Terms & Conditions

Terms and Conditions

We recommend that you print these Terms and Conditions of Business for further reference.

1.Scope. The following Terms and Conditions will apply exclusively to the current and future business relationships between. OMNIPRESENT, LLC (collectively with its subsidiaries and affiliated companies, “OMNIPRESENT”) and you (“you” or the “customer”). Any additional or inconsistent terms issued by you, including any such terms and conditions set forth on a purchase order provided by you shall not be binding upon OMNIPRESENT, LLC, unless OMNIPRESENT, LLC gives its express agreement in writing.

2. Entire Agreement. Any quotation or price information made available by OMNIPRESENT is without obligation and subject to change without notice unless an offer has been designated as binding. Oral understandings between you and OMNIPRESENT will require written confirmation by OMNIPRESENT and a contract between you and OMNIPRESENT will only become valid when it has been accepted in writing by OMNIPRESENT (e.g., confirmation of order, which will be final) or when the order is performed (e.g., delivery, download or connection by you of or to the software). As permitted by law, OMNIPRESENT reserves the right to correct errors in its offers, invoices and communications such as spelling or arithmetical errors. You and OMNIPRESENT each owe a duty to each other co-operate in order to give full effect to your agreement.

3. Assignment. Unless specifically set forth in a written agreement between you and OMNIPRESENT, your obligations to OMNIPRESENT may not be sublicensed or assigned to any third party (with a change in control of you constituting an assignment). These Terms and Conditions shall be binding on each party’s successors and assigns.

4. Delivery. As permitted by law, OMNIPRESENT’s standard delivery terms are FOB origin.

5. Prices. Unless otherwise indicated in writing by OMNIPRESENT, all prices are quoted in US dollars and are exclusive of all taxes and duties imposed by any governmental authority and freight and shipping charges, all of which shall be paid by you.

6. Payment. Unless specifically set forth in a written agreement between you and OMNIPRESENT, payment for goods or services from OMNIPRESENT is due upon receipt from the date of invoice. Overdue payments shall bear interest from the due date at the rate of the lower of one and half percent per month (1.5%) or the maximum rate permissible under applicable law.

7. Warranty. Unless specifically set forth in a written agreement between you and OMNIPRESENT or as required by law, the goods and services purchased by you are provided “as is” without any representation or warranty of any kind, including without limitation, any warranty of non-infringement or fitness for a particular purpose.

8. Partial Nullity. In the event that any provision of these Terms and Conditions is unenforceable or invalid, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decisions.

9. Terminated or Expired Contracts.If an existing license agreement between you and OMNIPRESENT expires at the conclusion of its then-current term without being renewed by either party or is terminated by either party for any reason, and you request to reinstate such agreement, OMNIPRESENT may, in its sole discretion, agree to allow such reinstatement. In case of a reinstatement, OMNIPRESENT reserves the right to charge you a one-time additional fee of twenty percent (20%) of the last annual term fee due under the agreement, which shall be due upon execution of such reinstatement.

10. Governing Law and Jurisdiction. If you enter into this agreement through the OMNIPRESENT affiliate OMNIPRESENT, LLC. the agreement is governed by the laws of Nevad, USA (without regard to applicable conflict of laws provisions). The courts of Nevada, USA, shall be the exclusive forum for any disputes arising out of or related to such agreement. Both you and OMNIPRESENT, LLC. agree to the personal jurisdiction and venue of these courts in any action related to such agreement.

The agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. Unless you enter into this agreement through the OMNIPRESENT affiliate OMNIPRESENT, or unless otherwise set forth in writing in the agreement between you and OMNIPRESENT, LLC, the agreement entered into between you and OMNIPRESENT is governed by the laws of the State of Nevada, USA applicable to contracts wholly entered and performable within such State (without regard to applicable conflict of laws provisions). The United States District Court for the District of Nevada or, if federal subject matter jurisdiction is lacking, the Superior Court of the State of Nevada in Nevada County, shall be the exclusive forum for any disputes arising out of or related to such agreement. Both you and OMNIPRESENT agree to the personal jurisdiction and venue of these courts in any action related to such agreement.