United States Terms Supplement
- Issuer
- Omni Data Tech Inc. ("Zeus")
- Effective
- 2024-04-01
- Version
- 1.0
- Last updated
- 2024-04-01
- Applies with
- the Global Terms of Service (the "Terms") — accepted by clickwrap and by use together with the Terms
- Audience
- self-serve B2B Customers whose Workspace, billing address, or principal place of business is in the United States
- Precedence
- Tier 1 over the Terms, mandatory-law scope only (a Supplement never dilutes the global core outside its mandatory scope)
1. Application of this Supplement
Scope, Parties and Precedence. (a) This United States Terms Supplement (this "Supplement") forms part of the Agreement between the Customer and Zeus and applies, in addition to the Terms, to every Customer, Account, Workspace and Authorized User located in, organized under the laws of, or accessing the Services from the United States, its states, territories and possessions (collectively, the "United States"). (b) This Supplement exists solely to give effect to United States federal and state law that mandatorily applies to the Agreement notwithstanding the governing-law selection in the Terms. It modifies the Terms only to the minimum extent that mandatory United States law requires, and only for the Customers, claims, and subject matter that the mandatory rule actually reaches. (c) Capitalized terms not defined in this Supplement have the meanings given in the Terms and in the Zeus defined-terms canon. (d) In the event of a conflict between this Supplement and the Terms with respect to a matter of mandatory United States law, this Supplement controls; for every other matter the Terms control unchanged.
Maximum-Extent Preservation. Every disclaimer, exclusion, limitation, release, waiver, indemnity, and Zeus-protective right in the Agreement applies to United States Customers to the fullest extent permitted by applicable law. Zeus does not disclaim any warranty, and does not exclude or limit any right, liability, or remedy, that Zeus is prohibited from disclaiming, excluding, or limiting under applicable United States federal or state law; in any jurisdiction that does not allow a particular disclaimer, exclusion, or limitation, that provision applies to the greatest extent permitted and the remainder of the Agreement is unaffected. No provision of this Supplement grants any Customer any right, remedy, refund, credit, or cure period that the Terms do not grant.
2. Release of Unknown Claims (California Civil Code §1542 and Similar Laws)
Waiver of Unknown-Claims Protections.
EVERY RELEASE AND DISCHARGE OF CLAIMS GIVEN BY THE CUSTOMER OR ANY AUTHORIZED USER UNDER THE AGREEMENT — INCLUDING THE RELEASE OF THE ZEUS PARTIES IN THE TERMS — EXTENDS TO CLAIMS THAT ARE UNKNOWN, UNSUSPECTED, OR UNANTICIPATED AT THE TIME OF THE RELEASE. IF THE CUSTOMER OR ANY AUTHORIZED USER IS A CALIFORNIA RESIDENT, THE CUSTOMER AND EACH SUCH USER HEREBY EXPRESSLY WAIVE THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY IT, WOULD HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. THE CUSTOMER AND EACH AUTHORIZED USER LIKEWISE EXPRESSLY WAIVE THE BENEFITS OF ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES THAT WOULD OTHERWISE LIMIT A RELEASE TO KNOWN CLAIMS. This waiver applies to all users of the Services, survives termination of the Agreement, and operates in favor of all Zeus Parties.
3. Federal Arbitration Act; Governing-Law Interaction
FAA Governs the Arbitration Agreement.
The Customer and Zeus agree that the Arbitration Agreement in the Terms evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. §§ 1–16 (the "FAA"), governs the interpretation, enforceability, formation, and performance of the Arbitration Agreement for all United States Customers, notwithstanding any state law or conflict-of-laws rule to the contrary. All Disputes between the Customer and the Zeus Parties remain subject to final, binding, confidential, individual arbitration as set out in the Arbitration Agreement, administered by AAA under its Commercial Arbitration Rules, and nothing in this Supplement reopens, softens, or adds any opt-out, remedy, or carve-out to that Arbitration Agreement beyond those the Terms already state. Any conspicuous arbitration opt-out window, if the owner elects to offer one, is recorded at 30 and takes effect only as stated in the Terms.
Ontario Substantive Law Retained; Hybrid Note. Except as this Section 3 provides for the Arbitration Agreement, the governing-law and venue selections of the Terms — Province of Ontario, Canada; courts of Toronto (Ontario law, including its limitation statutes, with the exclusive non-arbitral forum in Toronto, Ontario) — remain unchanged for United States Customers, and nothing in this Supplement submits Zeus to the general jurisdiction of any United States court.
4. Class-Action and Jury-Trial Waivers — United States Savings Structure
Class Waiver: Poison Pill, Public-Injunctive Severance, Litigation Backstop.
THE CUSTOMER AND ZEUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS-ARBITRATION, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR IN COURT. THIS CLASS ACTION WAIVER IS THE NON-SEVERABLE CORE OF THE ARBITRATION AGREEMENT: IF IT IS HELD INVALID OR UNENFORCEABLE AS TO A GIVEN DISPUTE, THE ARBITRATION AGREEMENT IS NULL AND VOID AS TO THAT DISPUTE — AND ONLY THAT DISPUTE — WHICH SHALL THEN PROCEED EXCLUSIVELY IN THE COURTS DESIGNATED BY THE TERMS; UNDER NO CIRCUMSTANCE MAY ANY CLAIM PROCEED AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION. If applicable law is held to preclude arbitration of a claim for public injunctive relief or another claim that cannot lawfully be subjected to this waiver, that claim — and only that claim — is severed to a court of competent jurisdiction, while all remaining claims proceed in individual arbitration, and the severed claim is stayed pending completion of the arbitration to the extent the law allows. EVEN IF THE ARBITRATION AGREEMENT IS HELD UNENFORCEABLE IN ITS ENTIRETY, ALL ACTIONS SHALL PROCEED IN COURT ON AN INDIVIDUAL BASIS ONLY — NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Jury-Trial Waiver: State Savings.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER AND ZEUS EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND TO A TRIAL IN FRONT OF A JUDGE OR A JURY. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION — INCLUDING UNDER A CARVE-OUT, A VALID OPT-OUT, OR A HOLDING OF UNENFORCEABILITY — EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND THE CLAIM SHALL BE TRIED TO THE BENCH. The parties acknowledge that in states whose law voids or restricts pre-dispute contractual jury waivers outside arbitration (including California and Georgia), this waiver operates only to the extent that state's law permits, and the agreement to arbitrate — governed by the FAA under Section 3 — remains the parties' primary, independently enforceable mechanism for resolving Disputes without a jury.
5. New Jersey — TCCWNA Savings
New Jersey Read-Down.
IF THE CUSTOMER OR AN AUTHORIZED USER IS FROM NEW JERSEY, THE SECTIONS OF THE AGREEMENT TITLED "WARRANTY DISCLAIMER", "LIMITATION OF LIABILITY", "DAMAGE EXCLUSIONS", "INDEMNIFICATION", AND "RELEASE" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. If any portion of those sections is held to violate New Jersey law, that portion — and only that portion — is severed as to New Jersey Customers and Authorized Users, and the remainder of those sections and of the Agreement remains in full force. Nothing in the Agreement is intended to violate any clearly established legal right of a New Jersey consumer or to limit any New Jersey statutory right that cannot lawfully be limited.
6. Warranty Disclaimers and Liability Limits — State Conspicuousness Savings
Implied-Warranty Savings and Minimum Lawful Duration.
SOME STATES DO NOT ALLOW THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE DISCLAIMERS IN THE TERMS MAY NOT APPLY TO THE CUSTOMER IN ALL CIRCUMSTANCES; IN THOSE STATES THE DISCLAIMERS APPLY TO THE CUSTOMER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WHERE AN IMPLIED WARRANTY CANNOT LAWFULLY BE EXCLUDED, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE THE CUSTOMER FIRST ACCESSED OR USED THE SERVICES, AND WHERE A FIXED DURATION IS REQUIRED, TO SIXTY (60) DAYS FROM FIRST ACCESS OR USE, WHICHEVER THE LAW OF THE CUSTOMER'S STATE PERMITS. All other components of the warranty disclaimer in the Terms — AS IS, AS AVAILABLE, WITH ALL FAULTS provision of the Services, and the disclaimer of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, and course-of-dealing/trade-usage warranties for Zeus and all Affiliates, licensors, and Subprocessors — remain in force unchanged for United States Customers.
Damages-Limitation Savings.
SOME JURISDICTIONS, INCLUDING STATES SUCH AS NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES; SOME OF THE LIMITATIONS AND EXCLUSIONS IN THE AGREEMENT MAY THEREFORE NOT APPLY TO THE CUSTOMER. IN ANY SUCH JURISDICTION, THE LIABILITY OF THE ZEUS PARTIES IS EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, AND THE AGGREGATE CAP, THE DAMAGE EXCLUSIONS, AND THE SOLE-AND-EXCLUSIVE-REMEDY PROVISIONS OF THE TERMS OTHERWISE CONTINUE TO APPLY IN FULL. The Customer acknowledges that the disclaimers, caps, and exclusions of the Agreement are presented conspicuously, that the fees are set in reliance on them, and that they survive any failure of essential purpose of any limited remedy, in each case to the fullest extent United States law permits. The published cap figure remains the lesser of (a) the amounts you actually paid to Zeus (if any) in the twelve (12) months preceding the event giving rise to the liability or (b) one hundred United States dollars (USD $100) as stated in the Terms; nothing in this Supplement raises it.
7. Copyright — DMCA Statutory Citations
DMCA Procedure for United States Matters.
For United States matters, Zeus respects intellectual-property rights and acts in accordance with the Digital Millennium Copyright Act, 17 U.S.C. §512 (the "DMCA"): notices of claimed infringement under 17 U.S.C. §512(c)(3) must be sent to Zeus's designated agent, not designated with the United States Copyright Office — Zeus does not claim DMCA designated-agent or safe-harbour status; general copyright notices may be sent to Omni Data Tech Inc., [email protected], and counter-notifications under 17 U.S.C. §512(g)(3) follow the procedure in the Zeus Copyright and Intellectual Property Policy, including its restore-unless-suit mechanics. Zeus may terminate any user's access to the Services if Zeus determines, in its sole discretion, that the user is a repeat infringer or is the subject of repeated infringement notifications. UNDER 17 U.S.C. §512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING, OR THAT MATERIAL WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION, MAY BE SUBJECT TO LIABILITY — AND MAY BE HELD LIABLE FOR DAMAGES, COSTS, AND ATTORNEY'S FEES INCURRED BY ZEUS, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER'S LICENSEE. Acceptance of the Terms constitutes consent to this procedure. This Section supplies the United States statutory citations only; the operative complaint procedure, the non-US counter-notifier forum consent, and Zeus's removal and termination discretion are stated in the Copyright and Intellectual Property Policy and the Terms and are unchanged by this Supplement.
8. State Privacy Laws; CCPA Service-Provider Note
State-Privacy Pointer.
Depending on the state of residency of an individual, that individual may be able to exercise additional rights granted by applicable United States state privacy law in relation to personal information, subject to the limitations, exemptions, and verification requirements those laws state. Those rights, the mechanics for exercising them (including any right to request reconsideration of a declined request and any available appeal to a state attorney general), and Zeus's role-split between controller-capacity Account Data and processor-capacity End-Customer Data are stated exclusively in the Zeus Privacy Policy and the United States Privacy Supplement — not in this Supplement, which grants no privacy right of its own. Requests concerning End-Customer Data are routed to the Customer, as the responsible business, per the DPA; Zeus assists as the Customer's service provider on the terms the DPA states.
CCPA Service-Provider Commitment (Statutory Minimum).
To the extent Zeus processes personal information of California residents as the Customer's "service provider" within the meaning of the California Consumer Privacy Act, as amended (Cal. Civ. Code §1798.140(ag)) ("CCPA"), Zeus will not: (a) sell or share that personal information; or (b) retain, use, or disclose that personal information for any purpose other than the business purposes specified in the Agreement and the DPA — in each case except as permitted for service providers under the CCPA and its regulations. This commitment is limited to what the CCPA expressly requires of a service provider, applies only to End-Customer Data within the DPA's scope, adds no obligation for Account Data (for which Zeus is an independent business/controller), and is subject in all respects to the liability cap, damage exclusions, and Customer indemnity of the Agreement and the DPA.
9. Messaging — TCPA / CAN-SPAM Framing
United States Statute Naming for Customer Communications.
For United States recipients, the Customer's warranty in the Terms and the Messaging Terms that it complies with every messaging and marketing law of each recipient's jurisdiction expressly includes, without limitation: the Telephone Consumer Protection Act, 47 U.S.C. §227, and its FCC regulations ("TCPA"); the Telemarketing Sales Rule; the CAN-SPAM Act, 15 U.S.C. §7701 et seq.; the Do-Not-Call Implementation Act and federal and state do-not-call registries; state telemarketing and commercial-email statutes; and CTIA, A2P 10DLC, and carrier messaging rules. The Customer — not Zeus — is deemed the sender, originator, and initiator of every SMS, call, and email generated through the Services (all SMS and calls being device-originated from the Customer's own devices, and server email being dispatched at the Customer's direction), and the Customer certifies, warrants, and represents that it has obtained all consents legally required from each recipient before sending, and that it honors opt-outs and consent revocations as United States law requires. The Customer is solely responsible for, and shall ensure, compliance with all such laws and self-regulatory rules applicable to its communications, and Zeus disclaims any liability arising from or related to the Customer's communications, recipient lists, or the Customer's failure to comply with the foregoing, except to the extent such liability cannot be excluded by law. The messaging indemnity, no-delivery-warranty, filtering/throttling rights, and carrier-cost allocation of the Terms and the SMS, Email and Messaging Terms apply to United States messaging unchanged.
10. Fees — Interest-Rate Caps
Late-Payment Interest Capped at the Lawful Maximum. For United States Customers, late amounts under the Terms bear interest at the lesser of 1.5% per month (19.56% per annum), compounded monthly, or the maximum rate permitted by applicable law, and any interest, fee, charge, or expense charged to a delinquent Account — including attorneys' fees, collection fees, and chargeback-related costs — applies only to the extent permitted under the usury and consumer-credit laws of the state whose law mandatorily applies. If any amount collected exceeds the lawful maximum, the excess is applied against the Customer's outstanding Fees rather than creating any liability of Zeus. All other collection-cost, set-off, acceleration, and survival mechanics of the Terms apply unchanged.
11. State Automatic-Renewal Laws — Conditional Disclosures
CONDITIONAL SECTION — NOT OPERATIVE TODAY. Zeus currently offers no purchase path in release builds: the only live monetization is the no-card Trial and coupons/promo credits. Nothing in this Section states or implies that Zeus currently auto-charges any stored payment method. This Section 11 activates in its entirety, and only, when Zeus billing or in-app purchases go live.
Auto-Renewal Mechanics for United States Subscribers (Conditional).
If and when Zeus offers paid Subscriptions with automatic renewal to United States Customers, each Subscription, including any add-on features, will automatically renew for successive terms equal to the then-ending term at the then-current Fees, unless canceled before the Renewal Date in accordance with the Terms. The Customer will authorize Zeus to charge the applicable Fees to the Customer's stored payment method on or after each Renewal Date unless the Subscription has been terminated or canceled in accordance with the Agreement, and continued silence will be treated as authorization to charge the payment method last used, in each case only where and to the extent state law permits. Ceasing to use the Services or uninstalling the application will not cancel a Subscription; renewal reminders, where not required by law, are best-effort courtesies, and where a state's law mandates renewal notices, consent records, reminders, or cancellation mechanics, Zeus will provide them as that law requires and the mandated mechanics control over this clause for the affected Customers. Except where a renewal notice mandated by applicable law was required and not provided, the Customer may not dispute, and may not charge back, a renewal charge on the ground that a courtesy reminder was missed, not received, or not read, and the Customer remains responsible for tracking its own renewal and cancellation dates.
12. EFTA and Money-Transmission — Conditional Savings
CONDITIONAL SECTION — NOT OPERATIVE TODAY. Zeus records offline payments only, moves no funds, and processes no cards. This Section activates only if and when Zeus's own card billing goes live or counsel requires the money-transmission savings for a live payments feature.
Chargeback Covenant: Consumer Card-Rule and EFTA Savings (Conditional). If and when Zeus card billing is live, the Customer's covenant in the Terms not to dispute or charge back any charge applies only to charges that correspond to the terms of the Agreement, and nothing in the Agreement waives any right of the Customer that cannot be waived under the Electronic Fund Transfer Act, 15 U.S.C. §1693 et seq., Regulation E, the Fair Credit Billing Act, or applicable card-network rules; all consequences the Terms attach to a non-conforming or bad-faith chargeback (breach, suspension, forfeiture of credits, cost recovery, evidence submission to the issuing bank) apply to the fullest extent those laws and rules permit.
Regulatory-Status Statement: Not a Money Transmitter (Conditional Savings Slot). Zeus is a software record-keeper. Zeus is not a bank, money transmitter, money-services business, lender, card network, payment processor, escrow agent, fiduciary, trustee, or financial institution, and nothing in the Agreement constitutes an offer of money-transmission, deposit, escrow, or payment-processing services by Zeus. Recorded payments, balances, reversing entries, and Payment Link statuses are Customer-entered or Customer-triggered records; Zeus moves no funds and guarantees no collection. If Zeus later facilitates payments through a licensed third-party processor, that processor — not Zeus — provides all regulated payment services under its own terms and licenses.
13. California Subsection
**Public Injunctive Relief (McGill) Savings.**
For California claimants, nothing in the Arbitration Agreement or the Class Action Waiver waives any non-waivable right to seek public injunctive relief; if a California claimant asserts a claim for public injunctive relief that applicable law precludes from being arbitrated on an individual basis, that request for public injunctive relief — and only that request — is severed to a court of competent jurisdiction, all remaining claims and requests for relief proceed in individual arbitration, and the severed request is stayed pending the arbitration's completion to the extent the law allows. Under no circumstance does this Section authorize any class, collective, consolidated, mass, or representative proceeding, and Zeus does not agree — and expressly declines — to any mass-arbitration protocol that would bind Zeus or any claimant to the outcome of another claimant's bellwether proceeding. Arbitration Fee Deadlines (Cal. CCP §1281.97–.98).
California Privacy: No Sale; Global Privacy Control (Conditional).
Zeus does not sell personal information, and shares personal information only as described in the Zeus Privacy Policy. If and when Zeus deploys web pages or tracking technologies that would constitute "selling" or "sharing" under the CCPA, Zeus will honor opt-out preference signals recognized by California law (including the Global Privacy Control) for the transmitting browser or device, on a per-browser, per-device basis, as described in the Privacy Policy and the United States Privacy Supplement.
California Cross-References. For California Customers and Authorized Users: (a) the unknown-claims waiver, including the express waiver of California Civil Code §1542, is stated in Section 2 of this Supplement; (b) the treatment of California's rule voiding standalone pre-dispute jury waivers is stated in Section 4, where the FAA-governed Arbitration Agreement carries the load; and (c) California state privacy rights are administered under the documents referenced in Section 8 and this Section 13. This clause organizes cross-references only and creates no right, obligation, remedy, disclaimer, or waiver of its own.
14. United States Export Controls and Sanctions — Restatement
US Sanctions Representations, End-Use Bans, Reporting, and Indemnity. (a) The Customer represents and warrants — for itself and for every Authorized User it allows to access the Services — that: (i) it is not located in, organized under the laws of, ordinarily resident in, or under the control of any country or territory subject to a United States embargo or comprehensive sanctions, and is not listed on any prohibited, restricted, denied, or sanctions list maintained by the United States or Canada, including the U.S. Treasury Department's List of Specially Designated Nationals, the Denied Persons List, and the Entity List; (ii) it is not a military end user and will not put the Services to a military end use as defined in 15 C.F.R. §744; and (iii) its country of residence and incorporation matches the billing address it provided.
(b) The Customer is solely responsible for compliance with all United States export-control and sanctions laws (including the Export Administration Regulations and OFAC sanctions programs) for itself and its users, must screen its own users against applicable restricted-party lists, must ensure that no Customer Content is subject to the International Traffic in Arms Regulations or other export controls, and must not download, export, re-export, or permit access to the Services in or from any embargoed territory or for any nuclear, chemical, biological, missile, military, sanctioned-surveillance, or weapons-related end use.
(c) If Zeus determines that the Services are being used by or for a prohibited person or end use, Zeus will terminate the impacted Accounts immediately and reserves the right to report the usage to OFAC or any other competent regulator.
The Customer shall indemnify and hold harmless Zeus and all Zeus Affiliates (including their respective directors, officers, and employees) for any fines and/or penalties imposed upon Zeus or a Zeus Affiliate (or such persons) arising out of or relating to the Customer's or any of its users' breach of this Section, and this indemnity is not subject to the liability cap of the Agreement. (d) The Customer also covenants worldwide compliance with the U.S. Foreign Corrupt Practices Act and equivalent anti-corruption laws, must promptly notify Zeus at [email protected] of any suspected violation, and nothing in this Section prohibits reasonable, ordinary-course gifts and entertainment permitted by applicable anti-corruption law.