Terms of Service

Last Updated: July 15, 2020 


INTRODUCTION 


These Terms of Use (the “Terms” or the “Agreement”) set forth the terms and conditions that apply to your access and use of the websites, software applications, and other online services (collectively, the “Service”) provided by Omella, Inc. (“Omella”, “We”, “Us”, and “Our”).


The Service includes, but is not limited to, the Omella extension for desktop web browsers, the Omella mobile application (the “Omella Mobile App”), and the website located at: www.omella.com (the “Site”).


Please note that the Terms contain (1) an arbitration provision; (2) a waiver of rights to bring a class action against Omella; and (3) a release by you of all claims for damage against Omella that may arise out of your use of a Service. By using the Omella platform, you agree that these arbitration and dispute resolution provisions will apply to any disputes between you and Omella regarding the Service provided by Omella.


Please carefully read this section: THIS AGREEMENT CONTAINS (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AFFIRM THAT YOU AGREE TO THESE PROVISIONS.


ACCEPTING THE TERMS 


By using (and in return for us providing) the Service, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse our websites or use our software without registering) or you are a “Member” (which means that you have registered to create an account with Omella). The term “you” or “User” refers to a Visitor or a Member. The term “we” or “our” refers to Omella. You may not use the Service and you may not accept these Terms if you are not of a legal age (18 years of age or older) to form a binding contract with Omella. If you accept these Terms, you represent that you have the capacity to be bound by these Terms or if you are acting on behalf of a company or entity that you have the authority to bind such entity. If you are an individual accessing or using the Service on behalf of, or for the benefit of, any other person then you are agreeing to these Terms on behalf of such other person, and you hereby represent and warrant that you have the legal authority to bind such person to these Terms.  


If you do not agree with all terms and conditions of these Terms, please don’t use the Service.


NOT A BANK OR FEDERALLY REGULATED DEPOSITORY INSTITUTION 


Please be advised that Omella is not a bank and does not offer banking products or services, including deposit insurance provided by the Federal Deposit Insurance Corporation (“FDIC”) or similar governmental authority. 


We act only as a service provider and do not act as your tax adviser, agent, trustee or other intermediary. Moreover, our relationship with you does not cause us to enter into any partnership, joint venture, agency, or employment relationship with you. 


CHILDREN UNDER THE AGE OF 18 


Please note that the Services are not intended for Users under the age of 18. To register for any Services, you must be 18 years of age or older. Omella does not knowingly collect personally identifiable information from Users under the age of 18 without verifiable parental consent. Children under 18 should not send any information about themselves to Omella without the consent of their parent or legal guardian.


PARENTAL ACCESS AND CONTROLS 


At any time, you can refuse to permit us to collect personal information from your child or teen under 18 years of age, and can request that we delete from our records the personal information we have collected. If you have any questions or concerns about our approach to children's privacy, you want to access the data of your child, or request the deletion of your child's data, please contact us at contact@omella.com or call us at 510-560-6766. For information about requesting deletion of personal information, please visit Contact Us section below.


OUR COMPLIANCE WITH THE CHILDREN’S ONLINE PRIVACY PROTECTION ACT 


We are committed to complying with all applicable laws and regulations and, as such, have prepared our Privacy Policy in accordance with the U.S. Children's Online Privacy Protection Act (also known as "COPPA"), among other applicable privacy laws. 


YOUR PRIVACY AND PERSONAL INFORMATION 


For information about Omella’s privacy and data protection practices, please read Omella’s Privacy Policy found at www.omella.com/privacy-policy. Our privacy policy explains how Omella collects, uses and shares your information that you provide when you access the Service. By using the Service, you consent to Omella’s collection, use, and sharing of your information as set forth in our privacy policy.


DESCRIPTION OF THE SERVICE 


Omella simplifies and facilitates collecting payments from large groups. We provide web-based software for organizers with the goal of making their lives easier and allowing them to return to building and nurturing their communities.


As part of the Service, we provide you with a suite of tools that allows Users to collect and initiate payments across multiple individuals and organizers. Further details about the Omella Mobile App are described below.


To make or receive payment using Omella you must agree to become an Omella User and have a registered Omella account. The same is true for any information you may submit to, or receive from, Omella. Payments via Omella are processed via Stripe’s payment processing service. Your use of our online payment functionality also constitutes your acceptance of Stripe’s privacy policy (Privacy Policy - United States) and terms of use (Services Agreement - United States), as discussed in the sections that follow. 


LINKING PAYMENT METHODS


You can link or unlink a debit card, credit card, or a U.S. bank account to your Omella account as a payment method. Please keep your payment method information current (e.g. credit card number and expiration date). If this information changes, we may update it using information and third-party sources available to us without any action on your part. If you do not want us to update your card information, you may contact your issuer to request this or remove your payment method from your Omella account.


When you use your bank account as a payment method, you are allowing us to initiate a transfer from your bank account. For these transactions, we will make electronic transfers from your bank account in the amount you authorize. You authorize us to try this transfer again if the initial transfer is rejected by your bank for any reason.


YOU SHOULD CONFIRM THAT YOUR BANK ACCOUNT CONTAINS FUNDS SUFFICIENT TO COVER ANY PAYMENT BEFORE MAKING SUCH PAYMENT, IF FUNDED BY YOUR BANK ACCOUNT. THIS WILL HELP YOU AVOID OVERDRAFT OR OTHER FEES YOUR FINANCIAL INSTITUTION MAY CHARGE.


ACCOUNT STATEMENTS 


You have the right to receive an account statement showing your Omella account activity. You may view your Omella account statement by logging into your Omella account on the Site. 


REFUNDS, REVERSALS AND CHARGEBACKS 


Payments may be invalidated and reversed by us if, among other reasons, we sent payment to you in error, the funding transaction is declined or reversed, the payment was unauthorized or unfunded, or if payment was for activities that violated this Agreement, any other agreement with us, or any policy we maintain with respect to the Service. You agree that you will be financially responsible for any and all fees that Omella may incur in connection with the refund of any payment.


Some refunds -- those issued shortly after the original charge -- appear in the form of a reversal instead of a refund. In case of a reversal, the original charge will drop off your statement, and a separate credit will not be issued. 


As the sender or recipient of a payment that is later invalidated for any reason, you may be liable to us for the full amount of the payment and we may recover the amount of the payment (plus any fees) from you. We may recover the amount of the payment from either the sender or the recipient of an invalidated payment in our discretion (subject to applicable law). For example, if you send a payment funded by a bank account and the bank informs us it cannot cover the payment due to a lack of funds or a dispute, we may hold you liable for the payment, or if you were the recipient of that payment, we may reverse that payment from your account to cover the liability.


When recovering the amount of an invalidated payment from you, we may apply any money sent to you on Omella, request that you add money to your account for the amount of the payment and apply that money to amounts owed, and/or we may:


  • engage in collection efforts to recover such amounts from you; 
  • deduct amounts owed to us, in whole or in part, from money that is sent to your Omella account (either by you or from payments sent to you);
  • reverse payments you have sent; 
  • engage in collection and other efforts to collect or recover such amounts from you, including making attempts on your linked payment methods to cover such amounts; and 
  • place a limitation or take other action on your Omella account. 


If we invalidate a payment because the card issuer or originating bank declined or reversed the transaction, then you may be liable for the payment even if you disagree with the decision of the card issuer or originating bank to decline or reverse the payment. 


If you believe that a payment initiated with your Omella account was not authorized, then you must notify us immediately, even if you (or someone else) disputes the transaction with the card issuer or originating bank. If you fail to report the unauthorized activity directly to us, then we may recover the amount of the reversed payment from you, as described above.


YOUR USE OF THE SERVICE 


Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use our Service for lawful, internal, limited-business, and certain non-commercial purposes. You agree that Omella is not responsible or liable to you or to any third party for any products or services you purchase or otherwise receive in connection with the Service, including for any product liability claim, improper charges, delivery failures, pricing errors, or inaccurate product descriptions.


Subject to your compliance with this Agreement, Omella hereby grants to you, a personal, worldwide, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to (i) use the software and content provided to you as part of the Services (for personal, limited-business, non-commercial purposes; and (ii) download a single copy of our software for such use.


Accurate records enable Omella to provide the Service to you. In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.

 

Your access and use of the Service may be interrupted from time to time due to third-party failures outside of our control (such as unavailability of general Internet infrastructure). Access and use may also be interrupted for periodic updating, maintenance or repair of the Service by Omella. While we will make reasonable efforts to make the Service available to you, we do not promise that it will be available at all times.


You agree that Omella may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials (although any use of your personal information will be subject to our privacy policy).

You represent and warrant that if you are a federal candidate or political committee (PAC) that receives funds via the system that you and your campaign committee are properly registered with the Federal Election Commission. You represent and warrant that if you are a federal candidate or political committee (PAC) that any activity performed via the system will be in compliance with the Federal Election Campaign Act and FEC rules and regulations.


As is further detailed in our privacy policy, Omella may collect information about the websites that you visit in order to create a better user experience for you and other Omella users. Examples of this type of information include information about the products your browser visits, including the current product prices and other product details. Note also that we may collect information about visitors, if you embed an Omella widget, button or other payment link on your website. Please consult our privacy policy for further information. In the future (and always subject to our privacy policy), we may offer personalization options in our products that utilize knowledge about what products you are interested in to present relevant content and product offers. As we explore ways to use data to build more powerful product experiences that we believe will increase your chance of time and money savings we may provide ways to opt out of this data collection, though it may result in degraded product capabilities if such data is required to provide the product experience.


You represent, warrant, and agree that you will not contribute any content or otherwise use the Services or interact with the Services in a manner that:


  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Omella);


  • Infringes upon individuals’ rights by sharing their personal information without their prior consent; 


  • Violates any law or regulation or this Agreement;


  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;


  • Jeopardizes the security of your Omella account or anyone else’s (such as allowing someone else to log in to the Services as you);


  • Attempts, in any manner, to obtain the password, account, or other security information from any other User;


  • Violates the security of any computer network, or cracks any passwords or security encryption codes;


  • Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure) or that would bypass the navigational structure or presentation of the Service;


  • “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);


  • Copies or stores any significant portion of the Content;


  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or


  • Circumvents, removes, alters, deactivates, degrades or thwarts any technological measure or content protections of the Service.


You further represent and warrant that you have authority to enter into this Agreement and to share certain information with us. 


If you violate or infringe any requirement in this Section (or this Agreement), we may immediately suspend or terminate your right to use or access the Services.


REGISTRATION INFORMATION 


You agree and understand that you are responsible for maintaining the confidentiality of your password (if applicable) which, together with your Login ID, allows you to access the Service. That Login ID and password (if applicable), together with any other contact information you provide (such as your e-mail address or phone number), form your “Registration Information.”


By providing us with your e-mail address, you agree to receive all required notices electronically to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard modern, commercially available internet browser. We may also use your e-mail address to contact you about our own and third parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please e-mail Omella at: contact@omella.com.


If you become aware of any unauthorized use of your Registration Information, you agree to notify Omella immediately.


THIRD-PARTY LINKS 


With the Service, Users may direct Omella to interact with existing accounts they own and that are maintained online by third-party companies with which they have accounts (“Third-Party Accounts”) such as Facebook, Instagram, Twitter, etc. Omella makes no effort to review the Third-Party Accounts for any purpose, including but not limited to accuracy, legality or non- infringement. Omella is not responsible for the products and services offered by or on any third-party site. If your permission settings allow it, Omella may import information from your Third-Party Accounts to help better offer the Services to you. Omella does not control the policies and practices of any third-party site or service, including any Third-Party Accounts you connect to the Services.


Omella cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Omella cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.


In connection with any offers issued by Omella, the Service may provide links to other websites belonging to our advertisers and other third parties. We do not endorse, warrant, or guarantee the products or services available through the sponsored advertiser link (or any other third-party products or services advertised, presented on or linked from any portion of our Services), whether or not sponsored. Omella is not an agent, distributor, re-seller, broker or otherwise responsible for such third parties or the activities or policies of those websites or the products or services available on them. Omella does not promise or guarantee that the product details, prices, coupon availability or other service terms, rates or rewards offered by any particular advertiser or other third party via our Service are the best prices, terms or lowest rates available in the market.


When you access third-party websites via our Service, you accept that there are risks in doing so, and that Omella is not responsible for such risks. We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.


Omella has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Omella will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.


If there is a dispute between participants on our Service, or between users and any third party (including a merchant from whom you purchase a product within the Omella Mobile App), you agree that Omella is under no obligation to become involved. To the maximum extent permitted by applicable law, in the event that you have a dispute with one or more other users, you release Omella, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. 


If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


MODIFICATIONS 


Omella may modify this Agreement from time to time, to reflect: (i) technological developments; (ii) changes to the Service; and (iii) changes to law and regulation. Any and all changes to this Agreement will be posted on the Site. In addition, the Agreement will always indicate the date it was last revised. These changes will not be retrospective (i.e. they will only apply from the date notified, or any later date stated in the notification). If you do not agree to the changes, you are free to exercise your right to stop using the Service and terminate this Agreement (as above). You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.


ELECTRONIC NOTIFICATIONS 


Omella may from time to time provide automatic notifications and voluntary account-related notifications, as further explained below and subject always to our privacy policy. 


Automatic notifications may be sent to you following certain changes made online to your Omella account, such as a change in your Registration Information.


Voluntary account notifications may be turned on by default as part of the Service. They may then be customized, deactivated or reactivated by you. These notifications allow you to choose alert messages for your accounts. Omella may add new notifications from time to time, or cease to provide certain notifications at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your notifications service.


Electronic notifications will be sent to the e-mail address you have provided as your primary e-mail address for the Service. If your e-mail address changes, you are responsible for informing us of that change. Changes to your e-mail address will apply to all of your notifications.


Because notifications are not encrypted, we will never include your passcode. However, notifications may include your Omella login information and some information about your accounts. Anyone with access to your email will be able to view the content of these notifications. At any time you may disable certain notifications, although we may still send you Service-related notices as needed to allow us to provide you the Service.


UNLAWFUL INTERNET GAMBLING NOTICE 


The term, “restricted transactions” as defined in Federal Reserve Regulation GG (12 C.F.R. Part 233) are prohibited from being processed through your Omella account. Restricted transactions include transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.


RIGHTS GRANTED TO OMELLA 


By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Omella through the Service, then (except for User Content (as defined below), to which the specific rules below apply) you hereby give Omella permission to use that content solely for the purpose of providing the Service. Omella may use and store the content, but only to provide the Service to you. By submitting this content to Omella, you represent that you are entitled to submit it to Omella for use for this purpose, without any obligation by Omella to pay any fees or other limitations.


ANTI-MONEY LAUNDERING AND IDENTITY AUTHENTICATION 


You authorize us, directly or through third parties (such as Stripe, Inc.), to make any inquiries we consider necessary to verify your identity. This may include:


  • Asking you for further information, such as your date of birth, a social security or taxpayer identification number, your physical address and other information that will allow us to reasonably identify you;


  • Requiring you to take steps to confirm ownership of your email address, phone number or financial instruments;


  • Ordering a credit report from a credit reporting agency, or verifying your information against third-party databases or through other sources; or


  • Requiring you to provide your driver’s license or other identifying documents.


Anti-money laundering and counter-terrorism financing laws may require that we verify the required identifying information (such as name, physical address, date of birth, and social security or taxpayer identification number) if you use certain Omella services. We reserve the right to close, suspend, or limit access to your Omella account and/or the Omella services in the event that, after reasonable enquiries, we are unable to obtain information about you required to verify your identity.


OMELLA INTELLECTUAL PROPERTY RIGHTS


The contents of the Service, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under copyright, trademark and other laws. The contents of the Service belong or are licensed to Omella or its software or content suppliers. Omella grants you the right to view and use the Service subject to this Agreement. Any distribution, reprint or electronic reproduction of any content from the Service other than as expressly permitted in this Agreement and without our prior written consent, is prohibited. If you would like to request such permission, shoot us an e-mail at contact@omella.com.   


COPYRIGHT DISPUTES 


We may be asked under the Digital Millennium Copyright Act (the “DMCA”) to remove user-generated material that allegedly violates someone’s copyright. Omella respects others parties’ intellectual property rights, and Omella reserves the right to delete or disable User Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. 


ELECTRONIC FUND TRANSFERS


Electronic Fund Transfer Disclosure Statement. The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds, and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account at your depository institution.


Definitions. 


  • Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft, or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website, or mobile application.


  • Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at regular intervals; for example, direct deposits into or withdrawal of funds out of your account.


Your Liability.  


  • Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly.


  • Unauthorized Transfers: Tell us at once if you believe your account or account PIN or account access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. If your account or account PIN or account access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers, you could lose all the money in your account(s). Message us immediately by sending us a message to contact@omella.com to keep your possible losses to a minimum. If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section may be extended for a reasonable period.


VERIFICATION OF YOUR BANKING DATA 


Provide Accurate Information. 


  • You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other websites, including financial institutions. You will not misrepresent your identity or your account information.


  • You represent that you are authorized, and have all the rights, to provide and license such information, as described below. You agree to keep your account information up to date.



  • If you do not provide timely or accurate information, we may deem the application incomplete. Furthermore, we may terminate consideration of your application at any time in our sole discretion.


License. 


  • You are licensing to us any information, data, passwords, materials or other content you provide through the Omella platform to access, use and store.


  • We may access, use and store this information exclusively for the purposes of providing the Omella platform to you.



Third-Party Accounts. 


  • You authorize us to access third-party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts that you select.


  • You authorize us to access third-party internet sites, servers or documents, retrieve information, and use your information exclusively for the purposes of providing the Omella platform to you.


  • You understand that we may access your third-party accounts any time and obtain access to the information in such third-party accounts at any time while you have an account with Omella as necessary to operate the Omella platform.


ERROR RESOLUTION


  • Errors or Questions About Transactions. Please contact us by e-mailing us at contact@omella.com (1) if you believe a transaction receipt or a statement is wrong, or (2) if you need more information about a transaction on the receipt or statement. For consumer accounts, we must hear from you no later than sixty (60) days after we sent you the first statement on which the error or problem appeared. For business accounts, we must hear from you within one (1) business day of us sending you a receipt. Your inquiry must include: (x) your name, email associated with your account, and your account number (if available); (y) a description of the error or the transaction you are unsure about, and a clear explanation of why you believe there is an error or why you need more information; and (z) the dollar amount of the suspected error. If you tell us orally, we may require that you send us your inquiry via e-mail within ten (10) business days.


Time Periods. 


  • Ten-Day Time Period. We will investigate promptly and, except as otherwise provided in this paragraph, shall determine whether an error occurred within ten (10) business days of receiving a notice of error. We will report the results to the consumer in writing within three (3) business days after completing its investigation. We will correct the error within one (1) business day after determining that an error occurred.


  • Forty Five-Day Time Period. If we are unable to complete its investigation within ten (10) business days, we may take up to forty-five (45) days from receipt of a notice of error to investigate and determine whether an error occurred, provided that we do the following:


  • Provisionally credit the consumer's account in the amount of the alleged error (including interest where applicable) within ten (10) business days of receiving the error notice. We need not provisionally credit the consumer's account if:


  • We do not receive written confirmation within ten (10) business days of an oral notice of error; or


  • The alleged error involves an account that is subject to Regulation T (Securities Credit by Brokers and Dealers, 12 C.F.R. Part 220);


  • Inform the consumer, within two (2) business days after the provisional crediting, of the amount and date of the provisional crediting and gives the consumer full use of the funds during the investigation;


  • Correct the error, if any, within one (1) business day after determining that an error occurred; and


  • Report the results to the consumer within three (3) business days after completing our investigation (including, if applicable, notice that a provisional credit has been made final).


  • Extension of Time Periods


The time periods described above may be extended as follows:


  • Extension of Ten-Day Time Period. The time limit for resolution is extended to twenty (20) business days in place of ten (10) business days if the notice of error involves an electronic fund transfer to or from the account within thirty (30) days after the first deposit to the account was made; or


  • Extension of Forty Five-Day Time Period. The time limit for resolution is extended to ninety (90) days in place of forty-five (45) days for completing an investigation, if a notice of error involves an electronic fund transfer that occurred within thirty (30) days after the first deposit to the account was made.


PROCESSING ERRORS


We will rectify any processing errors we discover. If the error results in you receiving less than the correct amount to which you were entitled, then we will credit your Omella account for the difference between what you should have received and what you actually received. 


If the error results in you receiving more than the correct amount to which you were entitled, then we will debit your Omella account for the difference between what you actually received and what you should have received.


Please note that processing errors do not include delays resulting from any error you may make, any hold or limitation on your account, or any delays based on payment or bank-transfer reviews. 


DISCLAIMER OF REPRESENTATION AND WARRANTIES


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICE OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. OMELLA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.


OMELLA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SERVICE OR OF THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. OMELLA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. YOU ARE RESPONSIBLE FOR ENSURING THE ACCURACY OF ANY USER CONTENT THAT YOU PROVIDE, AND WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR THE ACCURACY OF SUCH CONTENT.


NOTIFICATION DISCLAIMER


You understand and agree that any notifications provided to you through the Service may be delayed or prevented by a variety of factors. Omella does its best to provide notifications in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any notification. You further agree that Omella shall not be liable for any delays, failure to deliver, or misdirected delivery of any notification; for any errors in the content of a notification; or for any actions taken or not taken by you or any third party in reliance on a notification.


INDEMNIFICATION 


You shall indemnify and hold harmless Omella and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys’ fees and other legal expenses, in whole or in part arising out of or attributable to your use of the Service (including any purchases you make within the Omella Mobile App) or any breach of this Agreement by you or your violation of any law or the rights of a third party when using the Service.


LIMITATION ON LIABILITY


OMELLA SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SERVICE, YOUR USE OF THE SERVICE OR THIS AGREEMENT, OR FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED ON OR THROUGH THE SERVICE, EVEN IF OMELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 


BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF OMELLA SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THIS AGREEMENT AFFECTS STATUTORY RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.


CALIFORNIA CONSUMER RIGHTS NOTICE 


California Consumer Rights Notice. Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952- 5210.


ARBITRATION & CLASS ACTION WAIVER **IMPORTANT** PLEASE REVIEW THIS SECTION AS THIS AFFECTS YOUR LEGAL RIGHTS  


Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.


If you wish to commence an arbitration proceeding, you must first send a letter describing your claim and requesting arbitration to: 


Omella, Inc. 

98 Wadsworth Blvd Ste 127 #5025, Denver, CO 80226

Attention: David Kopf


As an alternative, you may bring your claim in your local small claims court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. BY AGREEING TO THIS ARBITRATION CLAUSE & CLASS ACTION WAIVER, YOU AND OMELLA ARE GIVING UP THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM THAT EACH SIDE MAY HAVE AGAINST THE OTHER INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one-hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.


If you do not want to arbitrate disputes with Omella and you are an individual, you may opt out of this ARBITRATION CLAUSE & CLASS ACTION WAIVER by sending an e-mail to contact@omella.com within thirty (30) days of the first date you access or use the Service. 


If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.


ACCEPTANCE OF STRIPE SERVICES AGREEMENT 


Payment processing services for collectors and payers on Omella are provided by Stripe and are subject to the terms and conditions of the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal), including the Stripe Terms of Service (https://stripe.com/us/legal) (collectively, the “Stripe Services Agreement”). In accepting the Stripe Services Agreement or continuing to operate as a collector or payer, you agree to be bound by the Stripe Services Agreement, as such Agreement may be modified from time to time. As a condition of Omella enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your organization, and you authorize Omella to share such information related to your use of the payment processing services provided by Stripe.


GOVERNING LAW 


This Agreement, and your relationship with Omella under this Agreement, shall be governed by Colorado law without regard to its conflict or choice of laws provisions. 


DISPUTE RESOLUTION 


Any dispute with Omella, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively as specified in the ARBITRATION CLAUSE & CLASS ACTION WAIVER clause above, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Omella may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Omella is able to offer the Service at the terms designated, with little or no charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.


You also acknowledge and understand that, with respect to any dispute with Omella, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:


  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and


  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.


PERMITS AND GOVERNMENT REGULATIONS


At all times during your access to and utilization of the Service, you shall have in effect all licenses, permits, and authorizations that are legally necessary or commercially advisable to utilize the Service. You further agree to obtain, at your own expense, any necessary export licenses or other governmental authorizations, and carry out all formalities necessary to utilize the platform. You shall at all times abide by all local, regional, and international laws, and rules and regulations applicable to its activities including, but not limited to (1) the United States Foreign Corrupt Trade Practices Act of 1977, as amended, (2) U.S. Export Administration Regulations, (3) International Traffic in Arms Regulation, (4) USA Patriot Act, as amended, (5) U.S. Treasury regulations (including sanctions and requirements promulgated by the Office of Foreign Assets Control (“OFAC”)), (5) anti-dumping laws, and (6) all other U.S. and other countries’ laws and regulations relating to international trade and investment activities.

 

If you are provided notice, correspondence, subpoena, or other contact that a governmental investigation has been initiated related to your utilization of the Service, you shall immediately notify us in writing of the investigation or inquiry. You agree to cooperate fully with us and assist in responding to, or defending against, any governmental inquiry into your compliance with the applicable laws.


OMELLA IS INTENDED FOR USE IN THE UNITED STATES 


Omella is hosted in the United States and is intended for users located in the United States. If you are a non-U.S. user of Omella, by visiting our Site or using our Services, you agree to comply fully with all federal and state U.S. laws governing the Site and Services. To the extent you are not located within the United States or any U.S. territory, you further agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside.


TERMINATION


This Agreement will continue to apply until terminated by either you or Omella as set out below.


If you want to terminate this Agreement, you may do so immediately at any time by closing your account for the Service. 


E-mail contact@omella.com to cancel your account. Upon doing so:


  • Your account will be closed, money will be returned to the financial institution you specify, and your ability to log in deactivated; and


  • Data in our records will be retained subject to our privacy policy.


Omella may immediately, at any time, terminate this Agreement (and therefore your right to access and use the Service) by notifying you (if safe to do so) to the e-mail address provided by you as part of your Registration Information.  


CONSENT


By clicking any button displayed in any of our web-based platforms, browser extensions, or mobile applications in connection with acknowledging and/or agreeing to these Terms (or by otherwise taking an affirmative action indicating your agreement to these Terms, or by transacting on the Omella platform), you agree that:


  • You have received, read, and agree to all of the terms of these Terms; and


  • You certify that all of the information you provide with your application is true, accurate, and complete.


DATA PROTECTION LAWS


If you receive information about another Omella customer, you must keep the information confidential and only use it in connection with Omella services. 


You may not disclose or distribute any information about Omella Users to a third party or use the information for marketing purposes unless you receive that User’s express consent to do so. You may not send unsolicited e-mails to an Omella customer or use the Omella services to collect payments for sending, or assist in sending unsolicited emails to third parties.


The privacy and data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of the services described in this agreement.


In complying with such laws, you will:


  • Implement and maintain all appropriate security measures for the processing of personal data; and


  • Not knowingly do anything or permit anything to be done which might lead to a breach of any privacy data protection laws by us.


SUSPENSION AND SECURITY INTEREST 


We, in our sole discretion, reserve the right to suspend or terminate this Agreement, access to or use of our websites, software, systems (including any networks and servers used to provide any of the Omella services) operated by us or on our behalf or some or all of the Omella services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted money being held for you.


As security for the performance of your obligations under this Agreement, you grant to us a lien on, and security interest in and to, money in your Omella account and any other funds held in our possession.


COURT ORDERS AND OTHER LEGAL MATTERS 


If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from your Omella account, placing a hold or limitation on your Omella account, or releasing your funds. We will decide, in our sole discretion, which action is required of us. We do not have an obligation to contest or appeal any court order or legal process involving you or your Omella account. When we implement a hold or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold or limitation may remain in place longer than 180 days.


MISCELLANEOUS 


If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement.


You agree that if Omella does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Omella has the benefit of under any applicable law), this will not be taken to be a formal waiver of Omella’s rights and that those rights or remedies will still be available to Omella.


All covenants, agreements, representations, and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.


Our failure to act with respect to a breach of any of your obligations under this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.


If we invalidate and reverse a payment that you made to a recipient (either at your initiative or otherwise), you agree that we assume your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in our discretion.


If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we’ll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.


You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We may transfer or assign this Agreement or any right or obligation under this Agreement at any time.


The section titles in this Agreement are for convenience only and have no legal or contractual effect.


This Agreement and all policies and procedures that are incorporated by reference (including our Privacy Policy) constitute the entire agreement between you and Omella for provision and use of the Service. Except where expressly stated otherwise in a writing executed between you and Omella, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Service. 


You understand that if you do not withdraw your funds within 90 days, we may close your Omella account and send any of your funds held in our possession to your primary address (provided that we have verified your name, physical address, date of birth, and social security or taxpayer identification number that you have provided to us) or, if required, escheat (send) your funds held in our possessions to your state of residency (as determined based on information provided for your Omella account). If you wish to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator.


Consistent with the Stripe Services Agreement, if you leave any funds dormant in your Omella account and you do not provide us instructions where to send them, we may be required by law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by law, we will attempt to provide you notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Omella account to be abandoned, and will deliver them to the appropriate government authority.


Always use common sense when transacting on Omella. We encourage you to be vigilant in all of your transactions and to be on the lookout for scams. If a transaction does not make sense to you, or otherwise seems too good to be true, then it is likely a scam. We encourage you to notify us immediately if you are unsure of any transaction, User request or solicitation, or have any questions regarding any other communication you receive via Omella. We are always available to connect with you, and welcome your feedback, comments, claims, and technical support requests. Please do not hesitate to e-mail us at: contact@omella.com if we can be of further service to you.