
• regulatory authorities;
• domain registrars;
• payment processors;
• cloud hosting providers;
• or governmental orders.

Such suspension shall not constitute breach of these Terms.

OmniNext Tech shall not be liable for failure or delay in performance resulting from events beyond its reasonable control, including but not limited to:

• acts of God;
• natural disasters;
• war;
• terrorism;
• civil unrest;
• labor disputes;
• governmental action;
• regulatory changes;
• telecommunications failures;
• Internet service disruptions;
• cyberattacks;
• third-party hosting failures;
• payment processor outages.

Performance shall be excused for the duration of such event.

These Terms and any dispute arising out of or relating to:

• the Platform;
• the Services;
• your Account;
• or these Terms

shall be governed by the laws of the State of Wyoming, without regard to conflict of law principles.

This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16).

If these Terms are translated into any language other than English, the English version shall control in the event of any inconsistency.

PLEASE READ THIS SECTION CAREFULLY.

YOU AND OMNINEXT TECH LLC AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION.

Arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.

The arbitration shall:

• be conducted on an individual basis;
• be held in the State of Wyoming, unless otherwise required by law;
• be conducted in English;
• allow entry of judgment in any court of competent jurisdiction.

The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to:

• the interpretation;
• applicability;
• enforceability;
• formation;
• or scope of this arbitration agreement,

including any claim that all or part of this arbitration agreement is void or voidable.

YOU AND OMNINEXT TECH AGREE THAT:

• ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY;
• NO CLAIM SHALL BE BROUGHT AS A CLASS ACTION;
• NO CLAIM SHALL BE BROUGHT AS A REPRESENTATIVE ACTION;
• NO CLAIM SHALL BE BROUGHT AS A PRIVATE ATTORNEY GENERAL ACTION;
• NO CLAIM SHALL BE BROUGHT IN A CONSOLIDATED OR MASS ARBITRATION.

The arbitrator shall have no authority to consolidate claims or preside over any form of class or representative proceeding.

Either party may bring an individual claim in small claims court in Wyoming if the claim qualifies and remains on an individual basis.

Notwithstanding the foregoing, OmniNext Tech may seek injunctive or equitable relief in a court of competent jurisdiction to protect:

• intellectual property;
• confidential information;
• trade secrets;
• system security;
• white-label misuse.

Such action shall not waive the right to arbitration for other claims.

TO THE EXTENT PERMITTED BY LAW, YOU AND OMNINEXT TECH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

If any portion of this arbitration section is found unenforceable:

• the remaining portions shall remain in effect;
• if the class action waiver is found unenforceable, the arbitration agreement shall be void with respect to that specific claim only.

The following activities constitute "Prohibited Uses" of the Platform. Engaging in any Prohibited Use is a material breach of these Terms and may result in immediate suspension or termination of your Platform Account without notice.

OmniNext Tech LLC ("OmniNext Tech") reserves the right to determine, in its reasonable discretion, whether conduct violates this Code of Conduct.

You may not use the Platform:

• In violation of any applicable law or regulation;
• In jurisdictions where the Platform or specific features (including AI) are prohibited;
• In violation of telecommunications laws, advertising laws, data protection laws, or export control laws.

You may not use the Platform to:

• Exploit, harm, or attempt to harm individuals or organizations;
• Harass, threaten, intimidate, or defame others;
• Engage in discriminatory or hateful conduct;
• Facilitate child sexual exploitation or abuse;
• Distribute unlawful sexually explicit content;
• Promote violence or unlawful activity.

You may not use the Platform to:

• Send spam, unsolicited communications, or chain messages;
• Engage in phishing, fraud, scams, or deceptive marketing;
• Impersonate OmniNext Tech, its employees, or other users;
• Conduct astroturfing campaigns;
• Generate fake reviews or fabricated testimonials;
• Conduct disinformation campaigns;
• Misrepresent AI-generated content as human-authored in a deceptive manner.

You may not use the Platform to:

• Send SMS, MMS, voice, or email communications without required consent;
• Violate TCPA, CAN-SPAM, CASL, TSR, 10DLC, or carrier policies;
• Send high-risk messaging content without required registration;
• Use auto-dialing features in violation of applicable law;
• Evade carrier filtering systems.

Failure to maintain proper consent records constitutes a material breach.

You may not:

• Attempt unauthorized access to the Platform;
• Reverse engineer, decompile, or scrape the Platform;
• Use bots, spiders, or automated tools to extract data;
• Introduce malware, viruses, logic bombs, or harmful code;
• Conduct denial-of-service attacks;
• Interfere with real-time system functionality;
• Attempt to bypass system security mechanisms.

You may not:

• Violate privacy laws;
• Process personal data without proper consent;
• Fail to respond to data subject rights;
• Misuse protected health information (PHI);
• Access or disclose confidential information unlawfully;
• Use the Platform for unlawful data aggregation or resale.

You may not use the Platform's AI features for:

• Automated eligibility determinations for credit, employment, housing, education, or public assistance;
• Unauthorized legal, medical, or financial advice;
• Law enforcement profiling;
• Military or weapons development;
• Critical infrastructure control;
• Political campaigning in violation of applicable laws.

AI outputs must not be relied upon without human review.

You may not use the Platform for:

• Illegal goods or services;
• Payday lending in violation of law;
• Illegal gambling;
• Cryptocurrency mining using Platform resources;
• Criminal facilitation;
• Unauthorized practice of law or medicine;
• Fraudulent financial schemes.

White-label users may not:

• Represent themselves as OmniNext Tech employees;
• Misrepresent ownership of the Platform;
• Create derivative systems outside authorized scope;
• Direct customers to OmniNext Tech for support without authorization.

You may not:

• Overburden system resources;
• Abuse unlimited usage plans;
• Circumvent billing;
• Manipulate wallet or rebilling features;
• Create multiple accounts to evade pricing or restrictions.

Violation of this Code may result in:

• Immediate suspension;
• Termination;
• Reporting to regulatory authorities;
• Cooperation with law enforcement;
• Legal action.

OmniNext Tech is not liable for damages arising from enforcement actions taken in good faith under this Code.

This Artificial Intelligence Acceptable Use Policy ("AI Policy") governs your use of any artificial intelligence, machine learning, generative systems, voice agents, chatbots, automation engines, or predictive tools made available by OmniNext Tech LLC (the "AI Features").

This AI Policy supplements and is incorporated into the Terms of Service. In the event of a conflict, the Terms of Service control.

You acknowledge that artificial intelligence and machine learning systems:

• May generate inaccurate, incomplete, outdated, biased, or misleading content;
• May produce outputs that are offensive or inappropriate;
• May hallucinate facts or generate fabricated citations;
• May fail to reflect current laws, regulations, or industry standards.

OmniNext Tech makes no warranty regarding the accuracy, reliability, completeness, legality, or suitability of AI-generated output.

AI-generated content does not constitute:

• Legal advice
• Medical advice
• Financial advice
• Tax advice
• Compliance advice
• Engineering or architectural advice
• Any licensed professional service

You must consult qualified professionals before relying on AI-generated outputs for regulated or professional decisions.

THE AI FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

OMNINEXT TECH LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR RELIABILITY

Use of AI Features is at your sole risk.

You are solely responsible for:

• Reviewing all AI-generated content;
• Editing and validating outputs;
• Ensuring compliance before publication;
• Verifying accuracy prior to use in marketing, legal, financial, or operational contexts.

You must not rely solely on AI output without independent verification.

If you deploy AI-powered voice agents, chatbots, or automated systems, you must:

• Disclose to end users that they are interacting with an AI system where required by law;
• Comply with telecom and consent regulations;
• Maintain proper opt-out mechanisms.

You agree not to input into AI systems:

• Protected Health Information (PHI), unless under an active HIPAA-compliant configuration and Business Associate Agreement;
• Sensitive personal data where prohibited by law;
• Confidential trade secrets you do not have authority to disclose;
• Biometric data;
• Financial account numbers outside compliant PCI frameworks.

AI inputs may be processed by third-party AI infrastructure providers subject to their own compliance standards.

You may not use AI Features:

• In jurisdictions where AI usage is prohibited;
• In violation of export control laws;
• In violation of sanctions laws.

AI may not be used to:

• Discriminate against protected classes;
• Generate hateful, violent, harassing, or extremist content;
• Promote unlawful political manipulation;
• Engage in targeted harassment.

Protected characteristics include religion, race, gender, sexual orientation, national origin, disability, age, health status, or other legally protected classes.

AI may not be used as the sole decision-making mechanism for:

• Credit eligibility;
• Employment decisions;
• Housing determinations;
• Insurance underwriting;
• Educational admission;
• Public benefits eligibility;
• Law enforcement decisions;
• Immigration determinations.

Human review is mandatory in such contexts.

AI may not be used to:

• Provide unlicensed legal services;
• Practice medicine without licensure;
• Deliver financial advisory services without appropriate authorization;
• Provide tax filing advice;
• Issue compliance certifications.

You may not use AI to:

• Infringe copyrights, trademarks, or patents;
• Replicate proprietary content unlawfully;
• Scrape proprietary databases;
• Reverse engineer protected works.

You are responsible for ensuring lawful use of AI-generated content.

AI may not be used to:

• Spread false information knowingly;
• Generate deepfake impersonations;
• Create fraudulent testimonials;
• Conduct social engineering attacks;
• Produce deceptive content designed to mislead consumers.

You may not use AI Features to:

• Overload servers;
• Generate excessive automated traffic;
• Deploy scraping systems;
• Create denial-of-service conditions;
• Circumvent billing or rate limits.

You must comply with:

• GDPR
• CCPA
• HIPAA (if applicable)
• PCI DSS (if processing payment data)
• Applicable telecom and marketing consent laws

You are solely responsible for lawful data collection, lawful basis for processing, and responding to data subject rights requests.

In addition to the general indemnification provisions of the Terms of Service, you agree to indemnify, defend, and hold harmless OmniNext Tech LLC from any claims arising from:

• AI-generated misinformation;
• Copyright or trademark claims;
• Defamation claims;
• Regulatory violations;
• Telecom compliance failures;
• Failure to disclose AI use;
• Improper handling of sensitive data.

If you deploy AI systems under a white-label model:

• You remain fully responsible for end-user compliance;
• OmniNext Tech has no direct relationship with your end customers;
• You must ensure your own AI policy disclosures;
• You may not represent AI systems as independently developed if built on OmniNext Tech infrastructure.

Beta AI features:

• May be unstable;
• May change without notice;
• May be discontinued at any time;
• Carry no uptime guarantees;
• Carry no indemnification.

Access to Beta AI features may be revoked at any time.

Violation of this AI Policy may result in:

• Suspension of AI features;
• Full account termination;
• Regulatory reporting where required;
• Cooperation with law enforcement;
• Legal action.

OmniNext Tech LLC is not liable for enforcement actions taken in good faith.