Terms & Conditions

TERMS OF SERVICE

Effective Date: 1 January 2025
Last Updated: 20 May 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between Omnixis Artificial Intelligence Developing LLC, license number 1467676, a company organized under the laws of the United Arab Emirates, with its registered office at Parklane Tower, Business Bay, Dubai, United Arab Emirates (“Omnixis”, “Company”, “we”, “us”, or “our”), and the individual or legal entity accessing or using the Services (“Customer”, “you”, or “your”).

By clicking “I Agree,” creating an account, signing an Order Form, accessing, or using the Services, Customer agrees to be bound by these Terms.

If you access or use the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity.

If Customer does not agree to these Terms, Customer must not access or use the Services.

1. Incorporated Policies and Contract Hierarchy

These Terms incorporate by reference, as applicable:

  • Omnixis’ Privacy Policy;

  • Cookie Policy;

  • Acceptable Use Policy;

  • Data Processing Addendum, if applicable;

  • Order Form;

  • subscription plan terms;

  • pricing page;

  • any signed enterprise agreement.

In case of conflict, the following order shall apply:

  1. signed enterprise agreement;

  2. signed Order Form;

  3. Data Processing Addendum;

  4. these Terms;

  5. Privacy Policy;

  6. Acceptable Use Policy;

  7. pricing page or website materials.

No marketing material, demo, website statement, presentation, or sales communication modifies these Terms unless expressly incorporated in a written agreement signed by Omnixis.

2. Definitions

“Affiliate” means any entity controlling, controlled by, or under common control with a party.

“AI Output” means any transcript, recommendation, generated communication, synthesized voice, automation result, response, analysis, workflow output, lead classification, sentiment analysis, scheduling output, or other output generated through the Services.

“Applicable Laws” means all applicable federal, state, local, foreign, and international laws, rules, regulations, regulatory guidance, industry standards, sanctions laws, export control laws, telecom laws, consumer protection laws, privacy laws, data protection laws, marketing laws, anti-spam laws, recording laws, biometric laws, and artificial intelligence laws.

“Biometric Data” means voiceprints, voice identifiers, biometric identifiers, biometric information, and similar data regulated under Applicable Laws.

“Completed Conversation” means a successfully connected and completed interaction through the Services as determined solely by Omnixis’ internal analytics, logs, and systems.

“Customer Data” means all data, records, scripts, prompts, uploads, contact lists, phone numbers, CRM data, recordings, transcripts, metadata, voice samples, communications, configuration data, and other materials submitted, uploaded, transmitted, or processed by Customer through the Services.

“Documentation” means manuals, policies, onboarding materials, technical documentation, implementation guidance, usage instructions, or other materials provided by Omnixis.

“Free Trial” means any free, promotional, test, pilot, demo, limited-access, or trial access to the Services.

“Order Form” means an online checkout page, subscription selection, written order, quote, invoice, statement of work, or enterprise ordering document accepted by Omnixis.

“Services” means Omnixis’ AI-powered communication, automation, telephony, voice synthesis, transcription, analytics, CRM integration, APIs, workflows, dashboards, scheduling, campaign management, and related software services.

“Subscription Term” means the billing period selected by Customer, including monthly or annual subscription periods.

“Third-Party Services” means third-party platforms, infrastructure, providers, software, APIs, telecom carriers, cloud providers, AI providers, payment processors, hosting providers, messaging providers, CRM integrations, or communication services used with or supporting the Services, including Stripe, Twilio, OpenAI, telecom carriers, and cloud providers.

3. Nature of the Services

Omnixis provides software and AI-powered communication tools only.

Omnixis is not:

  • a telecommunications carrier;

  • a common carrier;

  • a call center;

  • a marketing agency;

  • a debt collection agency;

  • a legal advisor;

  • a compliance advisor;

  • a tax advisor;

  • a healthcare provider;

  • a financial advisor;

  • an investment advisor;

  • an employment advisor;

  • a regulated telecom operator, unless expressly stated in a signed agreement.

Customer remains solely responsible for:

  • campaigns;

  • call lists;

  • contact lists;

  • scripts;

  • call recordings;

  • marketing messages;

  • disclosures;

  • consents;

  • outreach practices;

  • sales follow-up;

  • appointment attendance;

  • closing prospects;

  • customer communications;

  • regulatory compliance;

  • business decisions;

  • AI deployment decisions.

Omnixis will use commercially reasonable efforts to provide the Services, subject to these Terms.

4. Business Use; Eligibility

The Services are intended primarily for business and commercial use.

Customer represents and warrants that:

  • Customer is at least eighteen (18) years old;

  • Customer has authority to enter into these Terms;

  • Customer will use the Services only for lawful business purposes;

  • Customer is not located in, organized under the laws of, or ordinarily resident in a restricted or sanctioned jurisdiction;

  • Customer is not listed on any sanctions, denied party, restricted party, or blocked persons list.

Omnixis may reject, suspend, or terminate any account in its sole discretion.

5. Account Registration and Security

Customer must provide accurate, complete, and current account information.

Customer is responsible for:

  • maintaining account security;

  • protecting passwords, API keys, and credentials;

  • all activity under Customer’s account;

  • all acts and omissions of employees, contractors, agents, affiliates, clients, agencies, representatives, and end users using the account.

Customer shall not share credentials or permit unauthorized access.

Omnixis may require identity, business, payment, fraud, sanctions, telecom, or compliance verification at any time.

Omnixis may refuse disposable email addresses or suspicious account registrations.

6. Subscriptions, Plans, and Auto-Renewal

6.1 Subscription Plans

Services are provided under applicable subscription plans, pricing pages, Order Forms, or enterprise agreements.

Omnixis may modify, replace, discontinue, or change:

  • plans;

  • features;

  • included usage;

  • overage rates;

  • pricing;

  • limits;

  • dashboards;

  • integrations;

  • voices;

  • AI providers;

  • telecom providers;

  • APIs;

  • support levels.

Omnixis will provide notice where required by Applicable Laws.

Unless expressly stated otherwise, unused minutes, credits, usage allowances, or promotional credits expire at the end of the applicable billing cycle and do not roll over.

6.2 Auto-Renewal

All subscriptions automatically renew at the end of each Subscription Term unless canceled before renewal.

By subscribing, Customer expressly authorizes Omnixis and its payment processors to automatically charge Customer’s payment method for:

  • recurring subscription fees;

  • overage fees;

  • usage-based charges;

  • additional numbers;

  • add-ons;

  • taxes;

  • telecom-related charges;

  • other applicable charges.

Customer may cancel through the billing portal or any other cancellation method made available by Omnixis.

Cancellation takes effect at the end of the then-current billing cycle.

Customer remains responsible for all charges incurred before cancellation takes effect.

6.3 Free Trials

Omnixis may offer Free Trials.

Free Trials may include limited usage, temporary phone numbers, AI minutes, calling minutes, or other usage allowances determined by Omnixis.

Unless canceled before the Free Trial ends, Customer authorizes Omnixis to automatically charge the selected subscription plan.

Omnixis may terminate, limit, or modify Free Trials at any time.

Free Trials are not eligible for the Performance Guarantee Program unless expressly approved in writing by Omnixis.

6.4 Overage Billing

If Customer exceeds included usage, Customer authorizes Omnixis to continue providing Services on a pay-as-you-go or overage basis and to automatically charge applicable overage rates.

Usage calculations, including minutes, calls, Completed Conversations, AI usage, transcription usage, phone number usage, storage, or other metrics, shall be determined exclusively by Omnixis’ internal systems.

Omnixis may send courtesy notifications regarding overages, but failure to send or receive such notice does not waive Customer’s obligation to pay.

6.5 Payment Processing

Payments may be processed by Stripe or other third-party payment processors.

Customer authorizes Omnixis and its payment processors to:

  • store payment methods;

  • process recurring charges;

  • process overage charges;

  • retry failed payments;

  • conduct fraud checks;

  • verify payment information.

Omnixis is not responsible for payment processor outages, errors, holds, declines, fraud reviews, or processing delays.

6.6 Taxes

Fees are exclusive of taxes unless expressly stated otherwise.

Customer is responsible for all applicable:

  • VAT;

  • sales tax;

  • use tax;

  • GST;

  • telecom taxes;

  • communication taxes;

  • withholding taxes;

  • duties;

  • levies;

  • government assessments;

  • regulatory fees.

Omnixis may collect taxes where required.

Customer may not withhold amounts from payments unless required by law. If withholding is required, Customer shall gross up payments so Omnixis receives the full amount invoiced, except for taxes based on Omnixis’ net income.

6.7 Payment Failure and Collections

If payment fails or becomes overdue, Omnixis may:

  • retry payment;

  • suspend Services;

  • restrict access;

  • disable campaigns;

  • pause numbers;

  • terminate the account;

  • refer amounts to collections;

  • recover collection costs, legal fees, and expenses.

Late amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower.

6.8 No Refunds

Refunds may be includedExcept where prohibited by Applicable Laws, all fees are non-refundable and non-cancelable during the active billing cycle.

Refunds, credits, or fee waivers are granted solely at Omnixis’ discretion unless expressly required by law or expressly provided under Section 39.

6.9 Chargebacks

Customer shall not initiate chargebacks, payment reversals, or payment disputes without first using Omnixis’ billing dispute process.

Improper chargebacks may result in suspension, termination, collection action, and loss of eligibility for promotions, credits, or guarantees.

7. Phone Numbers and Telecom Resources

Omnixis may assign phone numbers to Customer.

Unless expressly agreed otherwise:

  • Omnixis retains ownership or control of assigned numbers;

  • Customer receives only temporary, revocable usage rights;

  • Customer obtains no ownership, property, or portability rights in Omnixis-assigned numbers.

Omnixis may reassign, replace, suspend, disable, release, recycle, or remove phone numbers at any time.

Customer may connect its own phone numbers where supported. Customer remains solely responsible for Customer-provided numbers, including lawful ownership, registration, portability, consent, carrier compliance, campaign registration, brand registration, and telecom compliance.

Omnixis does not guarantee:

  • number availability;

  • number portability;

  • caller ID display;

  • reputation;

  • deliverability;

  • STIR/SHAKEN treatment;

  • carrier acceptance;

  • uninterrupted number functionality.

8. APIs and Integrations

Omnixis may provide API or integration access.

Omnixis may at any time:

  • impose rate limits;

  • throttle requests;

  • revoke keys;

  • rotate credentials;

  • modify endpoints;

  • suspend integrations;

  • disable access;

  • change documentation;

  • require additional security measures.

Customer shall not:

  • scrape;

  • reverse engineer;

  • benchmark;

  • extract models;

  • bypass limits;

  • interfere with systems;

  • use APIs for competitive analysis;

  • access the Services as a competitor without written approval.

9. Customer Compliance Obligations

Customer is solely responsible for complying with all Applicable Laws, including:

  • TCPA;

  • TSR;

  • FCC rules;

  • FTC rules;

  • CAN-SPAM;

  • state telemarketing laws;

  • state recording laws;

  • DNC laws;

  • BIPA and biometric privacy laws;

  • CCPA and CPRA;

  • UK GDPR;

  • GDPR;

  • PECR;

  • UAE PDPL;

  • TDRA rules;

  • consumer protection laws;

  • sanctions and export control laws.

Customer warrants that it has obtained all required:

  • prior express consent;

  • prior express written consent;

  • opt-ins;

  • marketing permissions;

  • recording consents;

  • AI disclosures;

  • biometric consents;

  • privacy notices;

  • DNC scrubbing;

  • call disclosures;

  • data processing rights.

US telemarketing obligations are heavily regulated, including FTC TSR rules regarding disclosures, misrepresentations, DNC compliance, and recordkeeping, so Customer must maintain compliance records independently.  

10. Customer Recordkeeping and Audit Rights

Customer shall maintain accurate records sufficient to prove compliance, including:

  • consent logs;

  • opt-in records;

  • lead source records;

  • call disclosures;

  • DNC suppression records;

  • campaign records;

  • script versions;

  • recording consent evidence;

  • privacy notices;

  • appointment records.

Upon request, Customer shall promptly provide evidence of compliance.

Omnixis may audit, review, or request records if it suspects abuse, legal risk, carrier risk, fraud, non-compliance, reputational risk, or regulatory exposure.

Failure to provide requested evidence may result in suspension or termination.

11. Prohibited Uses

Customer shall not use the Services for:

  • unlawful robocalling;

  • spam;

  • phishing;

  • scams;

  • fraud;

  • harassment;

  • stalking;

  • deceptive impersonation;

  • unauthorized voice cloning;

  • deepfakes;

  • political misinformation;

  • election interference;

  • unlawful debt collection;

  • illegal lead generation;

  • unlawful surveillance;

  • illegal biometric processing;

  • discriminatory conduct;

  • sanctions violations;

  • unlawful scraping;

  • abusive automation;

  • malware;

  • credential theft;

  • child exploitation;

  • human trafficking;

  • unlawful gambling;

  • regulated weapons activity;

  • emergency services;

  • 911 services;

  • life-critical systems;

  • aviation systems;

  • nuclear systems;

  • autonomous weapons;

  • critical infrastructure misuse.

Omnixis may determine whether use violates this section in its sole discretion.

12. High-Risk Industries and Regulated Uses

Customer may use the Services in regulated industries only at Customer’s sole risk.

Customer is solely responsible for industry-specific compliance in sectors including:

  • healthcare;

  • finance;

  • insurance;

  • legal services;

  • employment;

  • debt collection;

  • real estate;

  • political communications;

  • education;

  • government contracting.

Omnixis does not represent that the Services are compliant with HIPAA, FINRA, SEC rules, FDCPA, FCA rules, or any industry-specific regime unless expressly agreed in a signed enterprise agreement.

13. Recordings and Monitoring

Customer is solely responsible for compliance with all recording, wiretapping, eavesdropping, interception, call monitoring, and consent laws.

Recording laws vary by jurisdiction and may require one-party or all-party consent.

Customer shall not use the Services to record, monitor, transcribe, or analyze communications unless legally permitted.

Omnixis does not provide legal advice regarding recording legality.

14. Biometric Data and Voice Synthesis

Customer represents and warrants that all required consents, notices, releases, and authorizations have been obtained for any Biometric Data, voice data, voice samples, recordings, or synthetic voice use.

Customer shall not:

  • clone a voice without authorization;

  • impersonate any person unlawfully;

  • violate publicity rights;

  • violate personality rights;

  • create deceptive synthetic identities.

Omnixis may provide standard voice synthesis options. Customer may not upload, create, or use unauthorized voices.

Omnixis disclaims liability for BIPA, biometric privacy, publicity rights, voice rights, likeness rights, and related claims arising from Customer use.

15. AI Output Disclaimer

Customer acknowledges that AI systems may:

  • hallucinate;

  • generate inaccurate information;

  • misunderstand context;

  • generate offensive or misleading content;

  • produce non-unique outputs;

  • misclassify leads;

  • generate inaccurate sentiment analysis;

  • make scheduling errors;

  • provide incorrect summaries;

  • fail to detect emotional or legal context.

AI Output is provided “as is” and “as available.”

Customer must independently verify all AI Outputs before relying on them.

Customer is solely responsible for decisions made based on AI Output.

16. No Professional Advice

The Services do not provide legal, tax, accounting, healthcare, medical, financial, investment, employment, telecom compliance, or regulatory advice.

Customer must obtain independent professional advice where required.

17. No Guarantee of Business Results

Except as expressly provided in Section 39, Omnixis does not guarantee:

  • revenue;

  • sales;

  • closed deals;

  • profitability;

  • conversions;

  • appointment attendance;

  • customer behavior;

  • answer rates;

  • deliverability;

  • campaign performance;

  • business growth;

  • return on investment.

Customer is solely responsible for sales execution, follow-up, closing, customer handling, and business operations.

18. Third-Party Services

The Services may depend on Third-Party Services.

Omnixis is not responsible for:

  • outages;

  • failures;

  • delays;

  • data loss;

  • API changes;

  • telecom disruptions;

  • AI provider changes;

  • model changes;

  • voice provider changes;

  • cloud failures;

  • payment processor failures;

  • CRM integration issues;

  • third-party security incidents.

Third-Party Services may change, suspend, discontinue, or restrict features at any time.

19. Carrier Filtering and Telecom Restrictions

Customer acknowledges that telecom carriers, mobile operators, messaging providers, spam filters, reputation systems, and regulators may block, label, filter, throttle, restrict, reject, or degrade communications.

Omnixis does not guarantee:

  • deliverability;

  • caller ID display;

  • carrier acceptance;

  • STIR/SHAKEN treatment;

  • spam label avoidance;

  • answer rates;

  • routing quality;

  • message delivery.

20. Customer Data

Customer retains ownership of Customer Data.

Customer grants Omnixis a worldwide, non-exclusive, royalty-free license to host, process, store, transmit, analyze, reproduce, display, and use Customer Data solely as necessary to provide, secure, improve, support, and operate the Services.

Customer represents and warrants that it has all rights required to provide Customer Data to Omnixis.

Customer shall not upload unlawful, infringing, unauthorized, misleading, or harmful data.

21. AI Training and Aggregated Data

Omnixis shall not train generalized AI models on Customer Data unless Customer expressly opts in or separately agrees in writing.

Omnixis may use anonymized, aggregated, de-identified, and telemetry data for:

  • analytics;

  • security;

  • fraud prevention;

  • abuse detection;

  • service optimization;

  • operational improvement;

  • benchmarking of system performance.

Such data shall not identify Customer or individuals where commercially reasonable.

22. Data Retention, Deletion, and Export

Omnixis does not guarantee permanent retention of recordings, transcripts, logs, analytics, AI Outputs, or Customer Data.

Retention periods may vary by plan, feature, region, system, operational need, or enterprise agreement.

Customer is responsible for exporting and backing up Customer Data.

Upon termination, Customer may have up to fourteen (14) days to export available Customer Data unless access is suspended for breach, fraud, abuse, security risk, non-payment, or legal reasons.

Omnixis may delete Customer Data after such period.

Deleted data may persist temporarily in backups, archives, logs, or disaster recovery systems.

Exports will be provided, if available, in commercially reasonable formats determined by Omnixis.

23. Security

Omnixis implements commercially reasonable technical and organizational safeguards.

However:

  • no system is completely secure;

  • no transmission is completely secure;

  • no AI or telecom system is error-free;

  • Third-Party Services may fail or be compromised.

Customer is responsible for securing its own systems, credentials, integrations, devices, and users.

24. Confidentiality

Each party shall protect the other party’s Confidential Information using reasonable care.

Confidential Information includes:

  • business information;

  • pricing;

  • technical information;

  • workflows;

  • scripts;

  • recordings;

  • customer lists;

  • product plans;

  • security information;

  • non-public documentation.

Confidentiality obligations do not apply to information that is public, independently developed, lawfully obtained from a third party, or required to be disclosed by law.

25. Intellectual Property

Omnixis retains all rights, title, and interest in:

  • software;

  • AI orchestration;

  • systems;

  • models;

  • prompts created by Omnixis;

  • interfaces;

  • APIs;

  • workflows;

  • documentation;

  • analytics;

  • infrastructure;

  • improvements;

  • trademarks;

  • know-how.

Customer retains ownership of Customer Data and AI Outputs to the extent permitted by Applicable Laws.

No rights transfer except as expressly stated.

Customer shall not copy, modify, reverse engineer, decompile, disassemble, replicate, resell, or create derivative works from the Services except as expressly permitted.

26. Acceptable Use Enforcement

Omnixis may, with or without notice:

  • suspend accounts;

  • throttle traffic;

  • disable campaigns;

  • disable voices;

  • remove content;

  • block usage;

  • restrict countries;

  • disable numbers;

  • revoke API access;

  • terminate access;

  • report abuse;

  • cooperate with regulators, carriers, law enforcement, or courts.

Omnixis may take such action where it determines there is legal, regulatory, security, carrier, fraud, reputational, operational, abuse, or compliance risk.

27. Support

Omnixis may provide support through email, dashboard, chat, or other channels.

Support availability, response times, and service levels may vary by plan.

Unless expressly stated in a signed enterprise agreement, Omnixis does not guarantee response times, resolution times, or support availability.

Enterprise support terms may be set out in a separate agreement.

28. Service Changes

Omnixis may modify, replace, remove, suspend, discontinue, or limit any feature, integration, voice, AI model, provider, workflow, API, dashboard, number, support channel, or functionality at any time.

Omnixis is not liable for any modification, discontinuation, or loss of access to any feature or Third-Party Service.

29. Beta Features

Beta, preview, experimental, pilot, or early-access features are provided “as is,” without warranties, support commitments, uptime commitments, or continued availability.

Omnixis may modify or discontinue beta features at any time.

30. Publicity Rights

Unless otherwise agreed in writing, Omnixis may identify Customer as a customer in:

  • customer lists;

  • website materials;

  • investor materials;

  • marketing materials;

  • case studies;

  • presentations.

Customer may withdraw logo use permission by written notice, but Omnixis may continue using materials already produced for a commercially reasonable period.

31. DMCA and IP Complaints

Omnixis may remove or restrict content alleged to infringe intellectual property rights.

Repeat infringers may be suspended or terminated.

IP complaints should be sent to legal@omnixis.ai and include:

  • complainant name and contact details;

  • identification of the allegedly infringed work;

  • identification of the allegedly infringing material;

  • a statement of good-faith belief;

  • a statement of accuracy;

  • an authorized signature.

32. No Resale or White Label

Customer shall not resell, sublicense, white-label, distribute, make available, or commercially exploit the Services for third parties without Omnixis’ prior written approval.

If Customer uses the Services for its clients, Customer remains fully responsible for all client activity, claims, data, campaigns, and compliance.

33. Customer Warranties

Customer represents and warrants that:

  • Customer Data is lawful;

  • Customer has all required rights and consents;

  • Customer’s use will comply with Applicable Laws;

  • Customer will not use the Services for prohibited purposes;

  • Customer will maintain required compliance records;

  • Customer will not misrepresent Omnixis’ services;

  • Customer will not claim Omnixis guarantees legal compliance;

  • Customer will not make unauthorized representations on Omnixis’ behalf.

34. Disclaimers

To the maximum extent permitted by law, the Services are provided “as is” and “as available.”

Omnixis disclaims all warranties, express, implied, statutory, or otherwise, including:

  • merchantability;

  • fitness for a particular purpose;

  • non-infringement;

  • accuracy;

  • reliability;

  • uptime;

  • uninterrupted access;

  • security;

  • deliverability;

  • error-free operation;

  • compliance suitability;

  • business performance;

  • campaign results.

35. Limitation of Liability

To the maximum extent permitted by law, Omnixis shall not be liable for:

  • indirect damages;

  • incidental damages;

  • special damages;

  • consequential damages;

  • exemplary damages;

  • punitive damages;

  • lost profits;

  • lost revenue;

  • lost data;

  • loss of goodwill;

  • reputational harm;

  • business interruption;

  • replacement services;

  • regulatory fines;

  • government penalties;

  • TCPA claims;

  • TSR claims;

  • BIPA claims;

  • privacy claims;

  • telecom claims;

  • class action damages;

  • mass action damages;

  • chargebacks;

  • customer sales failures.

For Free Trial users, Omnixis’ total aggregate liability shall not exceed USD 100.

For paid Customers, Omnixis’ total aggregate liability shall not exceed the fees paid by Customer to Omnixis during the twelve (12) months preceding the event giving rise to the claim.

The limitations apply regardless of legal theory, including contract, tort, negligence, strict liability, statute, or otherwise.

36. Customer Indemnification

Customer shall defend, indemnify, and hold harmless Omnixis, its affiliates, officers, directors, employees, contractors, agents, licensors, providers, and representatives from and against all claims, demands, investigations, damages, liabilities, penalties, fines, settlements, costs, and expenses, including legal fees, arising from or relating to:

  • Customer Data;

  • Customer campaigns;

  • Customer scripts;

  • Customer leads;

  • Customer communications;

  • Customer use of the Services;

  • unlawful outreach;

  • TCPA violations;

  • TSR violations;

  • DNC violations;

  • BIPA violations;

  • privacy violations;

  • recording violations;

  • biometric claims;

  • spam claims;

  • telecom claims;

  • deceptive marketing;

  • fraud;

  • sanctions violations;

  • Customer’s clients or end users;

  • Customer’s breach of these Terms;

  • Customer’s breach of Applicable Laws.

Customer’s duty to defend applies immediately upon request by Omnixis.

Omnixis may control its own defense at Customer’s expense where Omnixis determines that Customer’s defense is inadequate or creates risk.

37. No Reliance; No Oral Modification

Customer acknowledges that it has not relied on any statement, representation, promise, forecast, projection, demo, marketing material, sales discussion, or onboarding guidance except as expressly stated in these Terms or a signed agreement.

No employee, contractor, sales representative, affiliate, or agent of Omnixis may modify these Terms, expand any guarantee, waive any requirement, or create binding commitments unless documented in writing and signed by Omnixis.

38. Force Majeure

Omnixis shall not be liable for delay or failure caused by events beyond its reasonable control, including:

  • war;

  • terrorism;

  • sanctions;

  • cyberattacks;

  • internet failures;

  • telecom failures;

  • carrier outages;

  • cloud outages;

  • AI provider outages;

  • payment processor failures;

  • government actions;

  • labor disputes;

  • epidemics;

  • natural disasters;

  • regulatory restrictions;

  • force majeure events affecting Third-Party Services.

39. Performance Guarantee Program

39.1 Promotional Nature

The “No Results, No Pay Guarantee” and any related statement, including “a minimum of 5 booked appointments in your first week,” “a 200% increase in appointment rates within 14 days,” or “if we don’t deliver, you don’t pay” (collectively, the “Guarantee Program”), is a limited promotional program subject strictly to this Section 39.

The Guarantee Program:

  • is promotional in nature;

  • is not insurance;

  • is not a performance bond;

  • is not a guarantee of commercial success;

  • is not available to all Customers;

  • is subject to verification;

  • may require manual review;

  • may be modified, suspended, or terminated at any time;

  • is void where prohibited by law.

Omnixis will use commercially reasonable efforts to assist eligible Customers in achieving campaign objectives, but all eligibility, measurement, and remedy rights are governed exclusively by this Section 39.

39.2 Strict Eligibility Requirements

Customer qualifies for the Guarantee Program only if all requirements below are continuously satisfied throughout the applicable evaluation period:

  1. Customer has an active paid subscription in good standing.

  2. Customer has no overdue amounts, chargebacks, payment disputes, fraud flags, or billing issues.

  3. Customer completed onboarding within three (3) calendar days of signup or within another timeframe approved by Omnixis.

  4. Customer completed CRM setup, campaign setup, number setup, script approval, compliance review, and all required configurations.

  5. Customer used only Omnixis-approved scripts, workflows, campaign settings, and configurations.

  6. Customer did not materially modify campaigns without written approval.

  7. Customer provided sufficient lead volume as determined by Omnixis.

  8. Customer provided lawful, accurate, permission-based, commercially reasonable, and non-fraudulent lead data.

  9. Customer complied with all Applicable Laws.

  10. Customer maintained required consent records and campaign records.

  11. Customer responded to Omnixis requests within twenty-four (24) hours.

  12. Customer implemented Omnixis’ optimization recommendations.

  13. Customer did not pause, interfere with, alter, disable, or disrupt campaigns.

  14. Customer did not simultaneously test competing systems in a way that impairs attribution.

  15. Customer did not manipulate analytics, leads, appointments, outcomes, or records.

  16. Customer did not breach these Terms.

Failure to satisfy any requirement voids eligibility immediately.

39.3 Booked Appointment Definition

A “Booked Appointment” or “Qualified Appointment” means an appointment that:

  • is scheduled through Omnixis-tracked systems;

  • involves a legitimate third-party business prospect;

  • is independently verifiable by Omnixis;

  • is attributable to Omnixis as determined by Omnixis;

  • satisfies Customer’s ideal customer profile approved by Omnixis;

  • is not duplicate;

  • is not fraudulent;

  • is not self-booked;

  • is not generated by Customer personnel, affiliates, contractors, agents, friends, related parties, or existing customers unless approved by Omnixis;

  • is not canceled within twenty-four (24) hours of booking;

  • is not a no-show;

  • is not generated through abuse, manipulation, or artificial activity.

Omnixis’ internal logs, analytics, tracking systems, and records shall control in any dispute.

39.4 First Week Definition

“First Week” means the first seven (7) consecutive calendar days beginning only after Omnixis confirms:

  • onboarding completion;

  • campaign activation;

  • script approval;

  • number activation;

  • compliance approval;

  • operational launch.

Delays caused by Customer, telecom providers, Third-Party Services, compliance review, integration issues, or external systems shall toll or extend the evaluation period.

39.5 Appointment Rate Definition

“Appointment Rate” means the ratio of Qualified Appointments to eligible Completed Conversations or another performance metric selected by Omnixis, calculated exclusively using Omnixis internal analytics.

39.6 200% Increase Calculation

The “200% increase in appointment rates within 14 days” shall be measured solely by Omnixis using:

  • Omnixis internal analytics;

  • Customer-provided historical baseline data;

  • comparable campaign periods;

  • comparable campaign conditions;

  • comparable lead quality;

  • comparable geography;

  • comparable offer;

  • comparable sales process.

Customer must provide at least thirty (30) days of prior campaign performance data acceptable to Omnixis.

If Omnixis determines that baseline data is insufficient, unreliable, incomplete, manipulated, incomparable, or attribution is unclear, the 200% increase metric shall not apply.

Performance examples and promotional metrics are illustrative and may vary materially.

39.7 Excluded Factors

The Guarantee Program does not apply to performance issues arising from:

  • carrier blocking;

  • spam filtering;

  • STIR/SHAKEN restrictions;

  • telecom restrictions;

  • poor lead quality;

  • insufficient lead volume;

  • invalid numbers;

  • purchased spam databases;

  • low answer rates;

  • poor customer offer;

  • poor customer reputation;

  • poor customer sales process;

  • customer delays;

  • customer non-responsiveness;

  • customer CRM failures;

  • customer domain or phone reputation;

  • unclear attribution;

  • simultaneous campaigns;

  • third-party outages;

  • Twilio outages;

  • OpenAI outages;

  • internet outages;

  • force majeure;

  • legal restrictions;

  • regulatory restrictions;

  • DNC restrictions;

  • consent deficiencies;

  • seasonal conditions;

  • economic conditions.

39.8 Claim Procedure

To request review under the Guarantee Program, Customer must submit a written claim to legal@omnixis.ai within seven (7) calendar days after the applicable evaluation period.

Customer must provide all evidence requested by Omnixis.

Failure to submit a timely claim constitutes irrevocable waiver.

Customer may not initiate a chargeback or payment dispute relating to the Guarantee Program unless Customer first completes this claim procedure.

39.9 Investigation Rights

Omnixis may investigate:

  • campaign activity;

  • lead quality;

  • CRM records;

  • call logs;

  • recordings;

  • transcripts;

  • appointment records;

  • compliance records;

  • Customer conduct;

  • attribution;

  • abuse;

  • fraud.

Customer shall cooperate fully.

Failure to cooperate voids eligibility.

39.10 Sole Discretion

All determinations regarding eligibility, qualification, appointment validity, compliance, abuse, baseline data, calculations, attribution, and remedies shall be made exclusively by Omnixis in its sole discretion.

39.11 Exclusive Remedies

If Omnixis determines in its sole discretion that Customer qualifies and the Guarantee Program was not satisfied, Customer’s sole and exclusive remedy shall be one or more of the following, selected exclusively by Omnixis:

  • service credits;

  • additional usage minutes;

  • service extension;

  • campaign optimization;

  • partial fee waiver.

No cash refund, damages, lost profits, consequential damages, regulatory damages, business interruption damages, or other monetary compensation shall be available unless expressly approved in writing by Omnixis.

39.12 Additional Restrictions

The Guarantee Program:

  • applies only once per Customer organization;

  • is non-transferable;

  • may not be combined with other promotions;

  • does not apply to Free Trials;

  • does not apply to suspended accounts;

  • does not apply to accounts in breach;

  • does not apply to downstream clients;

  • does not create rights for third parties.

Only the direct contracting Customer may request review.

39.13 No Guarantee of Revenue or Human Behavior

The Guarantee Program does not guarantee:

  • revenue;

  • closed deals;

  • sales;

  • profit;

  • prospect attendance beyond the Qualified Appointment definition;

  • human behavior;

  • customer follow-up;

  • customer sales performance;

  • market response.

39.14 Relationship With Other Terms

This Section 39 does not waive, limit, or override Omnixis’ disclaimers, limitation of liability, indemnities, arbitration clause, no-reliance clause, payment terms, or compliance requirements.

In case of conflict, this Section governs only the narrow administration of the Guarantee Program.

40. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, billing, marketing, the Guarantee Program, or Customer’s relationship with Omnixis shall be resolved exclusively by arbitration seated in the Dubai International Financial Centre, Dubai, UAE.

The arbitration shall be conducted in English under the rules of the Dubai International Arbitration Centre, unless Omnixis elects another arbitral institution or procedure permitted by law.

The DIFC Courts have a specialist Arbitration Division for arbitration-related matters and recognition/enforcement support.  

Customer and Omnixis waive, to the maximum extent permitted by law:

  • class actions;

  • collective actions;

  • representative actions;

  • mass actions;

  • jury trials.

If twenty-five (25) or more substantially similar claims are filed, Omnixis may require coordinated batch proceedings, bellwether proceedings, or staged proceedings.

Nothing prevents Omnixis from seeking injunctive or equitable relief in any competent court to protect intellectual property, confidential information, systems, security, or misuse of the Services.

41. Governing Law

These Terms are governed by the laws of the Dubai International Financial Centre, without regard to conflict of law principles.

42. Time Limit for Claims

To the maximum extent permitted by law, any claim against Omnixis must be brought within one (1) year after the event giving rise to the claim.

Any claim not brought within that period is permanently barred.

43. Notices and Electronic Communications

Customer consents to receive electronic communications from Omnixis, including notices, invoices, renewal notices, legal notices, support messages, and account communications.

Omnixis may provide notice by:

  • email;

  • dashboard notice;

  • billing portal;

  • website posting;

  • in-product notice.

Legal notices to Omnixis must be sent to:

legal@omnixis.ai

and, if required, to:

Omnixis Artificial Intelligence Developing LLC
 Parklane Tower, Business Bay
Dubai, United Arab Emirates

Notices are deemed delivered when sent electronically unless delivery failure is received.

44. Assignment

Omnixis may assign or transfer these Terms without Customer consent in connection with:

  • merger;

  • acquisition;

  • restructuring;

  • financing;

  • asset sale;

  • corporate reorganization;

  • transfer to an Affiliate.

Customer may not assign these Terms without prior written consent from Omnixis.

45. No Third-Party Beneficiaries

These Terms do not create rights for any third party, including Customer’s clients, affiliates, end users, prospects, leads, contractors, agencies, or downstream customers.

46. Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, employment, fiduciary, franchise, or representative relationship.

Customer has no authority to bind Omnixis.

47. Waiver

Failure by Omnixis to enforce any provision does not constitute waiver.

Any waiver must be in writing and signed by Omnixis.

48. Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force.

The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

49. Headings

Headings are for convenience only and do not affect interpretation.

50. Entire Agreement

These Terms, together with incorporated policies and applicable Order Forms, constitute the entire agreement between Customer and Omnixis regarding the Services.

They supersede all prior or contemporaneous agreements, proposals, discussions, marketing materials, demos, and understandings relating to the Services.

51. Survival

The following survive termination:

  • payment obligations;

  • taxes;

  • confidentiality;

  • intellectual property;

  • disclaimers;

  • limitation of liability;

  • indemnities;

  • arbitration;

  • governing law;

  • claim limitations;

  • audit rights;

  • compliance obligations;

  • provisions intended by nature to survive.

52. Contact

Omnixis Artificial Intelligence Developing LLC
License No. 1467676
Parklane Tower, Business Bay
Dubai, United Arab Emirates
Email: legal@omnixis.ai