Preamble

These Terms and Conditions (the “Terms”) set forth the legally binding terms and conditions that govern your access to and use of https://www.omnicourse.com (the "Website") and Omnicourse mobile application (the “App”), (hereinafter collectively referred to as “Omnicourse Platform”), and the services and materials offered thereon. The Website and the App are owned, operated, and distributed by Omnicourse, Inc., a Delaware corporation (“herein after referred to as Omnicourse”, the "Company", “We”, and through similar words such as “us”, “our”, etc.).

Omnicourse, Inc. provides personalized services with interactive features (the "Services"), which enables end-users (each, a “User”, “you” or “your”) to stream pre-recorded educational audio content (the “Audio Courses”) as well as access and use other insightful content (the “Learnbites”), information, photographs, video, audio, graphics and software ordered (together with the Audio Courses and the Learnbites, “Content”) or provided on or through the Website and subdomains, the App, and other media managed by Omnicourse, Inc..

These Terms are entered into by and between you and Omnicourse, and together with the Privacy Policy and any other documents expressly incorporated by reference, govern your access to and use of the Omnicourse Platform, as well as any content or functionality of the Services, whether as a visitor or a registered user.

By accessing or using the Omnicourse Platform and/or purchasing a paid subscription, or signing up, you acknowledge that you have read, understood, and agreed to be bound and abide by the provisions set forth in these Terms. In case of not agreeing with these Terms (or any part thereof) or the Privacy Policy, you shall cease your access and/or use of the Omnicourse Platform immediately, and/or cancel your subscription.

Omnicourse is fully committed to protecting our registered members’, visitors’, and others’ privacy and security and addressing their concerns. You may read our Privacy Policy to learn about how we are handling your personal data.

2. Changes to the Terms

We reserve the right to withdraw or amend Omnicourse Platform, and any Service or material we provide on the Omnicourse Platform, at our sole discretion without any notice.

We will notify you by email or any other communication channels at least 30 (thirty) days before the date on which the amendments entered into force. If you do not agree to the change of these Terms, you may terminate these Terms immediately by discontinuing the use of our Services. If you continue to access or use the Omnicourse Platform after the update, we will consider you as accepted the amended Terms.

These Terms shall also apply, including without limitation to any new functions, features, or tools added to the Omnicourse Platform.

The up-to-date version of these Terms can be accessed here at any time. It is in your best interest to regularly check the Terms and Conditions for any updates or modifications that might affect you. Omnicourse reserves the right to update and modify these Terms by providing Users with notice of updates and modifications.

We will not be liable for any reasons if all or any part of the Omnicourse Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Omnicourse Platform, or the entire Omnicourse Platform, to visitors, including registered Users.

You should notify your request to ### if you no longer wish to continue using the Omnicourse Platform and/or the Services.

3. Definitions

The terms below shall be understood as follows in the context of herein Terms.

4. Coverage and Usage of Omnicourse Services

Omnicourse Platform is a subscription-based capsule-sized audio course platform that enables Users to build a daily learning habit with world-class Audio Courses and insightful Learnbites.

Unless otherwise stated by Omnicourse, subscription packages or Services offered within the scope of the Omnicourse Platform are provided in an electronic environment and no physical delivery will be made to the Users.

The Services is intended solely for personal and non-commercial use by you. Any use of the Service other than for personal and non-commercial purposes is strictly prohibited.

5. Communications

By providing Omnicourse with your email address and using the Omnicourse Platform, you affirmatively consent to the use of your email address for notifications from Omnicourse regarding important Service announcements and other administrative communications related to your use of the Omnicourse Platform, as well as certain marketing and other advertising communications from Omnicourse and from third-party advertising partners, as more fully set forth in our Privacy Policy. You will be able to opt out of receipt of certain notifications by following the instructions described in our Privacy Policy; however, if you do not wish to receive certain service and other administrative notifications related to the Omnicourse Platform, your only way to opt out of such messages is to stop using the Omnicourse Platform.

Omnicourse reserves the right to contact the Users through the e-mail provided by their Account information with e-mail marketing (ie. informing you of subscribing benefits and features, letting you know of problems with the Omnicourse Platform or with Services, or presenting you with the opportunity to buy selected subscription package) upon Users’ consent and other related content pursuant to the Data Protection and Privacy section of these Terms and the Privacy Policy.

Omnicourse disclaims all liability for any communications directed to you from any third party directly or indirectly in connection with the Omnicourse Platform (the “Third-Party Communications”) that you may receive and any actions you may take or refrain from taking as a result of any Third-Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communications. Omnicourse assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communications.

By using the Omnicourse Platform, you expressly relieve and hold Omnicourse harmless from any and all liability arising from Third-Party Communications, including any loss or damage incurred as a result of any dealings between you and any third parties. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

Without prejudice to the section titled Data Protection and Privacy, the afore-mentioned clause herein is applicable to the extent of conditions set for by the multinational compliance regulations including but not limited to United States Privacy Law, the General Data Protection Regulation (“GDPR”) brought by the European Union for Users subject to such relevant legislation.

6. User Accounts

Account CreationYour access and use of the Service is contingent on signing up for an Account and providing your name, surname, e-mail address, and a password (collectively, “Registration Data”). The registration to Omnicourse Platform itself is free of charge, however in order to access the Services it is required for you to sign up for a paid subscription (Please see section “7. Fees and Payment Terms” for detailed information regarding paid subscription).

Unless you are at least 18 years of age, you should not create an Account. Children under the age of 13 may not use the Omnicourse Platform or register for an Account. If you are a parent or a legal guardian allowing a person between the ages of 13 and 18 years of age (a “Minor”) signing up to the Omnicourse Platform for an Account and/or using the Services, you hereby agree to:

(i) oversee the Minor’s use of the Omnicourse Platform and their Account;(ii) assume all hazards and liabilities arising from the use of the Omnicourse Platform by the Minor and their Account;(iii) ensure that the content on the Omnicourse Platform is appropriate for the Minor;(iv) ensure that all information submitted by the Minor to us is accurate and;(v) provide the consents, representations, and warranties contained in the Terms on behalf of the Minor.Account ResponsibilitiesYou agree to keep your Account accurate, complete, and with up-to-date information. By registering, Users agree to be liable for all activities that take place under their Accounts and agree to always keep the safety and privacy of the login credentials.

As User, if you become conscious of or reasonably suspect any violation of safety, including without limitation any loss, theft, or unlawful disclosure or use of your Account, you must promptly notify us. Your failure to keep your Account data accurate, complete, and up to date may lead to your inability to access to and your use of the Service or Omnicourse Platform or your Account’s termination by us. Omnicourse cannot and will not be held responsible for any loss or harm caused by your inability to maintain the safety of your Account and password. Thus, Omnicourse is not responsible for any loss or damage as a result of someone else using your Account, Registration Data, or password, with or without your knowledge.

If you provide any information that is untrue or inaccurate, not current, or incomplete, or if Omnicourse suspects that your information is untrue or inaccurate, not current, or incomplete, Omnicourse may, in its sole discretion, suspend or terminate your subscription and refuse your current or future access to any Service. Any personal information supplied hereunder will be subject to the terms of our Privacy Policy.

Omnicourse may from time to time modify or add to the Registration Data information fields required to create an Account, and you agree to promptly complete any such additional or modified information fields when and as requested by Omnicourse.

You agree to create only 1 (one) unique Account and that you will be the sole authorized user of your Account. If you are signing up for the Service on behalf of any other person, then you represent and warrant that you have the right, authority, and capacity to enter these Terms on behalf of the entity that you represent.

You also agree to ensure that you exit from your account at the end of each session. You should be cautious when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any password, or other identifiers, whether chosen by you or provided by us, at any time, including if, in our opinion, you have violated any provision of these Terms.

7. Fees and Payment Terms

Omnicourse charges fees for access to certain parts of the Omnicourse Platform and Content, and in particular Audio Courses and Learnbites.

After sign-up, you are able to participate in our subscription fee-based membership, which gives complete access to all Content, Audio Courses, Learnbites, and Services. This paid membership can be purchased for different and variable periods of time, which you may also see on the App.

The fees, duration, renewal, and conditions applicable to the subscription are specified below and in the dedicated sections of Omnicourse Platform. Omnicourse reserves the right to change the fees, payment methods, duration of Services and any other details regarding fees and payment terms at any time.Purchasing Subscription Package ProcessAny steps taken from choosing a subscription package to order submission form part of the purchasing process. The purchasing, thus subscription process includes, (I) order submission, and (ii) payment transaction.

The submission of an order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page. In case the purchased subscription package requires active input from the User, such as the provision of personal information or data the order submission creates an obligation for the User to cooperate accordingly. Upon submission of the order, Users will receive a receipt confirming that the order has been received. All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.

You will only have access to your paid membership while your subscription is active and subsisting.

Users are informed during the payment process and before the order submission, about any fees, taxes, and costs that they will be charged.Subscription FeeThe User shall pay monthly, or yearly subscription fee set forth on the App in accordance with the payment conditions laid out on the Omnicourse Platform and these Terms. The Fees located on the App shall be considered as binding offers and ready for the User’s acceptance.

All Fees are stated and payable in United States dollars, and unless stated otherwise are exclusive of any customs, taxes, or charges. The Subscription Fee is the price included in the information e-mail sent to the User and in the invoice content if applicable, although it is included in the Omnicourse Platform. This price includes package fees and taxes. Discounts, coupons, and other applications that may be applied by Omnicourse are reflected to Subscription Fee.

To become a paid member, you must select the desired option on the pricing screen within the App, and a pop-up will appear where you have to enter your iTunes password to confirm the purchase of the subscription. Please, note that if you purchase a subscription through the Apple iTunes Store or our iOS application, the sale is final, and we will not provide a refund. Your purchase through iOS application will be subject to Apple's applicable payment policy, which also may not provide for refunds.

By accepting these Terms, the User accepts in advance that if he/she approves the order of the subscription package subject to these Terms, he/she will be under the obligation to pay the relevant subscription fee and, if any, the additional fees specified such as expenses and taxes, and that he/she has been informed about this matter.Changes to FeesOmnicourse may, at any time, change the sales price of the subscription package, subscription plans provided that it shall be effective in the next renewal period. The User is informed about the changes to the fees via e-mail or through App before the subscription package renewal date. Omnicourse reserves the right to cancel the subscription package and delete his/her account at any time within the conditions specified in these Terms.Free TrialsOmnicourse offers new Users free subscription access for testing purposes for a certain period of time (the "Trial"). In cases where User desires to purchase monthly subscription Omnicourse offers 3 (three) days of Trial and if User desires to purchase yearly subscription Omnicourse offers 7 (seven) days of Trial. Omnicourse reserves the right, at its sole discretion, withdraw or modify the Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

At the end of the Trial, we will automatically start to charge you for the applicable paid subscription on the first day following the end of the Trial on a recurring monthly or annual basis. If you do not want to have the subscription access and the charge associated with it, you must cancel your subscription access given to you during the Trial (by simply going to the App Store or Google Play settings) at least 24 (twenty-four) hours before the end of the Trial.

Once the Trial period is expired, it cannot be enlarged and thus User cannot benefit Contents.

By accepting these Terms and completing the payment transaction, the User will be able to benefit from all Services within the scope of the subscription package subject to the relevant transaction. If the Subscription Fee cannot be collected by relevant payment system, arising from the User such as insufficient balance, unregistered use, and all kinds of technical problems, the sale of the subscription package will be invalid, and the performance of the Service will not be started.Special PromotionsOmnicourse may from time to time provide certain promotional opportunities, sweepstakes, and contests to Users. All such promotions will be run at the sole discretion of Omnicourse, and can be activated, modified, or removed at any time by Omnicourse without advance notification and the liability of any of Omnicourse’s partners pursuant to such promotional opportunities, sweepstakes, and contests will be limited pursuant to these Terms.

8. Subscription Renewal and Cancellation

Unless the request for cancellation of the subscription is not submitted as explained herein before the renewal period of the current subscription package, the subscription fee is automatically collected in each renewal period. The renewed subscription will last for a period equal to the original term.

The User shall receive a reminder of the upcoming renewal with reasonable advance, outlining the procedure to be followed to cancel the automatic renewal.

If the User wishes to cancel her/his subscription after the payment has been collected in the renewal period, this request will be taken into process for the next payment period. The User cannot delete his/her Account on the App without canceling her/his current subscription.

You may cancel your subscription-based membership at any time for any or no reason. It may be done by canceling the automatic renewal of paid In-App Subscriptions (at least 24-hours before the end of the Trial or current billing period) by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify.

If you have canceled your subscription-based membership, you will lose access to the Content end of your billing period. We may suspend or terminate your use of the Service as a result of the fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice.

9. Availability of Service

Subject to the fulfillment of the User’s obligations under these Terms, Omnicourse will grant the User access to all the Services and the Omnicourse Platform.

Omnicourse reserves the right to change, modify, or otherwise alter the functions of the Services hereunder after the notification of the User or lack thereof.Omnicourse Platform LicenseWe grant you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license to access and make use of the Omnicourse Platform, Services, and Content solely as provided herein, subject to these Terms, and not for redistribution of any kind (the “License”). This License does not include any resale of (i) the Omnicourse Platform, Service, or Content, (ii) any Registration Data, (iii) any other content, materials, information, text, data, copyrights, trademarks, logos, designs, insignia, images, photos, music, screenshots, videos, chats, posts, identifying marks, pages, software, and other original works of authorship, and/or intellectual property uploaded to, or incorporated into, the Omnicourse Platform, Service, or Content by Omnicourse (collectively, “Omnicourse Platform Content”), which Omnicourse Platform Content is and will remain the sole and exclusive property of Omnicourse, or (iv) any content, materials, information, text, data, copyrights, trademarks, logos, designs, insignia, images, photos, music, screenshots, videos, and other intellectual property that any other User or Creator submits or uploads onto the Omnicourse Platform (collectively, “Member Content”), including, without limitation, which Member Content is and will remain the sole and exclusive property of the applicable User or Creator (subject to the licenses granted to Omnicourse herein).

We retain all right, title, and interest in and to the Omnicourse Platform, including, without limitation, (i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, software, and data, (ii) all business processes, procedures, methods, and techniques used in the Omnicourse Platform, (iii) all other materials and content uploaded or incorporated into the Omnicourse Platform, including, without limitation, all Omnicourse Platform Content (but excluding Member Content, which is owned by the applicable User or Creator, but which Omnicourse has a license to use pursuant to these Terms), and (iv) all associated trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world (collectively, “Omnicourse IP”). Omnicourse IP is protected in all forms, media, and technologies now known or hereinafter developed. Omnicourse owns all Omnicourse IP, as well as the coordination, selection, arrangement, and enhancement of such Omnicourse IP as a Collective Work under the U.S. Copyright Act of 1976, as amended, and other intellectual property laws of the United States and any foreign jurisdiction where the Omnicourse Platform is accessed, and all rights to the Omnicourse Platform, such Content, and such software are expressly reserved. The Omnicourse IP is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws.

All trademarks and service marks, whether registered or unregistered, as well as product names and company names or logos, displayed or mentioned on the Omnicourse Platform are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Omnicourse.

Violation of this License may result in infringement of intellectual property and contractual rights of Omnicourse, other Users or Creators of the Omnicourse Platform, or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.Interactive Areas and User ContentUsers are provided with variety of interactive areas (e.g., feedbacks) where Users can upload their own content (the “User Content”). You acknowledge and agree that submissions made to Interactive Areas may be publicly available to all other Users/Creators, or in certain cases, specific other Users/Creators, and that you may be publicly identified when communicating or providing feedbacks in Interactive Areas, and Omnicourse will not be responsible for the action of any Users with respect to any information or materials posted in Interactive Areas. Your User Content will be accompanied by your real name surname and may not be posted anonymously. Participants in Interactive Areas must not misrepresent their identity or their affiliation with any person or entity. Any User Content will be considered non-confidential and non-proprietary.

You must not post any User Content on or through the Omnicourse Platform or transmit to us any User Content that you consider to be confidential or proprietary.

You hereby acknowledge and agree that Omnicourse does not actively monitor or police the Interactive Areas (and has no obligation to do so) and you hereby disclaim and hold Omnicourse harmless from and against any and all liability resulting from your interaction with, or conduct towards, any other User/Creator. Users acknowledge and accept that Omnicourse is entitled to remove, delete, block or rectify such content at its own discretion and to, without prior notice, deny the uploading User access to Omnicourse Platform; (i) if any complaint based on such content is received; (ii) if a notice of infringement of intellectual property rights is received; (iii) upon order of a public authority; or (iv) where Omnicourse is made aware that the content, while being accessible via Omnicourse Platform, may represent a risk for Users, third parties and/or the availability of the Service. The removal, deletion, blocking or rectification of content shall not entitle Users that have provided such content or that are liable for it, to any claims for compensation, damages, or reimbursement. Users agree to hold Omnicourse harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through the Omnicourse Platform.

Notwithstanding the foregoing, Omnicourse reserves the right to determine, at its sole discretion, what constitutes harassment or mischief, and where that has occurred, and may, also at its sole discretion, delete the relevant User Content, partially or completely deny, suspend, or terminate access to the Omnicourse Platform to any infringing party.Creator-Generated ContentUser acknowledges that Audio Courses and Learnbites are provided by Creators (the “Creator Content”) through Omnicourse Platform. Omnicourse does not control or monitor Creator Content and, as such, does not guarantee in any manner the content, reliability, validity, accuracy, or truthfulness of such content, including but not limited to Creator Content presented through the Audio Courses and Learnbites. By using the Services, you may be exposed to Creator Content that you consider offensive, indecent, or objectionable. Omnicourse has no responsibility to keep such content from you and no liability for your access or use of any Creator Content to the extent permissible by law. Although we have no obligation to do so, we have the absolute discretion to remove, screen, or edit without notice any Creator Content posted or stored on the Omnicourse Platform, and we may do this at any time and for any reason.
Omnicourse grants to Users a limited, revocable, non-exclusive, non-sublicensable license to view, copy, and print the portions of the Creator Content available to Users on the Omnicourse Platform. For Users, this includes access and use of the Audio Courses, Learnbites and content provided therein, which they have subscribed to and paid all required fees for. Such license is subject to these Terms, and specifically conditioned upon the following: Users may only view, copy, and print such portions of the Creator Content for their own use. Users may not modify or otherwise make derivative works of the Creator Content, or reproduce, distribute, or display the Creator Content (except for page caching) except as expressly permitted in these Terms. Users may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Creator Content. Users may not use any data mining, robots, or similar data gathering or extraction methods; and Users may not use the Omnicourse Platform or Creator Content other than for their intended purposes. Usage Data

Except as expressly permitted above, any use of any portion of Creator Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted herein, these Terms, and your access to the Omnicourse Platform. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppels, implication, or otherwise. Omnicourse may revoke this license at any time for any reason or no reason and shall not be liable to any User for any purported interference with business or contractual relations, in tort or otherwise. Users represent and warrant that their use of the Omnicourse Platform and the Creator Content will remain consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties or violate any applicable law. To request permission for uses of Creator Content not included in this license, you may contact Omnicourse at the address set out at the final section of these Terms.Relationship Between Creators and UsersOmnicourse is neither a content provider nor an educational institution. Creators are not employees of Omnicourse. Omnicourse is not responsible for interactions between Creators and Users, with the exception of providing the technological means through which Creators may make available their Audio Courses and Learnbites. Omnicourse is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Creator/User relationship, including but not limited to, any User’s reliance upon any information provided by a Creator at any time in any ways.AccessDuring the Term, except for the reasons herein, the User shall have unlimited access to the Service pursuant to these Terms. Omnicourse shall make commercially acceptable attempts to guarantee the accessibility of the Service and repairs, maintenance, or introduction of new services during the Term except, that Omnicourse shall not be liable for, (i) planned downtime or, (ii) any unavailability precipitated directly or indirectly by conditions beyond Omnicourse’s realistic control including a Force Majeure event or, any violation of these Terms by the User.

10. Limitations of Omnicourse Platform Use

You are solely responsible for all your interactions with the Omnicourse Platform and other Users/Creators on or through the Omnicourse Platform, including, without limitation, your participation in Interactive Areas while giving feedback. In your interactions with other Users/Creators, you agree to conduct yourself professionally, civilly, and respectfully at all times.

With limiting the foregoing, while using the Omnicourse Platform, you may not:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of Omnicourse or other Users/Creators, or use information learned from the Omnicourse Platform or Content to otherwise defame, abuse, harass, stalk, threaten, intimidate, or mislead, or otherwise violate the legal rights of Omnicourse or any other person.
• Breach any international, federal, or local legislation, regulation, rule, or ordinance.
• Upload User Content or otherwise utilize Interactive Areas to give feedback, communicate or distribute information, that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful, including, but not limited to, content that advocates, endorses, condones, or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals.
• Use the Omnicourse Platform or User/Creator Content for any purpose in violation of applicable local, state, federal, or international law. Spam, phish, pharm, pretext, bot, crawl, or scrape for any scandalous, obscene or immoral purpose.
• Interfere with or circumvent the safety measures of the Service or the Omnicourse Platform.
• Attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Service and the Omnicourse Platform.
• Use or otherwise export or re-export the Omnicourse Platform or any portion thereof, or the User/Creator Content or Omnicourse Platform Content in violation of the export control laws and regulations of the U.S.
• Upload User Content or files that contain software or other material that violate the intellectual property rights (or rights of privacy or publicity) of any third party or for which you have not obtained the necessary rights or permissions to use accordingly.
• Upload User Content or files that contain viruses, corrupted files, malware, spyware, bugs, or any other similar software that may damage or infiltrate the operation of any other User’s/Creator’s computer.
• Advertise or offer to sell any goods or services for any commercial purpose through the Omnicourse Platform, or otherwise post commercial advertisements, affiliate links, and other forms of solicitation, which may be removed from the Omnicourse Platform without notice to you at any time, unless otherwise agreed by you and Omnicourse in a separate written agreement.
• Conduct or forward surveys, contests, pyramid schemes, or chain letters.
• Impersonate another person or User or knowingly allow any other person or entity to use your identification or Account to post or view comments on, or otherwise utilize, the Omnicourse Platform.
• Download any file posted by another Creator that a User knows, or reasonably should know, cannot be legally distributed through the Omnicourse Platform.
• Restrict or inhibit any other User from using and enjoying the Interactive Areas.
• Imply or state that any statements you make are endorsed by Omnicourse or any other User /Creator without the prior written consent of Omnicourse or such User/Creator.
• Use a robot, spider, manual, and/or automatic processes, or devices to data-mine, data-crawl, scrape, or index the Omnicourse Platform in any manner.
• Hack or interfere with the Omnicourse Platform, its servers, or any connected networks.
• Adapt, alter, license, sublicense, or translate the Omnicourse Platform or Creator Content for your own personal or commercial use. Remove or alter, visually or otherwise, any copyrights, trademarks, or proprietary marks and rights owned by Omnicourse.
• Upload User Content that provides contents that exploit people under the age of eighteen (18) in an abusive, violent, or sexual manner. Use the Omnicourse Platform to collect Registration Data of other Users/Creators by electronic or other manipulative means as well as use the Omnicourse Platform to harvest, collect, gather, or assemble information or data regarding other Users/Creators, including email addresses, without their consent.
• Use the Omnicourse Platform in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Omnicourse’s trade secret information for public disclosure or other purposes.
• Use, transfer, distribute, or dispose of Omnicourse Platform, Omnicourse Platform Content, User Content, or Creator Content in any manner that could compete with the business of Omnicourse.
• Cause or induce any third party to engage in the restricted activities above.

The License granted to you terminates automatically upon any unauthorized use of the Omnicourse Platform, User Content, Creator Content and Omnicourse will take appropriate investigative and legal action for any illegal or unauthorized use of such.

11. Data Protection and Privacy

Omnicourse hereby represents and warrants compliance with all relevant legislation, rules, regulations, directives, and guidelines on the compilation, use, and disclosure of information and data gathered from or about the Users and Visitors relevant to the Services used herein (jointly, the “Rules”).

Rules include without limitation (i) United States Federal and relevant State laws in regard to data collection and data privacy including California Customer Privacy Act (“CCPA”); and; (ii) if applicable, the Data Protection Directive and the General Data Protection Regulation (“GDPR”) by the European Union, or any other Rules of another jurisdiction or rules, laws or any other part of the legislation issued by the relevant Data Protection Authorities, and any amendments and changes thereof or laws as may be repealed or succeeded.Publicly Available ContentAny personal data, identifier, or any other information that Users upload in connection with such content shall also appear in connection with the published content.Private ContentPrivate content provided by Users shall stay private and will not be shared with any third parties or accessed by Omnicourse without the User’s explicit consent pursuant to the Rules.

12. Representations and Warranties

The Omnicourse Platform is available only to persons who are eighteen (18) years or older (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such person’s primary residence), or to persons who are between the ages of thirteen (13) and eighteen (18) who have their parent or guardian’s permission as stated in these Terms.

BY ACCESSING AND USING THE OMNICOURSE PLATFORM, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD (OR ANY GREATER AGE REQUIRED TO BE DEEMED TO HAVE REACHED THE AGE OF MAJORITY UNDER THE APPLICABLE LAW OF THE STATE OR JURISDICTION OF YOUR PRIMARY RESIDENCE), OR HAVE YOUR PARENT OR GUARDIAN’S PERMISSION TO USE THE OMNICOURSE PLATFORM IF YOU ARE BETWEEN THE AGES OF THIRTEEN (13) AND EIGHTEEN (18), AND ARE FULLY ABLE AND HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO, AND TO BE BOUND BY, THESE TERMS, AND THAT YOU WILL SO ABIDE.

Each Party hereby represents and warrants to the other Party that, (i) such Party has the necessary power and authority to be bound by these Terms; (ii) the compliance with these Terms and fulfillment of its obligations hereunder do not and will not, to the best of each Party’s knowledge, violate any other agreement to which it is a party; (iii) no other restriction, limitation or contractual or statutory obligation exists preventing a Party from fulfilling its obligations hereunder and; (iv) these Terms constitute a legal, valid and binding obligation when agreed upon by both Parties.

Omnicourse hereby represents and warrants to the User that, (i) it will have all necessary rights, licenses, know-how, expertise, and experience needed to provide the Services hereunder; (ii) is the sole proprietor of the Omnicourse Platform and its Intellectual Property Rights (to the extend permitted in these Terms) and has complete legal rights, licenses, and authority to provide the User with the Service as provided herein; (iii) the Services and the Omnicourse Platform shall comply with all relevant legislation and regulations when used by the User in accordance with these Terms.

The User represents and warrants that (i) all Registration Data and User Content and other information User submit to the Omnicourse Platform is true, accurate, current, and complete, (ii) that User is the sole owner of all right, title, and interest in, or have obtained all necessary rights and licenses from the applicable owner of, any User Content or other information you submit or upload onto the Omnicourse Platform, and (iii) that such User Content and other information, when used for the purposes in which it is submitted onto the Omnicourse Platform, does not infringe upon the rights of any third party, including, without limitation, intellectual property rights, propriety rights and rights of publicity/privacy. You acknowledge and agree that you will be solely responsible for all Registration Data, User Content, and other information that you post, upload, link to, publish, exchange, or display on the Omnicourse Platform and that Omnicourse reserves the right to reject, refuse to post, edit, modify, remove all or a portion of any such Registration Data, User Content, or other information from the Omnicourse Platform Omnicourse determines, in its sole discretion, does not comply with these Terms, or for any other reason, without notice or liability to you. to use the Services and the Omnicourse Platform solely for the permitted purposes as defined by these Terms and shall not interfere with the integrity or performance of the Services and the Website as articulated by the section of Limitations of Omnicourse Platform Use.

13. Disclaimer of Warranties

Except as expressly set forth herein, Omnicourse does not warrant, or make any representations regarding (i) the results obtained from benefiting Creator Content will be wholly accurate, entirely reliable, on time, complete or truthful or, (ii) the quality of any services, information, or other material acquired or obtained by the User through the Service will meet its expectations, or that any faults in the Service will be amended and; (iii) the Services provided will be on an uninterrupted, secure or error-free basis. The Services and the Omnicourse Platform (and any part thereof), including without limitation any content, data, and any information related thereto, are provided strictly on an “as is” and “as available” basis, without any warranties or conditions of any kind, either express, implied, or statutory. Omnicourse makes no representations concerning the benefits or outcomes obtained from the Onicourse Platform and/or the Service by the User or any third party.

The Service may become inaccessible, or it may not function properly with Users’ web browser, mobile device, and/or operating system. Omnicourse cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.

United States federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under these Terms shall not apply to the extent prohibited by applicable law.

14. Limitation of Liability

If Omnicourse’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the customer, or its agents, consultants, or employees, Omnicourse shall not be deemed in breach of its obligations under these Terms.

In no event will Omnicourse, it’s developers, affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Omnicourse Platform, any websites linked to it and any content on the Omnicourse Platform or such other websites or any Services or items obtained through the website or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if company has been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; therefore the above limitations or exclusions may not apply to User. These Terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

15. Indemnification

The User shall defend, indemnify, and hold harmless Omnicourse and its affiliates, co-branders, partners, shareholders, employees, agents, representatives, and/or independent contractors from, and against all costs, damages, and losses, including legal expenses, resulting from any claim by third parties that, (i) User’s use of the Omnicourse Platform or other material infringes any rights of third parties, including without limitation, breach or violation of the Intellectual Property or privacy rights of such third parties; (ii) the User Content or other material on the Omnicourse Platform of the User is obscene, defamatory, illegal, unethical, or promotes illegal conduct and; (iii) that the User has not obtained and/or failed to obtain any necessary permit, license or consent in accordance with these Terms and; (iv) arises from the breach of or presumed infringement by the User of any of its representations, warranties, and/or responsibilities under these Terms.

16. Unlawful Activity and Termination of Omnicourse Platform Access

Omnicourse reserves the right to investigate complaints or reported violations of these Terms and to take any action it deems appropriate, including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Users’ e-mail addresses, usage history, User Content, IP addresses, and traffic information.

Omnicourse may terminate these Terms immediately in its sole discretion without notice or liability to the User, to suspend or terminate your use of, or access to, the Omnicourse Platform, thus suspend or terminate User’s subscription (either in whole or in part) at any time for any reason with any conditions, including, without limitation, if it is reasonably believed in good faith that the User has violated or acted inconsistently with these Terms or any applicable law or that the User has engaged in conduct that we determine to be inappropriate or unacceptable.

The User accepts, declares, and undertakes that as of the termination date, she/he cannot benefit from the subscription package that she/he has purchased and has not expired yet, and that she/he cannot claim any rights or receivables against Omnicourse due to these termination situations specified in both this and following provisions.

In the subscription package renewal period, if the Subscription Fee cannot be collected these Terms will be automatically terminated.

Omnicourse may terminate your password, account (or any part thereof) or use of the Omnicourse Platform, or remove and discard any communication transmitted by you, or information stored, sent, or received via the Omnicourse Platform without prior notice and for any reason, including, but not limited to;(i) concurrent access of the Omnicourse Platform with identical login credentials,(ii) permitting another person or entity to use your login credentials to access the Omnicourse Platform,(iii) any other access or use of the Omnicourse Platform except as expressly provided in these Terms,(iv) any violation of the terms and conditions of these Terms or the rules and regulations relating to the use of, the software and/or data files contained in, or accessed through, the Omnicourse Platform,(v) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Omnicourse Platform.

The User may terminate these Terms at any time by following the terms regarding the provisions of “Subscription Renewal and Canceling”. However, that all sections of these Terms which by their nature should survive the expiration or termination will continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms, as stipulated in “Following Termination”. In the event that the User terminates these Terms, the existing service and access right may continue to be used from the date of termination until the end of the subscription package.

17. Following Termination

Upon expiry or termination of these Terms for any and all reasons, (i) all rights, User's subscription and any Service performed prior shall be terminated instantly.

The following clauses shall resist the expiry or termination of these Terms “Definitions”, “Availability of Services”, “Warranty Disclaimer”, “Limitation of Liability”, “Indemnification”, “Termination”, “Following Termination”, “Governing Law”, “Severability” and “Miscellaneous Provisions”, and all commitments of both Parties under these Terms shall cease to be fulfilled.

18. Governing Law

These Terms and all materials resulting directly or indirectly therefrom shall be regulated and construed in compliance with the State of Delaware’s legislation regardless of its dispute of regulations relevant to agreements to be executed completely within the United States.

Each Party permanently submits to the exclusive jurisdiction of the State and Federal Courts in Delaware for all such issues and waives any opposition to such judiciary from an authority, location, or inconvenient forum. In any proceedings, the prevailing Party shall be allowed to recover from the other Party the reasonable fees for its attorneys in relation to any other grant of court compensation.

19. Severability

If any part of these Terms is found to be unlawful, void, or otherwise unenforceable, such unlawfulness, invalidity or unenforceability shall extend to such clause only.

The unlawfulness, invalidity, or unenforceability of such a clause shall in no way influence or render any other part of these Terms, unlawful, void, or otherwise unenforceable, generally, shall be reformed, construed, and implemented in such a way that the intent of the Parties as conveyed in these Terms to its nearest lawful effect.

In any other jurisdiction, the fact that any provision of these Terms is held to be unlawful, void, or otherwise unenforceable shall have no effect on the legality, validity, or enforceability of such provision.

20. Miscellaneous Provisions

HeadingsThe headings used in these Terms are for reference reasons only and do not influence the understanding of these Terms.WaiverOmnicourse’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.Service InterruptionTo ensure the utmost possible service level, Omnicourse reserves the right to interrupt Omnicourse Platform and the Service for maintenance, system updates or any other changes, informing the Users appropriately.

Within the limits of relevant legislation, Omnicourse may also decide to suspend or terminate the Service altogether. If the Service is terminated, Omnicourse will cooperate with Users to enable them to withdraw Personal Data or information in accordance with applicable law.

Additionally, the Service might not be available due to reasons outside Omnicourse’s reasonable control, such as “Force Majeure”.Remedies Not ExclusiveExcept as expressly stated herein, no remedy is designed to be excluded from any other remedy that is not available under these Terms or in law or in equity.Non-ExclusivityThis Terms and Conditions is not exclusive.No Strict ConstructionWhere an ambiguity or issue occurs with regard to any clause of these Terms, these Terms shall be construed as if collectively approved by the Parties and no presumption or burden of proof shall occur to favor or disadvantage either Party by virtue of the authorship of any of the clauses of these Terms.Fraudulent TransactionIf Omnicourse detects or suspects any fraudulent activity or fraudulent activity within the scope of payment transactions, it has the right to cancel subscription and suspend Services.AssignmentWithout prior written approval of Omnicourse, these Terms or any rights conferred thereunder may not be transferred and delegated by the Users. Any attempt to grant, without such approval, any rights, responsibilities, or responsibilities arising from these Terms shall be null and void ab initio.

Omnicourse reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User’s legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly.Entire AgreementThese Terms, constitute the entire agreement of the Parties on the subject matter of thereunder and supersede any and all existing, or prior written or oral agreements and/or communications relating to the subject matter of thereunder.Force MajeureNone of the Parties shall be responsible for any error or delay in fulfilling any of their corresponding obligations if a Force Majeure Event prevents them from doing so.Third-Party ServicesThe Omnicourse Platform may include embedded third-party content or links (such as hyperlinks) to third party websites, resources, content or services (including external websites that are framed by the Omnicourse Platform as well as any advertisements displayed in connection therewith, and affiliate marketing links through which we may earn a commission if/when you click on or make purchases via affiliate links) that are not owned or controlled by Omnicourse (collectively, “Third-Party Services”).

When you access Third-Party Services, you do so at your own risk. Third-Party Services are not under our control, and you acknowledge that Omnicourse is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of Third-Party Services. If you believe any Third-Party Services violates applicable law or may be inappropriate, please notify Omnicourse. The inclusion of any Third-Party Services does not imply any association between Omnicourse and their operators.

By using the Omnicourse Platform, you expressly relieve and hold Omnicourse harmless from any and all liability arising from your use of any Third-Party Services, including any loss or damage incurred as a result of any dealings between you and any third parties, or as the result of the presence of such Third-Party Services on the Omnicourse Platform or the failure of such Third-Party Services to function as intended. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

With these Terms, you agree that the Omnicourse Platform may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements, and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Omnicourse, are solely the opinions, and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Omnicourse.

You acknowledge and agree that you assume all liability and obligations to cause any damage to you or any third party arising from the use or reliance on any content, advertisements, products, or third parties.

When you are connected to or otherwise accessing to a Third-Party Service, you agree that you are responsible for the following: (i) take necessary measures to protect you and your computer systems from viruses, worms, trojans, malicious code, and other harmful effects; (ii) download, use or purchase any material that is sexually explicit, immoral, offensive or otherwise objectionable or unlawful, or that contains technical inaccuracies, typographical errors, or other errors; (iii) downloading, using or purchasing any material that violates confidentiality or promotional rights, or that violates the proprietary rights of third parties and other proprietary rights, or that is subject to additional terms and conditions specified or unspecified; (iv) any financial costs or other liabilities to third parties arising from your actions or other activities; (v) read and understand the Terms of Use or Privacy Policies applicable to Third-Party Services..InterpretationUnless the context requires, (i) the singular includes the plural and vice versa; (ii) if any act which shall be performed in accordance with these Terms is to be done on a day that is not a Business Day then the act must be performed on or before the next Business Day; (iii) a reference to any legislation or law includes all amendments, consolidations or other provisions thereof, (iv) a reference to a natural person shall mean including without limitation a body corporate, partnership, joint venture, association, government or legal body or legal entity and vice versa shall be interpreted herein.Independent Legal AdviceUser recognizes and accepts that it has had the chance to read these Terms, agrees with its provisions, and has been given a chance to seek independent legal advice on its provisions before acknowledging them.