Terms of Service

1Agreement to terms

These Terms of Service ("Terms") are a binding agreement between you and, if you are using Omnia on behalf of an organization, that organization ("you," "Customer") and [LEGAL ENTITY NAME], doing business as Omnia ("Omnia," "we," "us"). They govern your access to and use of the Omnia website, API, console, documentation, and related services (together, the "Service").

By creating an account, issuing an API key, or otherwise accessing or using the Service, you agree to these Terms, the Privacy Policy, and the Acceptable Use Policy, each incorporated by reference. If you do not agree, do not use the Service. You represent that you are at least 18 and, if acting for an organization, that you are authorized to bind it.

2The service

Omnia is software that computes United States payroll-tax withholding and related employer tax lines from inputs you supply (earnings, deductions, a Form W-4, year-to-date figures, and work/residence jurisdictions). The Service returns calculations and supporting detail. Omnia is a calculation and information tool only.

Omnia does not file returns, remit or deposit taxes, move money, act as your agent or payroll provider, or transmit anything to any tax authority. Those actions, and responsibility for them, remain entirely yours.

3Not tax, legal, or accounting advice

The Service is not a substitute for professional judgment. Omnia is not a certified public accountant, enrolled agent, tax preparer, attorney, or fiduciary, and no such relationship is created by your use of the Service. Outputs are informational and depend entirely on the accuracy and completeness of the inputs you provide and on your correct interpretation of your own facts (worker classification, nexus, reciprocity elections, eligibility, and similar determinations).

You are solely responsible for reviewing every result, for the accuracy of your inputs, and for all tax filing, deposit, remittance, reporting, and recordkeeping obligations. You should consult a qualified professional about your specific situation before relying on any output.

4Accounts & API keys

• You must provide accurate account information and keep it current.
• An API key authenticates and bills to your account. Keep it secret and server-side. You are responsible for all activity under your keys, including calls you did not intend, until you revoke the key.
• Notify us promptly at [SECURITY EMAIL] if you suspect a key has been exposed. We may revoke or rotate a key we reasonably believe is compromised or abused.
• You may not share, resell, or sublicense keys or access, or use the Service to build a competing product or dataset, except under a separate written agreement with us.

5Acceptable use

Your use of the Service is subject to the Acceptable Use Policy. Among other things, you must not misuse, overload, probe, or attempt to gain unauthorized access to the Service; reverse engineer it except as law expressly permits; or use it unlawfully. We may throttle, suspend, or terminate access for a violation.

6Fees, billing & trial

• Usage-based pricing. Except during any free trial, you pay for the calculations your keys make, metered against the rate card published on the Omnia website, plus any per-address resolution fees. Prices are exclusive of taxes; you are responsible for applicable sales, use, and similar taxes.
• Free trial. Any free trial runs for the stated period. Unless you cancel during the trial, the account converts to a paid term and your payment method is charged for usage from that date forward.
• Committed term. On conversion the account enters the term stated at signup. Fees already incurred are non-refundable except where required by law. You may stop renewal before the next term begins.
• Payment. You authorize us and our payment processor to charge your payment method for amounts due on a recurring basis. Card and bank details are handled by our processor and are not stored on Omnia's servers.
• Non-payment. If a charge fails, we may suspend your keys until the balance is paid. Suspension does not relieve you of accrued fees.
• Changes. We may change prices prospectively; changes take effect at your next term or on notice as required by law.

7Intellectual property

The Service, including all software, source code, data compilations, tax rulesets, models, text, designs, logos, and documentation, and all intellectual-property rights in them, are and remain the exclusive property of Omnia and its licensors. The name "Omnia," the Omnia logo, and this website are proprietary. Nothing in these Terms transfers any ownership to you.

Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service, and to use the outputs of your own calculations for your internal business and your clients' payroll, during your subscription. You may not copy, modify, distribute, sell, sublicense, host, scrape, or create derivative works of the Service, or remove any proprietary notice, except as expressly permitted. All rights not expressly granted are reserved.

If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.

8Customer data

"Customer Data" is the input you submit to the Service and the account information you provide. As between the parties, you own Customer Data. You grant us a limited license to process it solely to provide, secure, support, and improve the Service, and as described in the Privacy Policy.

You represent that you have all rights and consents needed to submit Customer Data (including any personal information of your own employees or clients) to the Service, and that doing so does not violate any law or third-party right. Where we process personal information on your behalf, you are the controller and we are the processor. We maintain reasonable technical and organizational safeguards but no method of transmission or storage is perfectly secure.

9Disclaimer of warranties

The service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, Omnia disclaims all warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the service will be uninterrupted, error-free, or that any calculation, rate, or result will be accurate, complete, current, or suitable for your particular situation.

You acknowledge that tax law is complex and changes, that inputs and eligibility determinations are yours, and that you are responsible for independently verifying results before relying on them.

10Limitation of liability

To the fullest extent permitted by law, Omnia and its officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenue, data, or goodwill, or for any tax, penalty, interest, fine, or assessment imposed on you or any third party, arising out of or relating to the service or these terms, even if advised of the possibility.

Omnia's total aggregate liability for all claims relating to the service or these terms will not exceed the greater of (a) the fees you paid to Omnia for the service in the twelve (12) months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you; in that case liability is limited to the maximum extent permitted. These limitations are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

11Indemnification

You will defend, indemnify, and hold harmless Omnia and its officers, employees, and suppliers from and against any claims, damages, liabilities, penalties, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your Customer Data or inputs; (c) your tax filings, deposits, remittances, or reliance on any output; (d) your violation of these Terms or applicable law; or (e) your infringement of any third-party right.

12Term & termination

These Terms apply while you use the Service. You may stop using the Service and close your account as described in the console or by contacting us; committed-term and non-refund provisions still apply. We may suspend or terminate access, with or without notice, for a violation of these Terms, non-payment, suspected abuse, legal requirement, or risk to the Service or others. On termination, your license ends and you must stop using the Service. Sections that by their nature should survive (including 3, 7–11, 13) survive termination.

13Governing law & disputes

These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. Subject to the arbitration provision below (if you elect to include one), the state and federal courts located in [COUNTY, STATE] have exclusive jurisdiction, and you consent to venue there.

[OPTIONAL — confirm with counsel before enabling] Arbitration & class-action waiver. Any dispute not resolved informally will be settled by binding individual arbitration administered by [ARBITRATION BODY] under its rules, in [COUNTY, STATE]; you and Omnia waive any right to a jury trial and to participate in a class or representative action. Either party may bring a qualifying claim in small-claims court. You may opt out of arbitration by emailing [LEGAL EMAIL] within 30 days of first accepting these Terms.

14Changes to these Terms

We may update these Terms. If we make a material change we will provide reasonable notice (for example, by posting the updated Terms with a new effective date or by email). Your continued use after the change takes effect is your acceptance. If you do not agree, stop using the Service.

15Contact

[LEGAL ENTITY NAME], [COMPANY ADDRESS]. Questions about these Terms: legal@omniatax.io.