Between OmniFuse Inc. and End User
This Master Services Agreement ("Agreement") is entered into by and between OmniFuse Inc. ("Company," "we," "our," or "us") and you, the end user or client ("Client," "you," or "your"). This Agreement governs the provision of services, deliverables, and related activities provided by the Company through its website and associated platforms ("Services").
1. Scope of Services
OmniFuse Inc. agrees to provide certain creative, digital, technical, or consulting services as described on the Site or in any mutually agreed-upon statement of work ("SOW").
Each SOW will outline:
Project description
Deliverables
Timelines
Fees and payment terms
Acceptance criteria
Any additional terms
In the event of a conflict between this Agreement and an SOW, the SOW terms shall control solely for that project.
2. Client Responsibilities
The Client agrees to:
Provide timely access to necessary materials, information, and personnel
Review and approve deliverables in a timely manner
Ensure all provided content does not infringe third-party rights
Maintain secure login credentials and account information
Delays caused by the Client may extend deadlines or incur additional fees.
3. Fees & Payment Terms
Fees for Services are outlined in the applicable SOW or Site listings. Unless otherwise stated:
All fees are due upon receipt of invoice
Late payments may incur interest at the maximum rate permitted by law
Deposits or retainers may be required
Services may be paused or terminated for nonpayment
All payments are non-refundable except as required by law or specifically agreed in writing.
4. Intellectual Property & Ownership
Unless otherwise stated in an SOW:
a. Company IP
The Company retains all ownership rights in:
Proprietary tools
Software
Templates
Processes
Pre-existing materials
b. Deliverables
Upon full payment, the Client receives a license to use final deliverables for their intended business purpose. Ownership transfers only if explicitly stated in an SOW.
c. Client Materials
Client retains all rights to materials they provide to the Company.
5. Confidentiality
Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed during the engagement ("Confidential Information"). Confidentiality obligations shall survive termination of this Agreement.
6. Warranties & Disclaimers
OmniFuse Inc. represents that Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
7. Limitation of Liability
To the fullest extent permitted by law:
OmniFuse Inc. shall not be liable for indirect, incidental, consequential, or punitive damages.
OmniFuse Inc.’s total liability shall not exceed the total fees paid by the Client in the 12 months preceding the claim.
8. Term & Termination
This Agreement begins on the Effective Date and continues until terminated by either party with written notice. Either party may terminate immediately for:
Material breach
Nonpayment
Illegal activity
Upon termination:
Client must pay for all Services performed through the termination date
Any outstanding licenses or obligations remain enforceable
9. Governing Law
This Agreement is governed by the laws of the State of [Insert State], without regard to conflict of law principles.
10. Entire Agreement
This Agreement, together with all SOWs, constitutes the complete and exclusive understanding between the parties.
END USER LICENSE AGREEMENT (EULA)
Between OmniFuse Inc. and End User
This End User License Agreement ("EULA") governs your access and use of software, content, digital tools, or other licensed materials provided by OmniFuse Inc. ("Company," "we," "our," or "us").
By accessing or using the licensed materials ("Software" or "Licensed Content"), you agree to this EULA.
1. License Grant
Subject to your compliance with this EULA, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software strictly for personal or internal business purposes.
2. Restrictions
You may not:
Copy, modify, or create derivative works of the Software
Reverse engineer, decompile, or attempt to access source code
Sell, distribute, sublicense, or lease the Software
Bypass any access controls or security measures
Use the Software for any unlawful or harmful purpose
Use the Software to create competing products or services
3. Ownership
OmniFuse Inc. retains all ownership rights in the Software, Licensed Content, trademarks, and all related intellectual property. The license does not transfer ownership to you.
4. Updates & Modifications
The Company may issue updates, modifications, patches, or new versions of the Software. The Company is not obligated to provide updates, support, or maintenance unless expressly agreed.
5. User Data
Use of the Software may involve the collection and processing of personal or usage data. Such processing is governed by the Company’s Privacy Policy.
6. Termination
This license is effective until terminated. It will terminate automatically if you:
Violate this EULA
Attempt unauthorized use of the Software
Fail to comply with payment or subscription obligations (if applicable)
Upon termination:
You must cease all use
Access may be revoked without notice
Copies of Software or Licensed Content must be deleted
7. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability
To the fullest extent permitted by law:
OmniFuse Inc. shall not be liable for indirect, incidental, consequential, or punitive damages
Total liability shall not exceed the amount paid (if any) for access to the Software
9. Export Compliance
You agree not to use, distribute, or export the Software in violation of applicable export laws and regulations.
10. Governing Law
This EULA is governed by the laws of the State of [Insert State], without regard to conflict-of-law rules.