TERMS OF SERVICE FOR OMNIRA SYSTEMS

Effective Date: December 3, 2025
Last Updated: December 3, 2025

1. INTRODUCTION AND ACCEPTANCE

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Customer," "you," or "your") and Zenith Sales Group DBA Omnira Systems ("Omnira Systems," "Company," "we," "us," or "our") governing your access to and use of the Omnira B2B data platform and GTM intelligence services (the "Platform," "Service").

BY ACCESSING OR USING OMNIRA SYSTEMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, do not access or use the Platform.

If you are using the Platform on behalf of a business or organization, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and the entity.

Contact Information:

Email: support@omnirasystems.com
Company: Zenith Sales Group DBA Omnira Systems
Jurisdiction: Utah, United States

2. DEFINITIONS

"Account" means your registered Omnira account.
"Credits" means the prepaid units of value used to purchase Leads and access Platform features.
"Lead" or "Lead Data" means B2B contact information, company data, and related intelligence delivered through the Platform.
"Waterfall Enrichment" means our proprietary multi-source data methodology that sequentially queries multiple data sources to find and verify requested information.
"Successful Match" means a Lead for which we successfully locate and deliver the requested data fields.
"No Match" means a Lead request for which we are unable to locate the requested data after completing our Waterfall Enrichment process.
"Platform" means the Omnira website, application, API, and all related services.

3. ACCOUNT REGISTRATION AND ELIGIBILITY

3.1 Eligibility

To use Omnira, you must:

Be at least 18 years of age
Be a business professional using the Platform for legitimate B2B purposes
Have the legal authority to enter into this Agreement
Not be prohibited from using the Platform under applicable laws

3.2 Account Creation

You agree to:

Provide accurate, current, and complete registration information
Maintain and promptly update your account information
Keep your login credentials confidential and secure
Notify us immediately of any unauthorized access or security breach
Accept responsibility for all activities under your account

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. We are not liable for any loss or damage arising from your failure to secure your account. We reserve the right to suspend or terminate accounts that show signs of unauthorized access or suspicious activity.

4. PLATFORM SERVICES

4.1 Service Description

Omnira provides B2B data and go-to-market intelligence services including:

Contact data search and enrichment
Company intelligence and firmographic data
Intent signals and buying indicators
Technographic data and tech stack information
Lead list building and management
Data export and CRM integration capabilities
API access (where applicable to your subscription tier)

4.2 Waterfall Enrichment Methodology

Our Platform utilizes a Waterfall Enrichment structure to deliver Lead Data:

Multi-Source Query: When you request Lead Data, our system sequentially queries multiple premium data sources in a prioritized "waterfall" sequence.
Best-Match Delivery: We return the highest-quality, most complete data available from our source hierarchy.
Credit Consumption: Credits are only consumed when we successfully locate and deliver the requested data (a "Successful Match").
No-Match Handling: If our Waterfall Enrichment process is unable to locate the requested data across all available sources, no Credits are consumed and any pre-deducted Credits are returned to your account balance.

4.3 Data Accuracy

While we strive to provide accurate and current B2B data, we do not guarantee:

100% accuracy of any data point
Completeness of all requested fields
Real-time currency of all information
Deliverability of email addresses or reachability of phone numbers

B2B contact information changes frequently as professionals change roles and companies. We provide data on an "as-is" basis and encourage verification for critical use cases.

5. CREDITS, PRICING, AND PAYMENT

5.1 Credit System

Omnira operates on a Credit-based pricing model:

Credits are purchased in advance through subscription plans or credit packages
Different data types and enrichment levels consume varying Credit amounts
Credit costs for each data type are displayed in the Platform prior to use
Credits have no cash value and are non-transferable between accounts

5.2 Credit Consumption

Credits are ONLY charged for Successful Matches. Our billing works as follows:

When you initiate a Lead request or enrichment, Credits may be temporarily reserved
Our Waterfall Enrichment process queries multiple data sources
If data is found (Successful Match): Credits are permanently deducted
If no data is found (No Match): Reserved Credits are immediately returned to your account balance

This ensures you only pay for data we actually deliver.

5.3 Credit Balance and Expiration

Credit balances are displayed in your account dashboard
Credits expire according to your subscription terms (typically 12 months from purchase unless otherwise specified)
Expired Credits are forfeited and cannot be recovered
We may send expiration reminders but are not obligated to do so

5.4 Subscription Plans

Subscription plans may include:

Monthly or annual Credit allocations
Access to specific Platform features
API rate limits and access levels
Support tier levels
Credit rollover terms (if applicable)

Subscription terms, pricing, and included Credits are specified at the time of purchase and in your account dashboard.

5.5 Payment Terms

All fees are due in advance and charged to your designated payment method
Subscription fees are billed at the beginning of each billing cycle
Additional Credit purchases are charged at the time of purchase
All payments are processed securely through Stripe
You are responsible for all applicable taxes

5.6 Price Changes

We reserve the right to modify pricing with 30 days' advance notice. Price changes will not affect current prepaid subscription periods but will apply to renewals.

6. REFUND POLICY

6.1 No Cash Refunds

ALL SALES ARE FINAL. WE DO NOT PROVIDE CASH REFUNDS FOR:

Purchased Credits (used or unused)
Subscription fees (including partial periods)
Credit packages or add-ons
Any other Platform purchases

6.2 Credit Returns for No-Match Results

As described in Section 5.2, Credits are automatically returned to your account balance when our Waterfall Enrichment process fails to locate requested data. This is not a refund: it is how our system operates. You retain the Credits for future use.

6.3 Discretionary Goodwill Adjustments

In exceptional circumstances, we may, at our sole and absolute discretion, provide:

Account credits as a goodwill gesture
Partial account credits for service issues
Other accommodations we deem appropriate

Any such goodwill adjustments:

Are granted entirely at our discretion
Do not establish precedent for future requests
Do not constitute admission of fault or liability
Are provided as account credits, not cash refunds
May be subject to conditions we specify

You have no entitlement to goodwill adjustments, and our decision to grant or deny such requests is final and non-appealable.

6.4 Chargebacks and Disputes

If you initiate a chargeback or payment dispute with your bank or credit card company:

Your account will be immediately suspended
You will be responsible for all chargeback fees and administrative costs
We reserve the right to pursue collection of amounts owed
Your account may be permanently terminated
You may be prohibited from creating future accounts

We encourage you to contact us at support@omnirasystems.com to resolve any billing concerns before initiating a chargeback.

6.5 Subscription Cancellation

You may cancel your subscription at any time through your account settings or by contacting support. Upon cancellation:

You retain access through the end of your current paid period
Unused Credits remain available until they expire per their original terms
No prorated refunds are provided for unused subscription time
No refunds are provided for unused Credits
Recurring billing will cease at the end of the current period

7. ACCEPTABLE USE POLICY

7.1 Permitted Uses

You may use Omnira and Lead Data for legitimate B2B purposes including:

Sales prospecting and outreach to business professionals
B2B marketing campaigns
Recruiting and talent acquisition
Market research and competitive intelligence
Business development and partnership identification
Account-based marketing initiatives
CRM data enrichment and maintenance

7.2 Prohibited Uses

You agree NOT to use the Platform or Lead Data for:

Illegal or Harmful Activities:

Any purpose that violates applicable laws or regulations
Harassment, stalking, threats, or intimidation
Fraud, deception, or misrepresentation
Activities that infringe on others' rights

Consumer and Personal Uses:

Consumer marketing (B2C)
Personal or non-business purposes
Marketing products or services unrelated to business contexts
Contacting individuals in their personal (non-professional) capacity

Data Misuse:

Reselling, redistributing, or sublicensing Lead Data
Building competing databases or services
Providing Lead Data to third parties (except your service providers assisting with your permitted use)
Scraping, crawling, or automated extraction beyond authorized API use
Circumventing usage limits or access controls
Attempting to re-identify anonymized or aggregated data

Technical Violations:

Reverse engineering, decompiling, or disassembling the Platform
Introducing malware, viruses, or malicious code
Attempting unauthorized access to systems or accounts
Interfering with Platform operation or other users' access
Exceeding API rate limits or authorized usage

Communication Violations:

Sending spam or unsolicited bulk communications
Ignoring or circumventing opt-out/unsubscribe requests
Violating CAN-SPAM, TCPA, GDPR, or other applicable laws
Making false or misleading claims in outreach
Impersonating others or misrepresenting your identity

7.3 Compliance Obligations

You are solely responsible for:

Complying with all applicable laws in your use of Lead Data
Obtaining any required consents for your outreach activities
Honoring opt-out and do-not-contact requests you receive
Maintaining your own suppression lists
Ensuring your communications comply with CAN-SPAM, TCPA, and other regulations

7.4 Enforcement

Violation of this Acceptable Use Policy may result in:

Warning or demand to cease prohibited activity
Temporary suspension of account access
Permanent termination of your account
Forfeiture of unused Credits without refund
Legal action to enforce our rights or recover damages

We reserve the right to investigate suspected violations and cooperate with law enforcement when appropriate.

8. INTELLECTUAL PROPERTY

8.1 Platform Ownership

The Platform, including all software, algorithms, designs, text, graphics, interfaces, and other content, is owned by Omnira Systems and protected by intellectual property laws. We reserve all rights not expressly granted in these Terms.

8.2 Limited License to Users

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

Access and use the Platform for your internal business purposes
Use Lead Data for permitted purposes described in Section 7.1
Export Lead Data for use in your business systems

8.3 Restrictions on Lead Data

Your license to Lead Data is subject to these restrictions:

Lead Data is licensed, not sold
You may not resell, redistribute, or sublicense Lead Data
You may not use Lead Data to create competing products or services
Your license terminates upon account termination or violation of these Terms
We retain all ownership rights in Lead Data and our databases

8.4 Feedback

If you provide suggestions, ideas, or feedback about the Platform ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback without compensation or attribution.

8.5 Trademarks

"Omnira," "Omnira Systems," and related logos and names are trademarks of Zenith Sales Group DBA Omnira Systems. You may not use our trademarks without prior written consent.

9. DATA PRIVACY

9.1 Privacy Policy

Our collection and use of information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.2 Data Subject Requests

If individuals whose information is in our database submit opt-out or deletion requests, we will honor those requests and remove their information from future Lead Data deliveries. You agree to maintain your own suppression lists and honor opt-out requests you receive directly.

9.3 Data Processing

When you use Lead Data, you act as an independent controller of that data under applicable privacy laws. We are not responsible for your compliance with privacy laws in your use of Lead Data.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

10.1 "AS IS" Disclaimer

THE PLATFORM AND LEAD DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES INCLUDING:

MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
ACCURACY, COMPLETENESS, OR RELIABILITY OF DATA
UNINTERRUPTED OR ERROR-FREE OPERATION
RESULTS OR OUTCOMES FROM USE OF THE PLATFORM

10.2 No Guarantee of Results

We do not guarantee:

Any specific business results from using the Platform
Response rates from outreach using Lead Data
Accuracy or deliverability of contact information
Availability of data for any specific individual or company
Continuous, uninterrupted Platform availability

10.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMNIRA SYSTEMS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
COST OF SUBSTITUTE SERVICES
ANY DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE PLATFORM

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR
ONE HUNDRED DOLLARS ($100)

These limitations apply regardless of the legal theory (contract, tort, strict liability, or otherwise) and even if we were advised of the possibility of such damages.

10.4 Essential Purpose

You acknowledge that the limitations in this Section 10 reflect a reasonable allocation of risk and are a fundamental basis of the bargain between you and us. The Platform would not be provided without these limitations.

10.5 Jurisdictional Variations

Some jurisdictions do not allow certain warranty disclaimers or liability limitations. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Omnira Systems and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

Your use of the Platform or Lead Data
Your violation of these Terms
Your violation of any applicable law or regulation
Your violation of any third-party rights
Your outreach, communications, or marketing activities using Lead Data
Any claim that your use of Lead Data harmed a third party
Your negligence or willful misconduct

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, at your expense. You agree to cooperate with our defense of such claims.

12. TERM AND TERMINATION

12.1 Term

These Terms are effective when you first access or use the Platform and continue until terminated.

12.2 Termination by You

You may terminate your account at any time by:

Using the account cancellation feature in your account settings
Contacting support@omnirasystems.com

12.3 Termination by Us

We may suspend or terminate your account immediately, without notice, for any reason, including:

Violation of these Terms or the Acceptable Use Policy
Suspected fraudulent, abusive, or illegal activity
Non-payment of fees
Extended period of inactivity
Request by law enforcement or government agency
Discontinuation of the Platform (with reasonable notice)

12.4 Effect of Termination

Upon termination:

Your right to access the Platform ceases immediately
All unused Credits are forfeited (no refunds)
Your license to use previously exported Lead Data continues, subject to these Terms
Provisions that by their nature should survive (including Sections 6, 8, 10, 11, 13, and 14) will survive termination
We may delete your account data after a reasonable retention period

12.5 No Liability for Termination

We are not liable to you or any third party for any termination of your access to the Platform.

13. DISPUTE RESOLUTION

13.1 Governing Law

These Terms and any disputes arising from them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to conflict of law principles.

13.2 Informal Resolution

Before initiating formal dispute resolution, you agree to contact us at support@omnirasystems.com to attempt to resolve any dispute informally. Most concerns can be resolved quickly through informal discussion.

13.3 Binding Arbitration

Any dispute, claim, or controversy arising from or relating to these Terms or the Platform that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration shall be conducted in Salt Lake City, Utah, or remotely via video conference
The arbitrator's decision shall be final and binding
Judgment on the arbitration award may be entered in any court of competent jurisdiction
Each party shall bear its own costs, and arbitration fees shall be shared equally unless the arbitrator determines otherwise

13.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in class actions or class arbitrations against us.

13.5 Exceptions

The following disputes are exempt from arbitration and may be brought in court:

Claims for injunctive or equitable relief for intellectual property infringement
Claims within small claims court jurisdiction
Claims that applicable law does not permit to be arbitrated

13.6 Exclusive Jurisdiction

For disputes not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms for specific features, constitute the entire agreement between you and us regarding the Platform and supersede all prior agreements and understandings.

14.2 Amendments

We may modify these Terms at any time by posting updated Terms on the Platform. Material changes will be communicated via email or prominent Platform notice at least 30 days before taking effect. Your continued use after changes become effective constitutes acceptance. If you disagree with changes, your sole remedy is to stop using the Platform and terminate your account.

14.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by us.

14.4 Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

14.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their successors and assigns.

14.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except that our affiliates and service providers are intended beneficiaries of the limitation of liability and indemnification provisions.

14.7 Force Majeure

We are not liable for any failure or delay in performance due to causes beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or pandemic.

14.8 Notices

Notices to you may be sent to the email address associated with your account. Notices to us must be sent to:

Zenith Sales Group DBA Omnira Systems
Email: legal@omnirasystems.com

14.9 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.

14.10 Export Compliance

You agree to comply with all applicable export control and sanctions laws in your use of the Platform.

14.11 Government Users

If you are a U.S. government entity, the Platform is provided as "commercial computer software" and "commercial computer software documentation" under applicable regulations.

15. CONTACT US

If you have questions about these Terms, please contact us:

General Support: support@omnirasystems.com
Legal Inquiries: legal@omnirasystems.com
Company: Zenith Sales Group DBA Omnira Systems
Location: Utah, United States

16. ACKNOWLEDGMENT

BY USING OMNIRA SYSTEMS, YOU ACKNOWLEDGE THAT:

✓ You have read and understood these Terms of Service
✓ You agree to be bound by these Terms
✓ You understand our Credit-based pricing and Waterfall Enrichment methodology
✓ You understand that Credits are only consumed for Successful Matches
✓ You understand that all sales are final with no cash refunds
✓ You will use Lead Data only for permitted B2B purposes
✓ You accept our disclaimers and limitation of liability
✓ You agree to resolve disputes through binding arbitration
✓ You waive the right to participate in class action lawsuits

These Terms of Service were last updated on December 3, 2025.