Please read these Terms of Service ("Terms") carefully before accessing the information available on https://www.omella.com (the “Site”) operated by Lumella LLC d/b/a Omella (“Omella”, "us", "we", or "our"), and before using the services, features and functionality made available by Omella via the Site (collectively with the Site, the "Services").
Access to the Site and use of the Services is conditioned upon your acceptance of, and compliance with, these Terms. By accessing or using the Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you do not have permission to access the Services, and you must immediately cease accessing and/or using the Services.
Not a Bank. We are not a bank and do not offer banking services. We are not a guarantor of payment or otherwise liable for payment. Omella is not responsible for missed payments, fraud, or any other issues related to payments.
Payments and Disputes. For the purpose of this section, a “Dispute” means an instruction initiated by a payer for the return of funds for an existing payment (including a chargeback or dispute on a payment card network). You maintain the direct relationship with your payers and are responsible for: acquiring appropriate consent to submit payments through Omella on your behalf; verifying payers’ identities; and determining a payer’s eligibility and authority to complete payments. You must recognize that even authorized payments may be subject to a dispute. Omella is not responsible for or liable to you for authorized and completed payments that are later the subject of a dispute, are submitted without authorization or in error, or violate any laws.
You are immediately responsible for all disputes regardless of the reason or timing. In many but not all cases, when a dispute is filed by a payer, Omella will notify the collector. You may have the ability to challenge a dispute by submitting evidence of its validity. We may request additional information to provide to Stripe to assist in contesting the dispute, but we cannot guarantee that the challenge will be successful. Stripe may deny the challenge for any reason they deem appropriate. You may not submit a new payment which duplicates a payment that is subject to a dispute.
Selling of Goods. If our Services are used to collect money for the sale of goods, Omella is not responsible for the quality, shipment, or delivery of these goods. If you purchase something that is not delivered, you must work directly with the third party to resolve the matter.
Fraud. If Omella detects that you have collected funds fraudulently into your account, we have the right to attempt to recover any collected funds (and associated dispute fees) from your Omella account or connected bank account.
Modification to the Terms of Service. Omella may modify these Terms of Service at any time in its sole discretion. All changes are effective at the time we post them, and those changes will apply to any subsequent access and use of the website by you. Each time you access our Services, you will be deemed to have accepted any such changes.
Compliance with Laws. You agree not to use the Services to purchase illegal goods or services, seek payment for other than what is rightfully owed, or otherwise to participate in any activity that violates applicable law. You agree to comply with applicable law.
Termination of Your Use. We may terminate or suspend your access to all or part of the website for any or no reason, including but not limited to your failure to comply with these Terms of Service, in addition to Omella’s other remedies.
Termination of Services. We may at any time and without notice, terminate the Services in part or in its entirety.
Ownership. Omella.com is owned and operated by Omella. Unless otherwise noted, we own or have otherwise obtained a license from a third party to use: the design and content of Omella, including illustrations, images, artwork, graphics, photography, product layout and design, icons, navigational buttons, audio, software, text, data, and other information and materials as well as the assembly and arrangement of those components (the "Site Content"). The site, as a whole and in part, is protected by copyright, trademark, and other intellectual property and proprietary rights. All rights are reserved, and your use of the service gives you no license or any claim of ownership to any of those rights.
No Unauthorized Use of Site Content. You agree not to make unauthorized use of Site Content by publication, re-transmission, distribution, performance, caching, or otherwise, except as permitted by law.
Eligibility. 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. If you are a minor under the age of 18, you may only use Omella in conjunction with your parents or guardians. Omella does not knowingly collect personally identifiable information from users under the age of 18. Children under 18 should not send any information about themselves to Omella.
Unacceptable Content. If you post any content to any portion of Omella.com, you agree not to post any content that is unacceptable ("Unacceptable Content"); Unacceptable Content includes, but is not limited to:
(a) is obscene, indecent, lewd, or profane, violent, pornographic, sexually explicit, obscene, offensive, indecent, or that otherwise contains nudity or sexual material, or depictions of violent or sexual acts;
(b) is abusive, harassing, hateful, threatening, inflammatory or otherwise objectionable
(c) is unlawful or that could facilitate the violation of any applicable law, regulation, or governmental policy.
(d) is discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) offers or otherwise disseminates any fraudulent goods, services, schemes or promotions, including pyramid schemes, or is otherwise deceptive;
(f) is libelous, defamatory, knowingly false, or misrepresentative;
(g) seeks to impersonate any person or entity, or falsely states or otherwise misrepresents an affiliation with a person or entity;
(h) infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, patents, rights of privacy, rights of publicity, or trade secrets of that third party, or is otherwise posted without the express permission of the owner of such rights;
(i) includes any material that is encrypted or that involves the transmission of spamming, unsolicited mass mailing, "junk mail," or unauthorized advertising;
(j) is harmful or malicious to the systems or networks of Omella or any other persons;
(k) interferes with, surreptitiously intercepts, or appropriates any system, program, data, or personal information;
(l) violates any obligation of confidentiality or violates the privacy or any other right of any third party;
(m) consists of any other content where Omella in its sole discretion deems to be unacceptable.
Linking to the Website. You may link to the homepage of Omella, but only if you do so in a way that is fair and legal and neither damages our reputation nor takes advantage of it.
Third-Party Linkage. Omella may link to third-party sites and third-party sites may link to Omella.com. You acknowledge that Omella has not reviewed and does not endorse the content of third-party sites linked to and from Omella.com and is not responsible for the content or actions of these other sites, including any third-party sites that may display Omella's logo or branding. Your linking through Omella to any site is at your own risk.
Copyright Complaints. We respect the intellectual property of others, and we ask our users to do the same. We may, in our sole discretion, terminate the access of users, subscribers, and account holders who infringe the copyright rights of others. If you believe that your work has been copied and is accessible on Omella in a way that constitutes copyright infringement please send us a written notice. Specifically, in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 USC Section 512 ("DMCA"), the written notice must include the following:
(a) your physical or electronic signature;
(b) identification of the copyrighted work or works you believe to have been infringed in a sufficiently precise manner to allow us to locate that material;
(c) adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address);
(d) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
(e) a statement that the information in the written notice is accurate; and
(f) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Failure to comply with all of the requirements of Section512(c)(3) of the DMCA may result in an ineffective notice. Please also note that if you knowingly and materially misrepresent that material on the website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. Our designated Copyright Agent to receive DMCA Notices is:
Lumella LLC d/b/a Omella
354 Indusco Court
Troy, MI 48083
Disclaimer of Warranties. Your use of our services is "as is" and at your own risk. To the full extent permitted by applicable law, Omella, its affiliates, and any third-party providers expressly disclaim all warranties, express and implied, including, without limitation, all warranties of title, non-infringement, merchantability, fitness for a particular purpose, accuracy, completeness, and reliability. Omella and its third-party service providers do not warrant that access to our services will be uninterrupted or that there will be no failures, errors or omissions, or loss or security breach of transmitted information, or that no viruses, worms, trojan horses, spyware, adware, phishing, or other malicious software (malware) will be transmitted through access to or use of our services.
Limitation of Liability. Regardless of the nature of the claim or cause of action and foreseeability, Omella and its affiliates are not liable to you or any third party for:
(a) ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS OR REVENUES ARISING OUT OF THESE TERMS OF SERVICE, THE SERVICES, OR THE PURCHASE OF ANY MERCHANDISE ORDERED THROUGH OUR SERVICES.
(b) YOUR INABILITY TO ACCESS OUR SERVICES;
(c) YOUR USE OF OR RELIANCE ON THE SERVICES, THE SITE CONTENT, OR MATERIALS AVAILABLE THROUGH THIRD-PARTY SITES; AND
(d) ANY VIRUSES, WORMS, TROJAN HORSES, SPYWARE, ADWARE, PHISHING, OR OTHER MALICIOUS SOFTWARE (MALWARE) THAT ARE ALLEGED TO HAVE BEEN OBTAINED FROM OUR SERVICES OR WEBSITE.
Indemnification. You agree to defend, indemnify, and hold harmless Omella, its affiliates and service providers, and its and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) relating to your violation of these Terms of Service or your use of our services. Under no circumstances will Omella be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the services or your account, or the information contained therein.
Release. YOU HEREBY AGREE TO RELEASE OMELLA AND ANY THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, MEMBERS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AND AGENTS FROM ALL CLAIMS, DEMANDS AND DAMAGES (ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS OR REVENUES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED ("CLAIMS"), ARISING OUT OF OR IN ANYWAY CONNECTED WITH YOUR USE OF OUR SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: 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.
Security. We cannot guarantee that unauthorized third parties will never be able to use your personal information for improper purposes. Unfortunately, no data that is transmitted over the Internet or stored on servers that can be accessed via the Internet can be guaranteed to be absolutely secure. You provide your personal information at your own risk. You are responsible for safeguarding your password and for restricting access to our services. You will immediately notify us of any unauthorized use of your password, our services or any other breach of security. In the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of services) will be final and binding on all parties. In the event of a breach of the confidentiality or security of your personal information, we will notify you as necessary so you can take appropriate protective steps. We may notify you under such circumstances using the email address you provided to us when you registered for our services.
Electronic Communications. You consent to receive communications from us electronically. We may communicate with you by email, text or by posting notices on our website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Monitoring & Enforcement of Terms of Service. We reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the website. YOU WAIVE AND AGREE TO HOLD OMELLA HARMLESS ALONG WITH ITS AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES AS A RESULT OF ITS INVESTIGATIONS OR AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES. In addition to any other remedies for a violation of these Terms of Service or applicable law, we may:
(a) Remove or refuse to post any content for any or no reason in our sole discretion.
(b) Take any action with respect to any content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates the Terms of Service, is otherwise Unacceptable Content, infringes any intellectual property right or other right of any person or entity, threatens the personal safety or security of users of the website or the public, or creates any potential liability for the Company.
(c) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
(d) Take appropriate legal action, including but not limited to referral to law enforcement, for any illegal or unauthorized use of the website.
(e) Terminate or suspend your access to all or part of the website for any or no reason, including without limitation, any violation of these Terms of Service. We do not, however, endeavor to review all content that is posted to the website, and cannot necessarily ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Jurisdiction; Governing Law. Omella makes no representation that its content, the Services, or products offered through our services are appropriate, available, or legal in any particular location. Those who choose to access the site and the services offered through Omella do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree that these Terms of Service, for all purposes, are governed and construed in accordance with the laws of the State of Michigan without regard to its choice-of-law principles.
Arbitration. You agree that any and all disputes or claims that arise between you and Omella will be resolved exclusively through final and binding arbitration under the rules of the American Arbitration Association, rather than in court. Each party also waives any right to a jury trial and any right to bring claims against the other as a class member in any purported class action or representative proceedings.
Omella is 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 website or using our services, you agree to comply with all federal and state U.S. laws governing the site, its services. 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.
Trademark Notice. Omella is a pending trademark of Lumella LLC.
Acceptance to Stripe Services Agreement. Payment processing services for collectors and payers on Omella are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/us/connect-account/legal), which includes the Stripe Terms of Service (https://stripe.com/us/legal) (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a collector or payer, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Omella enabling payment processing services through Stripe, you agree to provide us accurate and complete information about you and your organization, and you authorize Omella to share it and transaction information related to your use of the payment processing services provided by Stripe.