In effect from: December 1st 2024
This Omnivy Accelerator Terms of Services (“Omnivy Accelerator Terms") is entered into by and between Omnivy Sp. z o.o. (“Omnivy”, “We”, or “us”), a company incorporated in Poland with its registered office at Prezydenta Gabriela Narutowicza 40/1, 90-135 Łódź, Poland, and you ( “Client”), collectively “parties”, individually “party”. These Omnivy Accelerator Terms govern your access to and use of Omnivy Loyalty Accelerator (“Accelerator”), a proprietary Integration-as-a-Service (InaaS) platform and related services.
By signing the Order Form or accessing the Accelerator, you agree to these Omnivy Accelerator Terms. If you lack the legal authority to accept these Omnivy Accelerator Terms, or disagree with their provisions, you must not access or use the Accelerator.
1.1 Accelerator. A proprietary middleware integration-as-a-Service (IaaS) platform, owned, operated, and provided by Omnivy, that facilitates the integration of third-party software, hardware, or services (“Third Party Products”) for the Client through APIs and webhooks, ensuring seamless data flow and automation, as described in the accompanying documentation.
1.2 Order Form. A document executed by the Client and Omnivy specifying the scope of services, fees, subscription details, and other agreed-upon terms.
1.3 Services. Any additional services outside the Accelerator ordered by the Client as outlined in the Order Form.
1.4 Subscription Period. The time during which the Client has access to the Accelerator as specified in the Order Form.
1.5 Client Data. Information transmitted, provided, or processed by the Client through the Accelerator, that may include, but is not limited to, personal data (such as names, contact details, email, phone number, address, and loyalty identifiers, other IDs), transactional data (including purchase details, amounts, times, and locations), marketing information and behavioral data (such as user interactions, segment inclusion, and loyalty benefits awarded).
1.6 Confidential Information. Non-public information disclosed by either Party, including, but not limited to: business strategies, financial data, other data, and technical specifications.
1.7 Documentation, Materials describing the functionality and processes of the Accelerator provided by Omnivy.
1.8 Third Party Products. Software, hardware, or services integrated with the Accelerator under the Client’s direction, as outlined in the Order Form.
2.1 Term. The Subscription begins on the date specified in the Order Form and remains valid for the agreed Subscription Period
2.2 Accelerator Access. Omnivy grants the Client a non-exclusive, non-transferable, revocable license to access and use the Accelerator for internal business purposes during the Subscription Period. Direct access to the Accelerator is not provided; access requires setup, configuration and integration of Third Party Products as outlined in the Order Form.
2.3 Third-Party Products. The Client represents and warrants that they have obtained all necessary rights, consents, authorizations, permissions, and API credentials to grant Omnivy access to Third-Party Products for integration. Such access must not violate agreements, infringe third-party rights, or impose liabilities on Omnivy. Third-party Products integrated with the Accelerator are governed by their own terms and Omnivy disclaims all responsibility and liability for any issues, malfunctions, or claims arising from the use, functionality, or availability of Third-Party Products.
3.1 Prohibited Use. The Accelerator may only be used lawfully and in accordance with these Omnivy Accelerator Terms. Specifically, the Accelerator may not be used to: (1) harm, disrupt, or overload its performance; (2) transmit malicious or technologically harmful content (e.g., viruses); (3) reverse-engineer, reproduce, distribute, modify, create derivative works of it; (4) operate competing services or infringe third-party rights; (5) attempt to gain unauthorized access to it; (6) engage in activities that violate the rights of others or pose a threat to the public safety.
3.2 Monitoring and Enforcement. The Client agrees Omnivy may monitor the Client’s use of the Accelerator for compliance with these Omnivy Accelerator Terms, suspend or terminate access for violations without prior notice, and report any illegal activities to relevant authorities. Such audits will not unreasonably interfere with the Client’s business operations and will be conducted with reasonable notice, except where non-compliance or misuse is suspected.
3.3 Unauthorized Access Prevention. The Client must take all reasonable measures to prevent unauthorized access or use of the Accelerator and promptly notify Omnivy of any breaches. The Client is responsible for maintaining the security and confidentiality of subscription credentials and bears full responsibility for any resulting losses.
3.4 Data Integrity. The Client is solely responsible for the accuracy, legality, content, and quality of Client Data processed within the Accelerator and compliance with local data protection laws (e.g., GDPR) and must not infringe upon third-party rights.
3.5 Network and Compatibility. The Client acknowledges understanding the technical requirements for accessing and using the Accelerator and accepts the associated risks of electronic data transmission and must ensure proper network connectivity and maintain compatible browser software and protocols. Omnivy is not liable for external network-related issues.
3.6 Restrictive Action. Omnivy may, at its sole discretion, suspend or terminate the Client’s access to the Accelerator in the event of: (1) non-payment of fees beyond 30 days past the due date; (2) violation of these Omnivy Accelerator Terms or the applicable law, if not cured within the time granted by Omnivy; or (3) compliance with legal or governmental requirements. Omnivy may take any of the above actions without prior investigation, evaluating each case individually to safeguard the Accelerator’s security, integrity, and the rights and freedoms of third parties. The duration of such restrictive action may be temporary or permanent, depending on the circumstances. Omnivy shall not be held liable to the Client or any third party for any consequences arising from actions taken under this provision.
4.1 Activation. Access to the Accelerator begins upon fulfillment of the following conditions: (1) execution of the Order Form, (2) completion of the necessary setup by Omnivy, and (3) full payment of the required fees by the Client.
4.2 Payment Terms. Subscription fees include a one-time fee for initial setup and configuration and ongoing subscription charges based on the scope of integrated Third-Party Products under the Order Form. Any additional Services will be reflected in the Order Form. Fees are invoiced as per the Order Form and due within 14 days of invoice issuance unless otherwise agreed in writing. Late payments incur a 1.5% monthly interest. All fees are exclusive of applicable taxes, which are the Client's sole responsibility.
4.3 Fee Adjustments. Omnivy may update fees to reflect feature enhancements, ongoing development, or other factors. Any changes will be communicated in advance and will take effect at the end of the current billing cycle.
4.4 Subscription Renewal. Subscriptions do not auto-renew unless specified in the Order Form. Renewal terms and fees may be adjusted and communicated to the Client at least 30 days before the subscription expires.
4.5 Termination and Data Deletion. Subscriptions are fixed for the Subscription Period. Early termination by the Client incurs a penalty equal to the remaining fees for the Subscription Period. Either Party may terminate for material breaches not cured within 30 days of written notice. Upon termination, the Client must immediately cease using the Accelerator, and Omnivy may delete Client Data 30 days after termination unless legally required to retain it.
4.6 Temporary Test Environment Access. Omnivy may provide temporary access to the Accelerator, upon agreed-condition scope and maximum for a two-week period, enabling a test environment mirroring the production environment.
5.1 Omnivy Ownership. Omnivy retains all rights, titles, and interest in the Accelerator, including any modifications, updates, or derivative works.
5.2 Feedback. By providing any suggestions or feedback to Omnivy (“Feedback”), the Client grants a perpetual, irrevocable, non-exclusive, royalty-free license for Omnivy to use, exploit, and incorporate the Feedback in any manner and for any purpose, including but not limited to improving the Accelerator or developing new products and services. Omnivy is not required to attribute the Feedback to the Client.
6.1 Client Data. The Client retains ownership of all Client Data processed through the Accelerator, subject to a worldwide, non-exclusive and royalty-free Omnivy’s license rights to use, process, disclose, and transfer Client Data as necessary to provide the Accelerator to you or as permitted by these Omnivy Accelerator Terms. You agree to indemnify, defend, and hold harmless Omnivy, its affiliates, licensors, business partners, and their respective personnel from and against any and all claims, losses, liabilities, or costs (including reasonable attorneys’ fees) asserted against or incurred by Omnivy or agreed in settlement by the Client (including reasonable attorneys’ fees) arising out of or related to the Client Data, these Omnivy Accelerator Terms, or applicable laws.
6.2 Data Compliance. The Client is responsible for ensuring all Client data complies with applicable laws and regulations, including GDPR, and must not include sensitive personal data unless explicitly agreed upon in writing. The Client confirms ownership of the Client Data, and possession of all necessary licenses, rights, consents, and permissions to authorize Omnivy to process the Client Data as necessary to exercise the licenses granted by you, in the manner contemplated by Omnivy, and these Omnivy Accelerator Terms. The Client must use the Accelerator in full compliance with all applicable laws, these Omnivy Accelerator Terms, the Order Form, and accompanying Documentation provided by Omnivy, and shall not provide Client Data that goes against any fiduciary duty or contractual obligation.
6.3 Data Collection and Processing by Omnivy Accelerator. Omnivy acts as a data processor, handling Client Data on behalf of the Client (data administrator) without persistent storage, except for temporary storage needed to complete processing purposes (e.g. integration and orchestration). You agree that Omnivy may access, use, and process Client Data to: (1) perform activities or respond to Client requests; (2) maintain and ensure the functionality of the Accelerator, including but not limited to, maintenance, backups, resolving technical issues or troubleshooting; (3) provide, maintain, protect and improve the Accelerator; (4) comply with legal obligations or legitimate requests from law enforcement, authorized or court orders, with notification to the Client unless prohibited by law; (5) enforce these Omnivy Accelerator Terms; and (6) safeguard the Accelerator’s security, prevent fraud, protect individuals, and ensure policy compliance.
6.4 Subcontracting. Omnivy may subcontract portions of its obligations under these Omnivy Accelerator Terms, provided that subcontractors comply with applicable data protection laws. Omnivy remains liable for the performance of subcontracted obligations.
6.4 Data Retention. Omnivy retains Client Data only for the duration specified in the Order Form or as required by law. Any Client Data stored temporarily by the Accelerator will be securely deleted once the purpose of its processing is fulfilled.
6.5 Security Measures. Omnivy employs appropriate measures to protect Client Data, including, but not limited to: (1) encryption of data both in transit and at rest; (2) access controls, audit logs for infrastructure changes, (3) AWS-hosted infrastructure in EU-West-1 (Ireland) with compliance certifications (see AWS Compliance), (4) restricting infrastructure access to authorized personnel and auditing all changes.
6.7 Exclusions and Limitations. Omnivy has no control over the types of data the Client chooses to process via the Accelerator and is not responsible for how the Client uses the Accelerator or Client Data. Omnivy does not collect any data, nor collect and process sensitive personal data unless explicitly required by the integrated systems and strictly in accordance with agreed-upon compliance terms.
6.8 Third-Party Services. The Accelerator may integrate with third-party services, software, open-source, or resources ("Third-party Services") to deliver certain functionalities. By using the Accelerator, you acknowledge and agree that Omnivy does not control or manage these Third-Party Services and is not responsible to you or any other person for their privacy practices, security, integrity, availability, performance, or compliance with legal or quality standards. Omnivy disclaims all liability for any goods, services, or content provided by Third-Party Services. Third-Party Services are provided solely for your convenience, and your use of such Third-Party Services is governed by their respective terms and conditions, which you are solely responsible for reviewing and complying with.
6.9 Client Assurance. By submitting Client Data through the Accelerator, you represent and warrant to Omnivy that such data and its use under these Omnivy Accelerator Terms do not and will not: (1) infringe, violate, misappropriate, or otherwise breach any third-party rights, including intellectual property, privacy, publicity rights of others, or contractual, or proprietary rights; and (2) cause Omnivy to breach any laws, regulations, or incur additional liabilities to Omnivy to obtain licenses, royalties, fees, compensation, or any attribution to any third parties.
7.1 Obligations. Each party must (1) use Confidential Information solely to fulfill obligations under these Omnivy Accelerator Terms, and (2) protect Confidential Information with the same care it uses for its own confidential information, but no less than a reasonable standard.
7.2 Exceptions. Confidential Information does not include information that is public without breach or no fault of the receiving party, independently developed or known to the receiving party without access to the disclosing party’s Confidential Information, or legally required to be disclosed by law, or court order (with notice to the disclosing party, if permissible).
8.1 Accelerator Operations. The Accelerator is provided "AS IS," with no express, implied, or statutory warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Omnivy does not guarantee uninterrupted, error-free, or secure operation of the Accelerator, its content, or its hosting servers. Use of the Accelerator is at your own risk, and Omnivy is not liable for errors, bugs, unauthorized access, data loss, or service disruptions. The Accelerator may be modified, discontinued, or suspended at Omnivy's sole discretion with or without notice and Omnivy does not bear liability in the event of such actions. The Client should maintain backup copies of their data to prevent loss. No advice or information from Omnivy creates any warranty beyond those explicitly stated in these Omnivy Accelerator Terms. These disclaimers apply to the fullest extent permitted by law.
8.2 Representation. Omnivy represents and warrants that support services will be performed in a professional and workmanlike manner by personnel with the necessary skills, training and experience, and the Accelerator will operate as described in Documentation, provided the Client correctly configures integrated systems and remains compliant with them and these Omnivy Accelerator Terms. During the Order Form term, Omnivy will ensure the Accelerator’s accessibility and continuity in line with its intended purpose and the provisions outlined in this section. If the Accelerator is, or in Omnivy’s opinion is likely to become, a subject of a claim, suit, or proceedings or legal action for infringing third-party intellectual rights under this section, Omnivy may, at its sole discretion and at no cost to you: (1) obtain the necessary rights to allow the continued use of the Accelerator; (2) modify or replace the Accelerator to avoid infringement, even if this impacts its value or functionality; or (3) terminate the subscription or the affected portion of the Accelerator. The remedies set forth in this section are the Client’s sole and exclusive remedy and Omnivy’s entire liability for any infringement claims, or any breach of the limited guarantee under this Section.
8.3 Data Consistency and Synchronization. Omnivy disclaims responsibility for any inconsistencies, delays, or failures in data synchronization between the Accelerator and connected Third-Party Products, including but not limited to loyalty systems, marketing automation platforms, CRM systems, and any other integrated one. The Client agrees to independently monitor and verify data flows to minimize the impact of any discrepancies on business operations.
8.4 Hosting and Maintenance. Omnivy is committed to providing hosting, maintenance, and updates to support reliable Accelerator performance. Maintenance may include scheduled and unplanned actions, which could temporarily suspend the Accelerator if necessary. For unplanned maintenance, Omnivy will make commercially reasonable efforts to minimize disruption and notify the Client in advance whenever feasible. Scheduled maintenance will occur during standard service windows, with at least 30 days’ notice for planned work exceeding these windows. For significant updates, such as compatibility-impacting changes, Omnivy will notify the Client at least six (6) months prior to implementation via email. Omnivy is not liable for service interruptions during maintenance or updates, including those addressing urgent or unforeseen issues.
8.5 Third Party Products Changes. The Client acknowledges that the Accelerator serves as an integration layer and does not independently guarantee uninterrupted operation of Third Party Products or processes dependent on them. Omnivy will use commercially reasonable efforts to identify and adapt to breaking changes in the systems it integrates. However, the Client acknowledges that Omnivy cannot guarantee uninterrupted functionality if a breaking change is introduced by Third Party Products without reasonable notice or technical documentation. In such cases, Omnivy will take corrective action within the resolution timeframes as outlined in the Order Form. The Client agrees that such incidents do not constitute a breach of these Omnivy Accelerator Terms. In addition, Omnivy is not liable for any increased costs or charges incurred by the Client as a result of errors, including but not limited to duplicate or inaccurate record creation caused by the Accelerator. The Client is responsible for reviewing and maintaining the accuracy of data processed through the Accelerator and ensuring compliance with the pricing models of Third Party Products. Omnivy’s liability for such errors is strictly limited to correcting the root cause within the Accelerator and does not extend to reimbursement of Third-Party Product’s costs or fees.
8.5 Data Backups. Omnivy will take commercially reasonable steps to back up critical data processed by the Accelerator. However, the Client remains responsible for maintaining independent backups of Client Data to prevent data loss.
8.6 Force Majeure. Neither party is liable for failure or delay in performance caused by events beyond their reasonable control, including but not limited to natural disasters, cyberattacks, strikes, pandemics, or governmental actions. If such an event persists for more than 60 days, either party may terminate the subscription without additional liability, subject to payment obligations already incurred.
8.7 Client's Obligations. To mitigate risks associated with the Accelerator's operation, the Client agrees to: (1) regularly verify and monitor core processes and the functionality of critical systems integrated through the Accelerator; (2) maintain oversight of data integrity and establish internal controls to detect and rectify potential data inconsistencies; (3) engage in regular testing by conducting periodic end-to-end testing to ensure accurate operations across integrated systems; (4) provide timely notifications and promptly inform Omnivy of any identified issues or changes in Third Party Providers that may impact the Accelerator.
9.1 Limitations on Liability. To the extent permitted by applicable law, Omnivy is not liable for indirect, incidental, or consequential damages, including loss profits, business interruption, data loss, or other similar issues caused by the Client’s misuse of the Accelerator, improper configuration of integrated systems, or events outside Omnivy’s control. In no event, Omnivy will be responsible for errors or omissions in the Accelerator’s content, including pricing or availability of the Accelerator, or for damages resulting from misrepresentation of age by a user of the Accelerator. You agree that any claims arising out of, or related to the Accelerator must be brought within one (1) year of the cause of action; otherwise, they are permanently barred.
9.2 Liability Cap. Omnivy's total liability to you for all damages, losses, claims or causes of action arising out of, or relating to the use of, or inability to use any portion of the Accelerator, or otherwise under these Omnivy Accelerator Terms, whether in contract, tort, or otherwise, is limited to six (6) months of fees paid by the Client preceding the claim, or €10,000, whichever is lower. This limitation does not limit the Client’s payment obligations under the Order Form. Multiple claims under these Omnivy Accelerator Terms will not increase Omnivy’s liability beyond this cap.
10.1 Entire Agreement. These Omnivy Accelerator Terms, along with the Order Form, Documentation, and any associated addendums signed by Parties, represent the entire agreement between the Parties regarding the Accelerator and supersede any prior agreements or understandings, whether written or oral.
10.2 Governing Law. These Omnivy Accelerator Terms will be governed by and construed in accordance with the laws of Poland.
10.3 Assignment. The Client may not assign or transfer any rights or obligations under these Omnivy Accelerator Terms without prior written consent from Omnivy.
10.4 Dispute Resolution. Parties agree to resolve disputes through arbitration in Łódź, Poland.
10.5 Updates. We may update these Omnivy Accelerator Terms from time to time in our sole discretion by posting revised versions online, effective immediately upon posting on the noted “Last Update” date.
10.6 Age Restrictions. Omnivy website and the Accelerator are intended for users 18 and older. By accessing or using the Accelerator, You represent and warrant that you are at least 18 years old and that you possess the legal right and ability to access and use the Accelerator in accordance with these Omnivy Accelerator Terms and any relevant laws.
10.7 Severability. If any provision of these Omnivy Accelerator Terms is deemed unenforceable, the remaining provisions will remain valid and in effect.
10.8 Compliance with Export Laws. The Accelerator and associated technologies may be subject to export control laws and regulations. The Client agrees to comply with all applicable export laws and will not use, transfer, or export the Accelerator in violation of such laws or for any prohibited purposes, including but not limited to nuclear, chemical, or biological weapons development.
10.9 Marketing. Each Party may publicly reference the other Party as a customer in sales materials and its website and may use the other Party ’s logo for such purposes, unless such Party opts out.
10.10 Contact Information. For questions related to these Omnivy Accelerator Terms, please contact us at: hello@omnivy.io.