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Last update: October 31, 2022
These Terms of Service along with any other terms and policies referenced herein, as amended from time to time (the “Terms”) constitute a legally binding agreement, between you and us, as of the date these Terms were lastly updated, governing your access to, and the use of https://omnihr.co/ and any related website(s) owned or operated by People Intelligence Singapore Pte. Ltd. (the “Sites”), and the use of, and registration with, our Service (defined below) through the Sites, mobile application or through any other means.
These Terms are between People Intelligence Singapore Pte. Ltd. (“Omni”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be).
PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE OR THE SITES OR OMNI MOBILE APPLICATION.
Our Service
The Omni platform is a cloud-based employee management system that inter alia helps companies digitize their employee records and employee management workflows (the “Service”).
Modification or Discontinuation of the Service
We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Sites, at our own discretion and without further notice. We may, in our sole discretion, notify you by posting an announcement on the Sites and/or via the Service or by sending you an email, about such addition, modification or discontinuation.
No Contingency on Future Releases and Improvements
You hereby acknowledge that your purchase of the Service and/or Third-Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.
Ability to Accept Terms
You must be of the age of majority according to the law applicable to you to use the Site and Services. By agreeing to these Terms, you represent and warrant to us: (i) that you are not a minor; and (ii) that if you are under the age of majority or under the age of legal eligibility and capacity in the jurisdiction applicable to you to enter into binding contracts, you agree to use the Site and Services, under the guidance of and through a legal guardian, provided both you and such legal guardian have read and agreed to these Terms and approved of your continued use of the Services subject to these Terms; (iii) that you have not previously been suspended or removed from the Services; and (iv) that your use of the Services is in compliance with any and all applicable laws and regulations.
Account Registration
To register to the Service for the first time, you are required to create an account with the Service. By creating an account (the “Account”) and registering to the Service, you become, either individually or on behalf of your employer or any entity (the “Business Customer”), or on behalf of whom you created the Account, a Omni customer (the “Customer”). In case Business Customers, one user may be designated as administrator of the Account (the “Admin”). The Admin may assign additional users of the Account as Admins. Admins may be changed by Business Customers.
Your Registration Information
When you create an Account or when you are added into an Account or create your user profile (the “User Profile”), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. You will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.
User Verification
You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or the Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.
Our Intellectual Property
The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks, any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “Omni Materials”), are the property of People Intelligence Singapore Pte. Ltd. and its licensors, and is protected by applicable copyright and other intellectual property laws and treaties. People Intelligence Singapore Pte. Ltd. retains all right, title and interest, including all intellectual property rights, in and to the Omni Materials.
Your Access and Use Rights
Subject to these Terms, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites, during the applicable Subscription Term, solely for Customer’s internal purposes.
Use Restrictions
Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof; (v) take any action that imposes or may impose (at Omni’s sole discretion) an unreasonable or disproportionately large load on the Omni infrastructure or infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter Omni’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without Omni’s prior written approval; (viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; (ix) use the Service or Site in violation of applicable law; (x) store or transmit any content that infringes upon any third party’s intellectual property rights; (xi) post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (xii) post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (xiii) track cookies, ad exchanges, ad networks, data brokerages, or to send electronic communications in violation of applicable law; or (xiv) encourage or assist any third party to do any of the foregoing.
Omni respects your privacy and is committed to protecting the information you share with us for availing our Services (the “Customer Data”). It is agreed that you retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto. Subject to these Terms, Customer hereby grants to Omni and its affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Services and perform all related obligations owed to Customer under these Terms, or as may be required by law. You are solely responsible for the accuracy, content and legality of all Customer Data. You warrant that Customer has and will have sufficient rights in the Customer Data to grant the rights to us under these Terms. Customer Data will be considered as Confidential Information.
Our policy, practices and information about what we collect, how we collect and process data, are described in our Privacy Policy available on our website. If you intend to connect to, access or use our Site and/or Services, you must first read and agree to the Privacy Policy.
We may allow you to upload, share, post, publish, transmit, or otherwise make available (“Share”) on or through the Site, content, such as text, chats, images, audio, video, contest entries or other content, which may be accessible and viewable publicly. You agree that you will only Share, on or through the Site, such content that you have the right and authority to Share and for which you have the right and authority to grant to Omni all of the licenses and rights set forth herein. By Sharing content, you grant Omni a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, fully sublicensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the content for any purpose and in any form, medium, or technology now known or later developed. You warrant that: (a) you have the right and authority to grant this license; (b) Omni’s exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party rights; and (c) all moral rights in the content have been waived to the full extent allowed by law.
We may monitor, screen, post, remove, modify, store and review such content or communications, at any time and for any reason, including to ensure that such content or communication conforms to these Terms, without prior notice to you. We may terminate your account and access to the Site or Service if your content violates these Terms, including unlawful postings or content, without prior notice to you.
We may present to you (including on our websites) services (“Third-Party Services”) provided by third parties, other than Omni (“Third-Party Service Provider”). We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any such Third-Party Service, regardless of whether it is described as “authorized”, “certified”, “recommended” or the like. We have no obligation to make available or provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Sites with any Third-Party Services.
We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet by a Third-Party Service Provider, and you acknowledge that the Sites may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
If you use a Third-Party Service that requires access to or transfer of the content, you acknowledge that any such access or transfer is between you and the Third-Party Service Provider pursuant to the Third-Party Service Provider’s own terms and conditions and privacy notices, and that we are authorized to provide the content as requested by the Third-Party Services. We shall not be liable or responsible for any modification, loss, damage or deletion of the content by any Third-Party Services obtained by you.
Subscription Term
The Service is provided on a subscription basis for the term specified in the subscription plan (the “Subscription”).
Subscription Fees
In consideration for the provision of the Service, Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Subscription Form (the “Subscription Fees”), in accordance with these Terms and such other terms as agreed in the Subscription Form. In case of any conflict, the terms agreed in an Subscription Form will prevail.
Customer hereby authorizes us, either directly or through our payment processing service, to charge such Subscription Fees via Customer’s selected payment method, upon due date. For credit card payments, the payment is due immediately upon receipt of invoice. We may use third-party service provider to manage payment processing.
Unless expressly set forth herein, the Subscription Fees are non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion, retry to collect at a later time, and/or suspend or cancel the Account, without notice.
In case of non-payment of Subscription Fees for more than 15 days after the due date, Omni may suspend Customer’s access to the Site or Service, until the Subscription Fees is paid in full.
Taxes
The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder, as per applicable law (the “Taxes”). If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us in writing promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.
Start Date and Renewal
Subscriptions purchased by you commence upon completion of the initial payment process and continue for the subscription term selected at the time of payment. Subscriptions will renew automatically unless either party provides a written notice of non-renewal at least 30 days before the end of the current subscription term.
Termination for Cause
Either party may terminate the Service and these Terms, upon written notice, in the event that: (a) the other party commits a material breach of these Terms and, if such breach is curable, fails to cure it to the satisfaction of the non-breaching party within 10 days of receiving written notice from the non-breaching party; or (b) the other party ceases its business operations or becomes subject to insolvency proceedings, and such proceedings are not dismissed within 45 days.
Termination by Customer
Customer may terminate its Subscription to the Service with a written notice of 30 days before the end of the Subscription, at which point no further subscription fees will be charged beyond the current term.
Termination or Suspension by Service Provider
We may temporarily or permanently suspend or terminate your Account and/or User Profile for the following reasons: (i) documented security risks or potential harm to any party directly attributable to the customer’s use of the Service; (ii) confirmed breach of these Terms or applicable law by the customer; (iii) overdue payment obligations that remain unsettled for more than 30 days after written notice; or (iv) other material breaches of these Terms. In the event of suspension or termination for reasons other than non-payment, the customer shall be provided a clear explanation and, if the issue is curable, an opportunity to resolve the stated issue. Any suspension or termination shall not relieve the customer of the obligation to pay any fees accrued or payable to us prior to the effective date of suspension or termination. The aforementioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.
In connection with these Terms and the Service (including the evaluation thereof), each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential, given the nature of the information and the circumstances of disclosure (the “Confidential Information”). Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
Confidentiality Undertakings by the Receiving Party
The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms, in compliance with a court order, and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
We warrant that the Service will perform, in all material aspects, as claimed. Any breach of this warranty shall be brough to our notice, upon which we will make all diligent efforts to correct the Service, such as this warranty is met. This warranty will not apply if the non-performance is due to the Customer’s misuse of the Service.
Except as expressly set forth herein, the sites and the service are provided on an “as is”, “with all faults” and “as available” basis, and without warranties of any kind. We and our affiliates, subcontractors, agents and vendors (including, the third party service providers, hereby disclaim any and all representations and warranties of any kind, including without limitation, warranties and/or representations of merchantability, functionality, title, fitness for a particular purpose and non-infringement, whether express, implied or statutory, to the fullest extent permitted by law.
We undertake to defend and hold harmless Customer from any damages or losses arising due to a third party claim alleging that Customer’s use of the Service or Site infringes such third party’s Intellectual Property rights. We however, have no liability in case such claim is caused by any unauthorised use or misuse or the Service or Site by the Customer.
You undertake to defend and hold harmless, Omni and its affiliates, officers, employees, etc. from any loss or damage arising out of your processing of Customer Data, including personal data, and out of your violation of these Terms or applicable laws.
In no event shall we, or our affiliates, subcontractors, agents and vendors (including, the third party service providers), be liable under, or otherwise in connection with these Terms for (i) any indirect, exemplary, special, consequential, incidental or punitive damages; (ii) any loss of profits, costs, anticipated savings; (iii) any loss of, or damage to data, use, business, reputation, revenue or goodwill; and/or (iv) the failure of security measures and protections, whether in contract, tort or under any other theory of liability or otherwise, and whether or not you has been advised of the possibility of such damages in advance, and even if a remedy fails of its essential purpose.
In no event shall our total liability to you for all damages, losses and causes of action exceed the Subscription Fees paid by you for the three months preceding the date on which the cause of action arose.
Occasionally we may make changes to these Terms for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal, regulatory, or any other reasons we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. You are responsible for periodically reviewing this Agreement for updates and amendments. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.
These Terms and any action related thereto will be governed and interpreted by and under the laws of the Singapore without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Singapore, shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Notwithstanding the foregoing, Omni reserves the right to seek injunctive relief in any court in any jurisdiction.
Force Majeure
We shall not be liable for delay or failure in performance of Services for causes beyond our reasonable control, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, or governmental action (‘Force Majeure Event’); or any other damage which does not result from a breach of our obligations under this Agreement.
Relationship of the Parties
The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms.
Notice
We shall use your contact details that we have in our records, in connection with providing you notices. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Service, shall be provided, in the sole discretion of Omni, by any of the following means: via the Service, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to:
Email: support@omnihr.co
Address: 6 Raffles Boulevard, Marina Square, #03-308, Singapore 039594
Assignment
These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Omni, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section shall be null and void.
Severability
These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
No Waiver
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Entire Agreement
This Agreement encompasses the entire agreement between you and Omni with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.
Anti-Bribery
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Terms.
If you have any questions about the Service or these Terms, you may email us at support@omnihr.co, or write to us at: 6 Raffles Boulevard, Marina Square, #03-308, Singapore 039594