Term of Use

OMNISTRUCT, INC.

Terms and Conditions

This website and any mobile applications or services made available in connection with it (collectively, the “Site”) are being provided to you by Omnistruct, Inc. (“Omnistruct”) subject to the following terms and conditions, including those separately set forth in the Omnistruct Privacy Policy (the “Terms”).


By accessing, using, or downloading any materials from the Site, you agree to follow and be bound by these Terms, which may be updated by Omnistruct from time to time, and at any time, without notice to you. You may review the most current version of these Terms at any time on the Site. Omnistruct and its third-party providers may make improvements and/or changes in the products, services, features, programs, and prices described in the Site at any time without notice to you. Certain provisions of these Terms may be supplemented or superseded by expressly designated legal notices or terms on particular pages at this Site. The Site is not intended for and is not designed to attract children less than 17 years of age. If you do not agree with these Terms, please do not use this Site. BY CONTINUING TO USE THE SITE, YOU ARE INDICATING YOUR AGREEMENT TO THESE TERMS AND ALL REVISIONS OF THEM.

Omnistruct reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any portion of it without notice. Omnistruct will not be liable to you or to any third party for any modification, suspension, or
discontinuance of the Site or any portion of it.

Registration

To use the services available on the Site, you must complete a registration form. By using the Site, you covenant that you will: (a) provide true, accurate, current and complete information about you or your company, as appropriate and as prompted by the registration form (collectively, “User Data”); and (b) maintain and promptly update all User Data to keep it accurate and current. Omnistruct may use your User Data to provide services on the Site for which you have expressed interest. If you provide any information that is inaccurate or not current, or if Omnistruct has reasonable grounds to suspect that the information is inaccurate or not current, Omnistruct may suspend or terminate your account and refuse current or future use of the Site. As a condition of your using the Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction.

User Conduct

You are solely responsible for maintaining the confidentiality of the password associated with your account and for restricting access to your password and to your computer while logged into the Site. You are responsible for all activities that occur under your account or from your computer. Omnistruct will use reasonable security measures to protect against unauthorized access to your account. Omnistruct cannot, however, guarantee the absolute security of your account, User Data, your Content (as defined below), or the personal information you provide. Omnistruct cannot promise that our security measures will prevent third-party “hackers” from illegally accessing the Site or its contents. You will immediately notify Omnistruct of any unauthorized use or your account or password, or any other breach of security, and to accept all risks of unauthorized access to the User Data and any other information you provide to Omnistruct.

You understand that all information, data, text, software, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, available in connection with the Site are the sole responsibility of the person from whom the Content originated. This means that you, not Omnistruct, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Site. Omnistruct does not control or monitor the Content posted to the Site by others and does not guarantee its accuracy, integrity, or quality. Omnistruct will not be liable for any Content, including but not limited to any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available on the Site.

You will not use the Site to: (a) upload, post, email, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, an Omnistruct official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (e) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (f) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (g) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; and/or (i) intentionally or unintentionally violate any applicable local, state, national or international law. You will not access or attempt to access the Site or the Content through any automated means (including the use of any script, web crawler, robot, spider, or scraper), and you will not forge or manipulate identifiers in order to disguise the origin of any access or attempted access to the Site.

You acknowledge that Omnistruct may or may not pre-screen or monitor Content, but that Omnistruct and its designees will have the right (but not the obligation) in their sole discretion to pre-screen, monitor, refuse, or remove any Content that is available via the Site. Omnistruct and its designees may, but need not, remove any Content that violates these Terms or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of any Content available in connection with the Site, including any reliance on its accuracy, completeness, or usefulness.

Omnistruct may access, preserve, use, and disclose your User Data and Content if required to do so by law or if Omnistruct has a good-faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with any legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Omnistruct, its customers, Site users, and the public. Subject to the foregoing, Omnistruct will use reasonable efforts to maintain the confidentiality of your User Data.

The Site is for your personal use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell for any commercial purposes any portion of the Site, images or text from or derived from the Site, use of the Site, or access to the Site.

Except to the extent expressly permitted in these Terms or required by law on a non-excludable basis, you will not: (a) sub-license your right to access and use the Site; (b) permit any unauthorized person to access or use the Site; (c) use the Site to provide services to third parties; (d) republish or redistribute any content or material from the Site; or (e) make any alteration to the Site.

Content Submitted to the Site

Omnistruct does not claim ownership of Content you may submit to or make available for inclusion on the Site. However, you hereby grant Omnistruct a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate your Content to the extent reasonably required for the performance of Omnistruct’s obligations and the exercise of Omnistruct’s rights under these Terms, together with the right to sub-license these rights to its hosting, connectivity, and telecommunications service providers to the extent reasonably required for the performance of Omnistruct’s obligations and the exercise of Omnistruct’s rights under these Terms.

Rights. Nothing in this Agreement will operate to assign or transfer any intellectual property rights from Omnistruct to you or from you to Omnistruct. You exclusively own all right, title, and interest in and to your Content. Except for the rights expressly granted to you under these Terms, Omnistruct retains all right, title, and interest in and to the Site and the functionality it provides, including all related intellectual property rights inherent therein.

Suggestions. Omnistruct will have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the features, functionality or operation of the Site.

Residuals. Omnistruct will have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any Content that has been stripped of any unique identifiers in respect of a particular individual or company and that has been used by Omnistruct or the Site for analysis, like kind clustering and positive deviance analysis or other similar uses (“Residuals”).

Content Warranty. You warrant that you have the legal right to disclose all Content that you disclose to Omnistruct under or in connection with the Site or these Terms. You also warrant that use of your Content by Omnistruct in accordance with these Terms and the Residuals will not: (a) breach the provisions of any law, statute, or regulation; (b) infringe the intellectual property rights or other legal rights of any person; or (c) give rise to any cause of action against Omnistruct.

Links

The Site may provide, or third parties may provide, links to other Internet sites or resources. Because Omnistruct has no control over those sites and resources, Omnistruct is not responsible for their availability. Omnistruct does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from any other site or resource.

Proprietary Rights

The Site, any necessary software used in connection with the Site (if any), and any Content available on the Site may contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized by Omnistruct or the applicable third-party providers or advertisers, you will not modify, rent, lease, loan, sell, distribute, or create derivative works based on the Site, the software or Content available on the Site (other than Content that you may submit), in whole or in part.

Omnistruct grants you a personal, non-transferable, and non-exclusive right and license to access and use the Site; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Site. You will not access the Site by any means other than through the interface that is provided by Omnistruct for use in accessing the Site.

The term “Omnistruct,” the Omnistruct logo, and other Omnistruct logos and products and service names are the exclusive trademarks of, and are owned by, Omnistruct, Inc. You may not use or display those trademarks in any manner without Omnistruct’s prior written permission. Any third-party trademarks or service marks displayed on the Site are the property of their respective owners.

Omnistruct reserves all rights not expressly granted hereunder.

DMCA / Claims of Copyright Infringement

If you have reason to believe any part of the Content or the Site infringes the copyrights of others, please notify Omnistruct immediately by using the contact information provided below. It is our policy to investigate any allegations of copyright infringement brought to our attention. Omnistruct reserves the right in our sole discretion to immediately suspend and/or terminate access to any Site by any user who is alleged to have posted infringing materials or a link to infringing materials on the Site and to immediately remove or disable the allegedly infringing Content or link.

If you are the copyright owner (or are authorized to act on behalf of the copyright owner), please notify Omnistruct immediately if you believe that: (a) any Content displayed on the Site infringes your copyright; or (b) any link posted on the Site links to materials that infringe your copyright. As soon as Omnistruct receives your notice of claimed infringement, in the form described below, Omnistruct will promptly remove or disable access to the materials that are claimed to be infringing (or the subject of infringing activity). Your notice must be in writing and must include the following: a description of the copyrighted work you believe has been infringed (or if you believe multiple copyrighted works have been infringed, a representative list); a description of the material you believe is infringing or the subject of infringing activity, together with enough information to permit us to locate the material on the applicable Site; enough information to permit us to contact you, such as, your name, address, telephone number and, if available, e-mail address; a statement that you have a good faith belief that the allegedly infringing use of the material was not authorized by the owner of the exclusive right that is allegedly infringed (the “copyright owner”), an agent for the copyright owner, or by law; a statement that all of the information you have provided is accurate; and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner. Your notice must be signed (physically or electronically) and must be addressed as follows:

Omnistruct, Inc.
Copyright Infringement
2740 Fulton Ave #101-02
Sacramento, CA 95821

Cyber Compliance

All services are delivered with commercially reasonable efforts and no guarantees are given that you will achieve cyber compliance. Training videos, examples, and case studies do not represent a promise, legal attestation or guarantee of achieving cyber compliance. Efficacy depends wholly on the primary and secondary contacts that administratively use the web-based portal. The degree of regulatory compliance attestation and achievement will depend on many factors outside the control of Omnistruct, including comprehension, interpretation, the industry and markets you serve, actions taken to follow the written controls and corrective actions taken by you, Omnistruct and Omnistruct’s third-party technology vendors and service providers.



Omnistruct Disclaimer

Omnistruct offers no guarantees that you will achieve any results from your use of the services, the resources posted in our web-based portal, the corrective action plan recommendations Omnistruct may make, or the support ticket requests and their subsequent resolutions or attestations of checklists. All help desk tickets created and their subsequent cyber consultations offer no guarantees that you will not be compromised.

Assessments

Assessments resulting from services represent a moment in time and are constrained by human intervention. NO RISK REDUCTIONS, CYBER ATTACK PROTECTIONS OR CYBER COMPLIANCE GUARANTEES OF ANY KIND ARE OFFERED BY OMNISTRUCT IN CONNECTION WITH THE SERVICES OR THE SITE.

Third-Party Providers

Omnistruct products may include data and/or software from third parties. Omnistruct is in no way responsible for any third party content.

Third-party providers are third-party beneficiaries of Omnistruct’s rights and remedies under these Terms. You will comply with all applicable third-party provider terms. Those terms may be supplied to you within the Site or directly by the third-party provider. Omnistruct is required to provide our client contact details to our third-party providers to the extent that they need these details to enable them to execute their contractual responsibilities.

You must obtain all prior approval for control and redistribution of third-party provider data, software, or services. If a third-party provider ceases to make its service available to Omnistruct or requires Omnistruct to suspend or terminate the provision of all or any part of its services to you, or if Omnistruct terminates its arrangements with the third-party provider, then Omnistruct may suspend or terminate that part of its data or services immediately without notice or further obligation to you.

Except where you have entered into a relevant written agreement directly with a third-party provider, you have no contract with any third-party provider in respect of the supply or use of any third-party data or services. Third-party providers do not owe you any duty of care with respect to their data or services, nor do they accept any responsibility for them. If an implied contract or duty should be held to exist, Omnistruct, as agent for each third-party and solely for the purpose of the following exclusion, disclaims all liability of each third-party licensor for any losses that may arise under that implied contract or duty.

Third-party providers do not warrant that the provision of their data, software or services will be uninterrupted, error free, timely, complete, or accurate, nor do any of them make any warranties as to the results to be obtained from their use. Third-party data, software, or services do not constitute a recommendation of any kind and are provided for informational purposes only. Your use of third-party data, software, or services is at your own risk. Accordingly, the third-party providers will not in any way be liable to you or any other entity for any inaccuracies, errors, omissions, delays, damages, claims, liabilities, or losses, regardless of cause, in or arising from the use of the third-party data contained in Omnistruct’s services.


Compromise

You understand that the public Internet is inherently insecure and that any devices connected directly or indirectly to it are potentially reachable by sophisticated hackers and their tools. You also understand that all individuals, contractors, and third parties who interact with your internal systems will eventually lead to some type of external or internal compromise. The Site and the services are designed to prepare you for when a compromise occurs by establishing a security program with a central portal for artifacts, policies, documents, and actions that, through your business and awareness actions, can help prepare you to defend yourself under the NIST.IR 7621r1 open standards & guidelines. No Service Level Agreements are offered. An upgrade to Omnistruct Business or Enterprise Class Services will be necessary for any information security program professional services, formal compliance assessments attestations, or Service Level Guarantees.

Your Feedback

Omnistruct welcomes your comments, feedback, suggestions, and other communications regarding the Site and the information and services Omnistruct makes available through the Site (collectively, “Feedback”). While you are not obligated to provide Feedback, if you do so you hereby grant Omnistruct a worldwide, non-exclusive, transferrable, assignable, sub-licenseable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit such Feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. For this reason, Omnistruct asks that you not send Omnistruct any Feedback that you do not wish to license to us as set forth above.

Copyright and Intellectual Property

The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works and have been developed, compiled, prepared, revised, selected, and arranged by Omnistruct and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Omnistruct and its partners.  All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Site will, as between you and Omnistruct, at all times be and remain the sole and exclusive property of Omnistruct. 

The trademarks, logos, taglines, and service marks displayed on the Site (collectively, “Trademarks”) are registered and unregistered Trademarks of Omnistruct and its partners.  The Trademarks may not be used in any advertising or publicity, or otherwise to indicate Omnistruct’s sponsorship of or affiliation with any product, service, event, or organization without Omnistruct’s prior express written permission. Nothing on the Site should be read as granting any Trademark without the written permission of Omnistruct or the third party that owns the Trademarks. Omnistruct acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Site. Omnistruct reserves any rights not expressly granted herein. Other than as provided in these Terms, your use of the Trademarks, or any other Omnistruct content, is strictly prohibited. 

Disclaimer of Warranties and Liability

THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND CONTENT AVAILABLE ON THE SITE IS PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY. OMNISTRUCT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS DISCLAIM ALL WARRANTIES WITH REGARD TO THAT INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. OMNISTRUCT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (E) ANY ERRORS IN THE SITE WILL BE CORRECTED.

IN NO EVENT WILL OMNISTRUCT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (A) YOUR USE OR MISUSE OF THE SITE; (B) YOUR DEALINGS WITH ANY THIRD PARTY SERVICE PROVIDERS OR ADVERTISER AVAILABLE THROUGH THE SITE; (C) ANY DELAY OR INABILITY TO USE THE SITE EXPERIENCED BY YOU; (D) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR CONTENT OBTAINED THROUGH THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF OMNISTRUCT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THE ABOVE EXCLUSIONS DO NOT APPLY, IN NO EVENT WILL Omnistruct’s TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO OMNISTRUCT FOR USE OF THE SERVICE OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO OMNISTRUCT, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OMNISTRUCT AND YOU.

Indemnity

You will indemnify and hold Omnistruct, its subsidiaries, affiliates, officers, agents, representatives, employees, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit, or otherwise seek to make available through the Site, your use of the Site, the Content you post or seek to post on the Site, your connection to the Site, your violation of these Terms, or your violation of any rights of another person or entity.

Termination

Omnistruct may, under certain circumstances and without prior notice, immediately terminate your account and/or access to the Site. Cause for termination will include, but not be limited to: (a) breaches or violations of these Terms or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Site (or any portion of it); (e) unexpected technical or security issues or problems; (f) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with the Site. Termination of your account may include: (a) removal of access to all offerings within the Site; (b) deletion of your information, files and Content associated with or inside your account; and (c) barring of further use of the Site. All terminations for cause will be made in Omnistruct’s sole discretion. Omnistruct will not be liable to you or any third party for any termination of your account or access to the Site.

Applicable Laws

This Site is controlled by Omnistruct from its offices within the United States of America. Omnistruct makes no representation that the Content or the Site are appropriate or available for use in other locations, and access to them from territories where their content or use is illegal is prohibited. Those who choose to access this Site from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations. Any action related to the Site, the Content, or these Terms will be governed by California law and controlling U.S. federal law, without regard to its conflicts of laws principles. By accessing the Site you are agreeing to the exclusive jurisdiction and venue in the state and federal courts located in San Diego County, California, for any legal proceedings related to the Site or these Terms. If any or party to or beneficiary of these Terms brings any suit or action against another for relief, declaratory or otherwise, arising out of these Terms, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys’€™ fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one year after the claim or cause of action arose or be forever barred. The provisions in these Terms relating to Proprietary Rights, Claims of Infringement, Your Feedback, Disclaimer of Warranties and Liability, Indemnity, Applicable Laws and General will survive termination of your account and/or these Terms.

General

No joint venture, partnership, employment or agency relationship exists between you and Omnistruct as a result of these Terms or your use of the Site. These Terms, together with any written agreement signed by both you and Omnistruct, will constitute the entire agreement between you and Omnistruct with respect to your use of the Site. If there is a conflict between these Terms and the terms of any written agreement signed by both you and Omnistruct, the written agreement will prevail. Failure of Omnistruct to exercise or enforce any right or provision of these Terms will not constitute a waiver of that right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You will not assign, delegate, or otherwise transfer your account or your obligations under these Terms without the prior written consent of Omnistruct. Omnistruct has the right, in its sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third party contractors to fulfill its duties and obligations under these Terms and in connection with the Site. Omnistruct’s notice to you via email, regular mail or notices or links on the Site will constitute acceptable notice to you under these Terms. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based on or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Section titles and headings in these Terms are for convenience only and have no legal or contractual effect. Any rights not expressly granted herein are reserved.

Dispute Resolution

IMPORTANT NOTICE REGARDING ARBITRATION: BY USE OF THE SITE, YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND OMNISTRUCT THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT AND RATHER THAN VIA ANY CLASS OR REPRESENTATIVE ACTION. PLEASE CAREFULLY REVIEW IN FULL THIS “DISPUTE RESOLUTION” SECTION FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

Mandatory Arbitration of Disputes. Both you and Omnistruct each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Service, or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Omnistruct agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Omnistruct are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions and Opt-out. As limited exceptions to the mandatory arbitration provision: (1) you may seek to resolve a Dispute in small claims court if it qualifies; and (2) you and Omnistruct each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email or by regular mail within thirty (30) days following the date you first agree to these Terms.

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms of Use. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Omnistruct will pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If Omnistruct prevails in arbitration Omnistruct pay all of its attorneys’ fees and costs and won“€™t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Class Action Waiver. YOU AND OMNISTRUCT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this “Dispute Resolution” Section shall be null and void.

Effect of Changes on Arbitration. If Omnistruct changes any of the terms of this “Dispute Resolution” Section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Omnistruct in accordance with the terms of this “Dispute Resolution” Section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

Severability. With the exception of any of the provisions of these Terms of Use ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms of Use is invalid or unenforceable, the other parts of these Terms of Use will still apply.

Support and Questions

Omnistruct will provide support to you related to the Site via the following methods:

  • Website: https://compliance.omnistruct.com


Omnistruct strives to respond to support requests within 48 hours after the request is placed.

If you have any questions regarding these Terms, please contact us by email at [email protected]

Last revised September 13, 2019.

“© 2019 Omnistruct, Inc.


Additional Terms Applicable to Express Class and Business Class Users Only

Conflict with Other Terms and Conditions

To the extent that there is a conflict between the Terms set forth above in respect to all Users of the Site and the Terms set forth below in respect of Express Class and Business Class Users, the Terms set forth below will govern.

Express Class Users.

Express Class Users of the Site will receive the following:

Basic Training Security Model

WISP based on 7621r1

Corrective Action Plan

Ticket Based Support

Dark Web Monitoring (Optional)

$250k Insurance Policy covering a breach (Optional)

Partially verified NIST Compliance Score

Annual Data Privacy Risk Assessment

Artifact Tracking to Prove Compliance

Contract tracking

5 Artifacts Verified Monthly


Business Class

Business Class Users of the Site will receive the following:

Upgraded Training Security Models To Include PCI

WISP Based On 7621r1

Corrective Action Plan

Ticket Based Support

Dark Web Monitoring

250k Insurance Policy For When A Breach Occurs

Verified NIST Compliance Score

Annual Data Privacy Risk Assessment

Artifact Tracking To Prove Compliance

Contract And Contact Tracking

Customer And Supply Chain Risk Sharing

Up To 1 Hour Monthly Meeting To Cover Needed Changes,

Reminders, Preparedness

Incident Reporting

Monthly Security Newsletter

External Vulnerability Testing

Internal Domain Testing


Payments

If you choose to become an Express Class or Business Class User of the Omnistruct Site, you must designate and provide information about your preferred payment method (“Payment Method”). You may change to a different Payment Method or update your information by visiting your “Account” page or by contacting us by email at [email protected]. You will immediately be charged for your membership fees after you click “Submit” on the confirmation page and your account will be activated to “Omnistruct Member” status. You agree to pay all membership fees and other charges incurred in connection with your username and password for your Omnistruct account.

Fees and Renewals

You may elect to pay membership fees monthly or annually. Membership fees are payable in advance. Membership fees will be billed automatically to your Payment Method at the start of the monthly or annual period, as applicable, and will auto-renew until your membership is terminated. Renewal membership fees will be the same as your initial fees unless you are otherwise notified in advance. You authorize Omnistruct to charge your Payment Method for the appropriate membership charges and fees and for any other purchases you elect to make via the Site. Omnistruct may increase membership fees or institute new fees at any time on reasonable notice posted in advance on the Site. Members changing from monthly to annual memberships will have the annual rates take effect at the beginning of the next billing date. If you upgrade your Membership or add new categories of service to your account, the changes may result in a new billing date effective on the date you elect the upgrade or addition. ALL PURCHASES ARE FINAL AND NO REFUND WILL BE GIVEN FOR UNUSED PORTIONS OF YOUR INITIAL OR ANY RENEWAL MEMBERSHIP PERIOD.

Cancellation

You may cancel your Membership by visiting your “Account” page and selecting “Downgrade” or by contacting us at [email protected] The cancellation of a membership will go into effect at the end of your current billing cycle, and you will have the same level of access to the Site through the remainder of that billing cycle. When your Membership ends, your account will enter “Omnistruct Free” mode. No refunds or credits will be provided by Omnistruct on cancellation. You can renew your subscription at anytime without opening a new account, provided that additional fees may apply if you decide to upgrade to Membership at a later date.



Customer acknowledges that “channel partner” is not in any way involved in the business of insurance and that all insurance related questions are to be addressed to the insurance carrier.” The broker for this coverage is Parassure, Inc and the insurance provider is Axis, Inc. Omnistruct Inc is providing billing services only for the transaction.