Legal
Lifetime License Agreement
Perpetual end user license agreement for OMEGA Early Access, Launch, and Standard Lifetime tiers. Read carefully before purchasing or using the software.
1. Acceptance and Scope
This Lifetime License Agreement (“Agreement”) is a binding legal contract between you (“Licensee,” “you,” or “your”) and Omega AI Systems, Inc., a Wyoming corporation (“OMEGA,” “we,” “our,” or “us”), governing your purchase, download, installation, activation, and use of the OMEGA software under a perpetual, one-time-fee license tier (“Lifetime License”), including without limitation the Early Access Lifetime, Launch Lifetime, and Standard Lifetime tiers.
This Agreement supplements and incorporates by reference the OMEGA Terms of Service and Privacy Policy. If a conflict exists between this Agreement and the Terms of Service, this Agreement controls solely with respect to subject matter unique to the Lifetime License.
If you do not agree to every term of this Agreement, you must (i) not complete the purchase, (ii) not download, install, activate, or use the software, and (iii) avoid completing checkout; once you complete checkout, the purchase is final and non-refundable (Section 7).
2. Definitions
- “Software” means the native OMEGA application for macOS, all bundled components (including bundled Postgres, Redis, MLX runtime, MCP servers, embedding models, and skills libraries), all updates, patches, and successor versions made available to Lifetime License holders, and all accompanying documentation.
- “Lifetime License” means the perpetual, non-exclusive, non-transferable, non-sublicensable, revocable-only-for-cause license granted under Section 3 in exchange for the one-time fee paid at the time of purchase.
- “Activation” means the act of associating your Lifetime License key with at least one device through the OMEGA license server.
- “Authorized Devices” means the two (2) native macOS devices you may register to the named user's account. Only one (1) registered Mac may hold an active OMEGA session at a time.
- “BYOK” means Bring Your Own Keys: the model in which you supply your own third-party AI provider API credentials. OMEGA does not proxy or pay for AI inference on your behalf.
- “Lifetime of the Software” has the meaning given in Section 4.
3. Grant of Perpetual License
Subject to (a) your full payment of the one-time license fee in effect at the time of purchase, (b) your continuing compliance with this Agreement, the Terms of Service, and the Acceptable Use Policy, and (c) the activation requirements in Section 5, OMEGA grants you a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable-only-for-cause license to:
- Download, install, and run the Software on the number of Authorized Devices owned or controlled by you and registered to your OMEGA account;
- Use the Software for your internal personal or business purposes, including for commercial use within your own organization;
- Receive the updates, patches, and successor versions described in Section 6 for the duration of the Lifetime of the Software, at no additional license fee.
No other right, title, or license is granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved by OMEGA.
4. What “Lifetime” Means
The Lifetime License entitles you to:
- Indefinite use of any version of the Software you have lawfully activated on your Authorized Devices, even after OMEGA discontinues the product, provided you continue to comply with this Agreement.
- Receive updates, patches, and successor versions of the Software as long as OMEGA continues to actively develop and distribute the Software.
- Use the most recent version of the Software in your possession on the date OMEGA discontinues the product, perpetually, subject only to termination for cause under Section 15.
For clarity, the Lifetime License does NOT entitle you to any of the following:
- Transfer of your license to another person, entity, or successor by gift, sale, inheritance, divorce decree, or any other means, except with OMEGA’s prior written consent in OMEGA’s sole discretion.
- Continued receipt of new updates if OMEGA permanently ceases active development of the Software (although your right to use the last-installed version persists per the prior list).
- Any cash refund, credit, or compensation if OMEGA modifies, discontinues, or sunsets specific features, third-party integrations, or compatibility with newer macOS versions, AI model providers, hardware, or operating systems.
- Any obligation by OMEGA to maintain compatibility with future macOS releases, future hardware platforms, or future third-party services beyond what the most recent version of the Software supports at the time it is released.
5. Devices and Activations
5.1 Authorized Device Count
Lifetime permits two (2) registered native macOS devices for one named user, with one (1) active OMEGA session at a time. The iOS companion is not included in the current Early Access release. When it is available, the named user may pair one (1) companion under the then-current device terms.
5.2 Personal Use
All Authorized Devices must be owned or primarily controlled by you, the named Licensee. Lifetime Licenses are intended for use by one (1) natural person or one (1) legal entity (in which case the named Licensee is the entity and Authorized Devices must be issued to a single named user employed or contracted by that entity).
5.3 Deactivation and Reassignment
You may deactivate any Authorized Device at any time through your OMEGA account dashboard to free a seat for another device. OMEGA may rate-limit excessive activation/deactivation cycles to deter seat-sharing.
5.4 Anti-Circumvention
Any attempt to exceed the Authorized Device count, share a license key with persons or entities outside the licensed user, modify client- or server-side license enforcement, or otherwise circumvent this Section is a material breach of this Agreement and grounds for immediate termination under Section 15 without refund.
6. Updates, Upgrades, and Successor Versions
OMEGA may, at its sole discretion, release updates, patches, minor versions, major versions, and successor products under the Lifetime License entitlement. OMEGA makes no commitment as to the frequency, scope, or specific content of such releases.
Some updates may add, modify, deprecate, or remove features, including features that were present at the time of your original purchase. You acknowledge that OMEGA is a long-running product and that feature changes are an inherent and expected part of software evolution. The lawful exercise of OMEGA’s right to evolve the Software does not constitute a breach of this Agreement, and does not entitle you to any refund or compensation.
OMEGA may distribute updates electronically through the in-app updater or the OMEGA website. You are responsible for maintaining internet connectivity sufficient to receive updates if you wish to do so.
6.1 Optional Successor Products
If OMEGA releases a fundamentally distinct successor product (for example, a re-architected version sold under a new SKU), OMEGA may, in its sole discretion, offer Lifetime License holders an upgrade path on commercially reasonable terms but is under no obligation to do so.
7. One-Time Fee and No-Refund Policy
7.1 One-Time Fee
The Lifetime License fee is the amount specified on the Pricing page at the time of your purchase, payable as a single charge in United States Dollars. There are no recurring charges, monthly fees, annual fees, or hidden fees associated with the Lifetime License. You are responsible for any applicable taxes, levies, or duties imposed by taxing authorities in your jurisdiction.
7.2 No Refunds; Evaluate on Pro First
All Lifetime License purchases are final and non-refundable upon completion of checkout. OMEGA does not offer pre-activation refunds, post-activation refunds, partial refunds, credits, or pro-rated returns. To evaluate the Software before purchasing the Lifetime tier, subscribe to Pro first; new Pro Subscriptions offer a $7 7-day trial (which auto-converts to $19.99/month unless you cancel during the trial) and give you full access to the Software. We recommend you verify hardware compatibility, performance, and workflow fit on Pro before purchasing the Lifetime License. Once you purchase, your decision is treated as informed and final.
7.3 Specifically Non-Refundable Circumstances
For the avoidance of doubt, no refund is owed for any of the following, regardless of whether activation has occurred:
- Change of mind, buyer’s remorse, or dissatisfaction not amounting to a non-waivable statutory right;
- Hardware or software incompatibility you did not verify before purchase (Apple Silicon required, macOS 13+ required);
- Loss of access to or pricing changes by your BYOK API providers;
- Charges incurred with third-party AI providers under your BYOK keys;
- OMEGA’s discontinuation, sunset, modification, or repricing of specific features after your purchase;
- OMEGA’s release of a successor product;
- Compatibility breakage caused by future macOS releases or third-party API changes;
- Account suspension or license termination for breach of this Agreement, the Terms of Service, or the Acceptable Use Policy.
7.4 Mandatory Statutory Rights
Nothing in this Agreement limits your non-waivable rights under applicable consumer-protection law. If you reside in the European Union, the United Kingdom, or another jurisdiction that grants a statutory right of withdrawal for digital products, you may exercise that right within the applicable statutory window only if you have not begun downloading, installing, or using the Software. Downloading the OMEGA application or activating the Lifetime License constitutes commencement of use, which forfeits the statutory withdrawal right to the maximum extent permitted by law.
7.5 Chargebacks
Initiating a chargeback, payment dispute, or reversal with your payment processor or card issuer in violation of this Section is a material breach of this Agreement. OMEGA may, in addition to all other remedies, immediately terminate the License, disable activation on all Authorized Devices, and pursue recovery of the disputed amount, costs, and reasonable attorneys’ fees through arbitration under Section 17. Please contact the billing team with any concerns before disputing a charge.
8. License Restrictions
Except as expressly permitted by this Agreement or applicable non-waivable law, you may NOT (and may not permit any third party to):
- Copy, modify, adapt, translate, port, or create derivative works of any portion of the Software;
- Reverse engineer, decompile, disassemble, or attempt to derive the source code, internal structure, or algorithms of the Software, except to the extent that this restriction is expressly prohibited by applicable non-waivable law;
- Sublicense, lease, lend, rent, sell, resell, transfer, assign, distribute, or otherwise dispose of the Software, your license token, or any rights under this Agreement;
- Use the Software, in whole or in part, to develop, train, evaluate, benchmark, or otherwise create a competing product, service, model, or feature;
- Remove, alter, or obscure any copyright, trademark, or other proprietary notice contained in the Software or its outputs;
- Use the Software in any manner that violates applicable law, infringes any third party’s rights, or breaches the OMEGA Acceptable Use Policy;
- Operate the Software as a hosted service, time-share, or service bureau for the benefit of third parties;
- Bypass or attempt to bypass the license activation server, the Authorized Device count, or any other technical protection measure;
- Connect to the OMEGA license server, activate, or use the Software while routing your network traffic through a VPN, proxy server, Tor exit node, anonymization network, or any IP-masking or rerouting service. OMEGA logs IP addresses for license verification and fraud prevention; known VPN, proxy, datacenter, and anonymizer IP ranges are blocked. Attempting to circumvent this restriction is a material breach of this Agreement;
- Use the Software to scrape, harvest, or extract data from third-party services in violation of those services’ terms;
- Publish benchmark, performance, or comparative analysis results without OMEGA’s prior written consent.
9. Bring Your Own Keys (BYOK) Acknowledgment
You acknowledge that operation of the Software in cloud-AI mode requires you to provide your own valid API credentials for one or more third-party AI providers (for example: OpenAI, Anthropic, Google, xAI, OpenRouter). You alone bear all costs for tokens, inference, fine-tuning, or other usage charged by those providers. OMEGA receives no portion of those charges and has no ability to control, refund, or contest them.
You further acknowledge that the Software supports fully local inference via Apple MLX or compatible runtimes on supported Apple Silicon hardware, in which case no third-party charges are incurred. You assume responsibility for choosing the operating mode that suits your budget and hardware.
OMEGA makes no warranty as to the availability, pricing, accuracy, performance, content, data handling practices, or terms of any third-party AI provider. Outages, deprecations, price increases, policy changes, or termination of services by third-party providers do not entitle you to any refund or compensation under this Agreement.
10. Intellectual Property
The Software, including all source code, object code, documentation, architecture, models, weights, configurations, branding, and accompanying materials, is the exclusive property of Omega AI Systems, INC. and its licensors, and is protected by United States and international copyright, patent, trade secret, trademark, and other laws. The Lifetime License grants you only the limited rights expressly stated in Section 3. No ownership is transferred.
“OMEGA,” “Neural-Fractal Agentic AI™,” “Quantum Neural-Fractal Agentic AI™,” the OMEGA logo, and related marks are trademarks or registered trademarks of Omega AI Systems, Inc. You may not use these marks without OMEGA’s prior written consent except to accurately and truthfully describe the Software in a non-commercial, non-promotional context.
10.1 Feedback
Any suggestions, feedback, ideas, or proposals you provide to OMEGA regarding the Software (“Feedback”) are provided voluntarily and are non-confidential. You hereby grant OMEGA a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, exploit, and incorporate Feedback into the Software or any other OMEGA product without compensation or attribution to you.
11. Your Content and Local Data
OMEGA is a local-first product. Your conversations, memory, files, Automations, agent configurations, and all data you process through the Software are stored on your local device(s) under your sole control. OMEGA does not collect, transmit, or retain the content of your usage except for the limited account, license-validation, and opt-in telemetry data described in the Privacy Policy.
You retain full ownership of all content you create using the Software, including AI-generated outputs produced during your sessions. OMEGA claims no intellectual property rights over your work product.
12. Disclaimers and AS-IS
OMEGA does not warrant that:
- The Software will meet your requirements or expectations;
- The Software will operate uninterrupted, timely, secure, or error-free;
- AI-generated outputs will be accurate, complete, current, suitable, lawful, or fit for any particular purpose;
- Errors or defects will be corrected;
- The Software will remain compatible with future macOS releases, future hardware, or future third-party APIs;
- Bundled or integrated third-party services (such as model providers) will remain available, priced as expected, or behave consistently.
AI-generated content can be wrong, fabricated, biased, or harmful. You are solely responsible for reviewing and verifying any output before relying on it for legal, medical, financial, professional, or other consequential decisions. The Software is a productivity tool, not a licensed advisor.
Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, OMEGA’s warranties are limited to the minimum scope and shortest duration permitted by law.
12.1 No Warranty of Security or Data Integrity
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, ITS BUNDLED COMPONENTS (INCLUDING POSTGRES, REDIS, MLX RUNTIME, EMBEDDING MODELS, BUNDLED MCP SERVERS, AND ALL DEPENDENCIES), ITS DEPENDENCY SUPPLY CHAIN, OR ITS LOCAL STORAGE WILL BE SECURE, IMPENETRABLE, OR FREE FROM UNAUTHORIZED ACCESS, EXPLOITATION, RANSOMWARE, MALWARE, SUPPLY-CHAIN ATTACKS, OPERATING-SYSTEM-LEVEL VULNERABILITIES, NETWORK INTERCEPTION, CREDENTIAL COMPROMISE, INSIDER THREAT, OR DATA EXFILTRATION OF ANY KIND. SECURITY OF YOUR LOCAL DEVICE, OPERATING SYSTEM, NETWORK, ACCOUNTS, AND CREDENTIALS IS YOUR EXCLUSIVE RESPONSIBILITY.
12.2 No Warranty of Cost Predictability for AI Usage
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY THAT YOUR USAGE OF THIRD-PARTY AI PROVIDERS THROUGH THE SOFTWARE WILL RESULT IN CHARGES THAT ARE BOUNDED, PREDICTABLE, OR PROPORTIONATE TO YOUR EXPECTATIONS, BUDGETS, OR HISTORICAL USAGE. AGENT WORKFLOWS, RECURSIVE LOOPS, MULTI-STEP TASKS, AUTONOMOUS BACKGROUND PROCESSES, AND PROMPT INJECTION OR ADVERSARIAL INPUTS MAY GENERATE LARGE TOKEN VOLUMES UNEXPECTEDLY. YOU ASSUME ALL RISK OF AND LIABILITY FOR ALL SUCH CHARGES.
12.3 No Warranty of AI Output Accuracy or Safety
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY THAT AI-GENERATED OUTPUTS ARE ACCURATE, COMPLETE, CURRENT, NON-FABRICATED, FREE FROM HALLUCINATION, FREE FROM BIAS, FREE FROM HARMFUL OR INFRINGING CONTENT, OR FIT FOR ANY PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING ALL OUTPUTS BEFORE USING THEM IN ANY DECISION, COMMUNICATION, TRANSACTION, OR OTHER ACTION.
12.4 No Warranty of Third-Party Services
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THIRD-PARTY SERVICES THAT THE SOFTWARE INTEGRATES WITH OR DEPENDS UPON, INCLUDING WITHOUT LIMITATION AI MODEL PROVIDERS, MCP SERVERS YOU INSTALL, BROWSER AUTOMATION TARGETS, FINANCIAL DATA SOURCES, APPLE PUSH NOTIFICATION SERVICE, STRIPE, AND ANY OTHER EXTERNAL SYSTEM. AVAILABILITY, ACCURACY, PRICING, SECURITY, AND CONTINUED OPERATION OF THIRD-PARTY SERVICES ARE OUTSIDE OMEGA’S CONTROL AND ARE NOT WARRANTED IN ANY WAY.
12.5 No Warranty of Compatibility or Continuity
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL REMAIN COMPATIBLE WITH FUTURE VERSIONS OF MACOS, FUTURE APPLE SILICON HARDWARE, FUTURE THIRD-PARTY APIs, OR FUTURE INDUSTRY STANDARDS. SOFTWARE EVOLUTION, FEATURE DEPRECATION, AND COMPATIBILITY BREAKAGE ARE INHERENT RISKS OF SOFTWARE OWNERSHIP THAT YOU EXPRESSLY ASSUME.
12.6 No Fiduciary Relationship; No Professional Advice
No fiduciary, agency, advisory, or other special relationship is created between you and OMEGA by your purchase or use of the Software. The Software is a productivity tool. Outputs generated by the Software do not constitute legal, medical, financial, accounting, tax, investment, engineering, or other professional advice, and OMEGA, its officers, directors, and employees are not your attorney, doctor, advisor, or fiduciary.
12.7 No Warranty for High-Risk or Safety-Critical Use
THE SOFTWARE IS NOT DESIGNED, CERTIFIED, OR INTENDED FOR USE IN HAZARDOUS OR SAFETY-CRITICAL ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR CONTROL, MEDICAL LIFE-SUPPORT SYSTEMS, AUTONOMOUS WEAPONS, EMERGENCY-RESPONSE SYSTEMS, OR ANY USE IN WHICH FAILURE OF THE SOFTWARE COULD CAUSE DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. ANY SUCH USE IS STRICTLY AT YOUR OWN RISK AND WAIVES ANY CLAIM AGAINST OMEGA.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OMEGA AI SYSTEMS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR:
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
- LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS;
- DAMAGES ARISING FROM ACTIONS TAKEN BY AI AGENTS YOU AUTHORIZED TO ACT ON YOUR BEHALF;
- DAMAGES ARISING FROM CHARGES INCURRED WITH THIRD-PARTY AI PROVIDERS, WHETHER ACCIDENTAL OR INTENTIONAL, INCLUDING RUNAWAY OR LOOPING WORKFLOWS;
- DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LOSS OF YOUR LOCAL DATA;
- DAMAGES ARISING FROM THIRD-PARTY SERVICES, INTEGRATIONS, OR APIS;
- DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE FOR ANY REASON.
The limitations in this Section apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, in which case the excluded or limited damages will apply only to the minimum extent required by law.
13.1 No Liability for Token, Inference, or Third-Party AI Costs
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY AND UNCONDITIONALLY RESPONSIBLE FOR ALL CHARGES INCURRED WITH THIRD-PARTY AI PROVIDERS USING YOUR API CREDENTIALS, REGARDLESS OF CAUSE OR FAULT, INCLUDING WITHOUT LIMITATION CHARGES ARISING FROM: (a) RUNAWAY, INFINITE, OR LOOPING WORKFLOWS; (b) AUTONOMOUS AGENT ACTIONS; (c) PROMPT INJECTION OR ADVERSARIAL INPUTS; (d) MALICIOUS USE OF YOUR API KEYS BY ANY THIRD PARTY; (e) BUGS, DEFECTS, OR ERRORS IN THE SOFTWARE; (f) MISCONFIGURATION OR USER ERROR; (g) THIRD-PARTY PROVIDER PRICING CHANGES OR BILLING ERRORS; OR (h) ANY OTHER CAUSE. NO REFUND, CREDIT, REIMBURSEMENT, INDEMNIFICATION, OR OFFSET IS OWED BY OMEGA FOR ANY THIRD-PARTY AI CHARGE UNDER ANY THEORY.
13.2 No Liability for Local Data Loss or Corruption
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT OMEGA SHALL HAVE NO LIABILITY OF ANY KIND FOR LOSS, CORRUPTION, DELETION, INACCESSIBILITY, OR THEFT OF YOUR LOCAL DATA, INCLUDING WITHOUT LIMITATION LOSS CAUSED BY: HARDWARE FAILURE; OPERATING-SYSTEM BUGS; FILE-SYSTEM CORRUPTION; ACCIDENTAL DELETION BY YOU OR OTHERS; MALICIOUS DELETION BY MALWARE OR ATTACKERS; RANSOMWARE; THEFT OR LOSS OF YOUR DEVICE; FIRE, FLOOD, EARTHQUAKE, OR OTHER NATURAL DISASTER; POWER FAILURE; BUGS OR DEFECTS IN THE SOFTWARE OR ITS BUNDLED COMPONENTS; AGENT ACTIONS YOU AUTHORIZED; MIGRATION, EXPORT, OR IMPORT FAILURES; OR ANY OTHER CAUSE. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING BACKUPS.
13.3 No Liability for Hacks, Breaches, or Unauthorized Access
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT OMEGA SHALL HAVE NO LIABILITY FOR ANY UNAUTHORIZED ACCESS TO, EXFILTRATION OF, ALTERATION OF, OR HARM TO YOUR LOCAL DATA, ACCOUNTS, CREDENTIALS, DEVICES, OR NETWORKS, REGARDLESS OF CAUSE, INCLUDING WITHOUT LIMITATION: ATTACKS EXPLOITING THE OPERATING SYSTEM, NETWORK, OR HARDWARE; ATTACKS EXPLOITING THIRD-PARTY DEPENDENCIES OR INTEGRATIONS; ATTACKS EXPLOITING THE SOFTWARE OR ITS BUNDLED COMPONENTS; CREDENTIAL COMPROMISE; PHISHING; INSIDER THREATS; SOCIAL ENGINEERING; PHYSICAL THEFT OF YOUR DEVICE; OR ATTACKS ON THIRD-PARTY AI PROVIDERS WHOSE KEYS YOU SUPPLIED. YOU EXPRESSLY ASSUME ALL RISK OF SUCH EVENTS.
13.4 No Liability for Autonomous Agent Actions
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT AI AGENTS WITHIN THE SOFTWARE OPERATE AUTONOMOUSLY ON YOUR BEHALF UNDER PERMISSIONS YOU GRANT, AND THAT THE OUTPUTS AND ACTIONS OF SUCH AGENTS MAY BE UNPREDICTABLE, ERRONEOUS, OR HARMFUL. YOU AUTHORIZE EVERY ACTION TAKEN BY AGENTS UNDER YOUR PERMISSIONS AND ASSUME FULL LIABILITY FOR ALL CONSEQUENCES, INCLUDING WITHOUT LIMITATION: TRANSACTIONS EXECUTED ON YOUR BEHALF; EMAILS, MESSAGES, OR POSTS SENT; FILES MODIFIED, DELETED, OR EXFILTRATED; THIRD-PARTY ACCOUNTS ACCESSED OR ALTERED; CONTRACTUAL COMMITMENTS MADE; DEFAMATORY, INFRINGING, OR ILLEGAL CONTENT GENERATED; AND ANY HARM CAUSED TO YOU OR ANY THIRD PARTY.
13.5 No Liability for Regulatory or Compliance Risk
OMEGA MAKES NO REPRESENTATION, WARRANTY, OR CERTIFICATION REGARDING REGULATORY COMPLIANCE OF YOUR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION GDPR, UK GDPR, CCPA, HIPAA, PCI-DSS, SOC 2, SOX, FERPA, GLBA, OR ANY OTHER FRAMEWORK. IF YOU PROCESS PROTECTED, REGULATED, OR SENSITIVE DATA THROUGH THE SOFTWARE, YOU DO SO AT YOUR OWN RISK AND ARE SOLELY RESPONSIBLE FOR YOUR LEGAL OBLIGATIONS, INCLUDING ALL DUTIES TO DATA SUBJECTS, REGULATORS, AND OTHER STAKEHOLDERS.
13.6 No Liability for Acts of Force Majeure or Beyond Control
OMEGA shall have no liability arising from any event beyond its reasonable control, including without limitation: natural disasters; acts of war or terrorism; pandemics; government actions; cyber-attacks against third-party providers; internet or power outages; major-version macOS releases that break compatibility; deprecation, repricing, or discontinuation of third-party AI providers; cryptographic compromise of any standard or library on which the Software relies.
13.7 One-Year Contractual Time Limit
ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR YOUR USE OF THE SOFTWARE (WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR EQUITY) MUST BE COMMENCED IN ARBITRATION OR (WHERE PERMITTED) IN COURT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST ACCRUES. CLAIMS NOT BROUGHT WITHIN THAT PERIOD ARE PERMANENTLY AND IRREVOCABLY BARRED. THIS CONTRACTUAL TIME LIMIT APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND OVERRIDES ANY LONGER STATUTORY PERIOD WHERE PARTIES MAY CONTRACT FOR A SHORTER ONE.
13.8 Essential Purpose
The limitations and exclusions in this Section, together with those in Section 12, are essential elements of the consideration exchanged between the parties and apply even if any limited remedy fails of its essential purpose. The price of the Lifetime License has been established in reliance upon these limitations and exclusions.
14. Indemnification
You agree to defend, indemnify, and hold harmless Omega AI Systems, INC. and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
- Your breach of this Agreement, the Terms of Service, or the Acceptable Use Policy;
- Your use of the Software, including any content you create and any actions taken by AI agents you authorized to act on your behalf;
- Your violation of any applicable law, regulation, or third party’s rights, including intellectual property, privacy, or publicity rights;
- Any chargeback, payment dispute, or reversal initiated by you in violation of Section 7.5;
- Any false or misleading information you provided to OMEGA in connection with your purchase, account creation, or activation;
- Your authorization of agent actions that affect third-party systems, accounts, or persons.
OMEGA reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with OMEGA’s defense at your expense.
14.1 Additional Indemnification Triggers
Without limiting the generality of the foregoing, your indemnification obligation expressly extends to claims by data subjects, regulators, or other third parties arising from:
- Your processing of personal, health, financial, or other regulated data through the Software in violation of applicable law (including GDPR, UK GDPR, CCPA, HIPAA, GLBA, PCI-DSS, or similar);
- Actions taken by AI agents you authorized that affect, contact, transact with, or harm any third party, including but not limited to spam, harassment, defamation, contractual interference, or unauthorized access to third-party systems;
- Content generated by you or by AI agents under your authorization that infringes any third-party intellectual property right, right of publicity, or right of privacy;
- Your failure to obtain appropriate consents from data subjects whose information you process through the Software;
- Prompt injection, jailbreaks, or adversarial inputs you crafted or knowingly introduced;
- Any tax, duty, levy, or governmental assessment relating to your purchase, activation, or use of the Software;
- Any breach of representation made under Section 19 (Acknowledgment of Aggressive Risk Allocation).
14.2 Indemnification Procedure
OMEGA will provide you with prompt written notice of any claim for which it seeks indemnification, allow you to control the defense of the claim with counsel of your choosing reasonably acceptable to OMEGA, and provide reasonable cooperation in the defense at your expense. You may not settle any claim that imposes any liability or obligation on OMEGA, or that admits fault on OMEGA’s behalf, without OMEGA’s prior written consent.
15. Termination by OMEGA for Cause
OMEGA may terminate this Agreement and disable your Lifetime License activation, with or without notice, if you:
- Materially breach this Agreement, the Terms of Service, or the Acceptable Use Policy and fail to cure within seven (7) days of notice (or, for breaches that are not curable, immediately);
- Initiate a chargeback in violation of Section 7.5;
- Attempt to circumvent license enforcement, share your license token or account credentials, or exceed the Authorized Device count;
- Use the Software in a manner that exposes OMEGA to material legal, regulatory, or reputational risk;
- Use the Software in connection with content or activity prohibited by the Acceptable Use Policy.
Termination under this Section is without refund and without prejudice to OMEGA’s other rights and remedies. Upon termination, you must immediately cease all use of the Software, uninstall all copies under your control, and destroy any associated materials.
Sections 8 (Restrictions), 10 (IP), 12 (Disclaimers), 13 (Liability), 14 (Indemnification), 15 (Termination), 16 (Survival), 17 (Disputes), and 18 (General) survive termination of this Agreement.
16. Survival on Corporate Change or Dissolution
The Lifetime License granted under Section 3 is intended to survive changes to the OMEGA business entity, subject to the following:
16.1 Acquisition or Successor
If OMEGA is acquired, merged, or otherwise reorganized, this Agreement and your Lifetime License will continue in effect with the acquiring or successor entity, which shall assume all obligations of OMEGA under this Agreement to the extent technical and commercially feasible.
16.2 Discontinuation of Active Development
If OMEGA permanently ceases active development and distribution of the Software (a “Sunset”), your right to use the most recent version of the Software in your possession at the time of Sunset is perpetual and survives Sunset. OMEGA’s obligation to provide further updates, support, license-server activation, or cloud-anchor services (such as the OMEGA license server) ends at the time of Sunset. OMEGA will use commercially reasonable efforts to provide a means for existing Lifetime License holders to continue activating the last-released version offline (for example, by issuing perpetual offline license tokens) but is not obligated to do so.
16.3 Dissolution
If Omega AI Systems, Inc. is dissolved, liquidated, or otherwise ceases to exist without a successor assuming this Agreement, your existing installations of the Software remain yours to use under the terms of this Agreement to the maximum extent technically possible. OMEGA does not promise to escrow source code, but reserves the right to release license-validation bypass tooling at its sole discretion in the event of dissolution.
17. Dispute Resolution and Arbitration
17.1 Governing Law
This Agreement is governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17.2 Informal Resolution First
Before initiating arbitration, you agree to first attempt to resolve any dispute informally by contacting OMEGA at the legal contact form. The parties shall attempt in good faith to resolve the dispute within thirty (30) days. If they cannot, either party may proceed to arbitration.
17.3 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, or your purchase that cannot be resolved informally shall be submitted to binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration shall be conducted in English, in Sheridan County, Wyoming (or, by mutual agreement, by written submissions only). The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
17.4 Class Action Waiver
YOU AND OMEGA EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate the claims of multiple persons and may not preside over any class or representative proceeding.
17.5 Exceptions
Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims relating to intellectual property infringement, misappropriation of trade secrets, or violation of Section 8 (Restrictions) are excluded from arbitration and may be brought exclusively in the District Court of the Fourth Judicial District of Wyoming sitting in Sheridan County, or in the United States District Court for the District of Wyoming. Both parties submit to the exclusive personal jurisdiction of those courts and waive any objection based on inconvenient forum.
17.6 EU / UK / Quebec Mandatory Rights
If you reside in the European Union, the United Kingdom, Quebec, or another jurisdiction whose mandatory consumer law gives you a non-waivable right to bring claims in your local courts, nothing in this Section limits those rights. The arbitration provisions apply to the maximum extent permitted by your local law.
17.7 30-Day Right to Opt Out of Arbitration
You may opt out of the arbitration provisions in Sections 17.3 and 17.4 by sending written notice of opt-out to the legal contact form within thirty (30) days of your purchase. The notice must include your name, the email address associated with your purchase, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision of this Agreement.
18. General Provisions
18.1 Entire Agreement
This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and OMEGA concerning the Lifetime License and supersedes all prior or contemporaneous oral or written communications, proposals, and representations.
18.2 Amendments
OMEGA may amend this Agreement to reflect changes in law, business practices, or operational realities. Material amendments will be communicated by email and posted at this URL at least thirty (30) days before they take effect. Continued use of the Software after the effective date constitutes acceptance. If you do not accept an amendment, your sole remedy is to discontinue use; no refund is owed except as required by Section 7.4.
18.3 Severability
If any provision of this Agreement is found unenforceable or invalid by a court or arbitrator of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. The waiver of any class-action provision shall not be severable from the balance of Section 17 except to the extent required by law.
18.4 No Waiver
OMEGA’s failure to enforce any provision of this Agreement does not constitute a waiver. Any waiver must be in writing and signed by an authorized OMEGA representative.
18.5 Assignment
You may not assign this Agreement or any rights hereunder, by operation of law or otherwise, without OMEGA’s prior written consent. OMEGA may assign this Agreement without restriction in connection with a merger, acquisition, sale of assets, reorganization, or change of control.
18.6 Force Majeure
Neither party is liable for delay or failure to perform caused by circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, government action, internet outages, or third-party service failures.
18.7 Export Compliance
You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. government embargo or designated as a terrorist-supporting country, and you are not on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export and import laws.
18.8 U.S. Government End Users
The Software is “commercial computer software” as defined in 48 C.F.R. § 2.101. Government end users acquire only those rights expressly granted in this Agreement.
18.9 Notices
Legal notices to OMEGA, including formal service of process, must be sent in writing by certified mail (return receipt requested) or recognized overnight courier to: Omega AI Systems, Inc., Legal Department, 30 N. Gould St. STE R, Sheridan, WY 82801, USA, with a courtesy copy submitted via the legal contact form. Notices from OMEGA to you will be sent to the email associated with your account or purchase and are effective upon transmission.
18.10 Language
This Agreement is written in English. In the event of a conflict with any translated version, the English version controls.
19. Acknowledgment of Aggressive Risk Allocation
19.1 Sophisticated User Acknowledgment
You represent and warrant that you are a sophisticated user of software, capable of evaluating the merits and risks of the Software, and that you have made an independent decision to acquire and use the Software with full knowledge of its capabilities, limitations, and risks. You have had the opportunity to consult counsel of your choice before entering this Agreement.
19.2 No Reliance and Integration
You represent that you have not relied upon any oral or written statement, representation, warranty, projection, comparison, demonstration, marketing material, sales pitch, blog post, social-media post, or assurance (by OMEGA, its agents, its affiliates, its resellers, or any third party) that is not expressly set forth in this Agreement. All marketing communications, demonstration outputs, and forward-looking statements are non-binding puffery. The text of this Agreement, the Terms of Service, and the Privacy Policy is the complete and exclusive statement of the parties’ agreement and supersedes all prior or contemporaneous communications.
19.3 General Release of Unknown Claims
To the maximum extent permitted by applicable law, you knowingly and intentionally waive the protections of California Civil Code §1542 and any analogous statute or doctrine in any other jurisdiction. California Civil Code §1542 provides:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You acknowledge that the limitations, disclaimers, and indemnities in this Agreement extend to claims you do not know or suspect to exist as of the effective date of this Agreement.
19.4 No Class-Member Roles or Aggregation
In addition to and independent of the class-action waiver in Section 17.4, you waive any right to serve as a representative plaintiff, class member, private attorney general, or named claimant in any class, collective, mass, consolidated, or aggregated proceeding against OMEGA, whether in arbitration or in court.
19.5 Asymmetric Equitable Relief
You acknowledge that any breach of Section 8 (License Restrictions) or Section 10 (Intellectual Property) would cause OMEGA irreparable harm for which monetary damages are inadequate. OMEGA is therefore entitled to seek injunctive relief, specific performance, attachment, and other equitable remedies in any court of competent jurisdiction without the need to post a bond or prove actual damages, in addition to all other available remedies. You waive any objection that equitable relief is inappropriate or that a bond is required.
19.6 No Reverse Engineering of Enforcement; DMCA §1201
You acknowledge that the Software contains technological measures designed to enforce the license terms (including the license server, activation system, and Authorized Device counter). You agree not to circumvent, bypass, modify, or reverse-engineer such measures. You acknowledge that doing so may violate 17 U.S.C. §1201 (Digital Millennium Copyright Act) and analogous laws in other jurisdictions, and that OMEGA reserves the right to pursue all civil and criminal remedies available for such violations.
19.7 Survival of Risk Allocation
The risk allocation in Sections 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and this Section 19 survives any termination, expiration, rescission, or invalidation of this Agreement, and survives any finding that any other provision of this Agreement is unenforceable. If any specific waiver in this Section is held unenforceable, the remaining waivers shall remain fully effective.
19.8 Reasonableness and Bargained-For Allocation
You acknowledge that the risk allocation, limitations, disclaimers, time bars, and waivers in this Agreement are reasonable in light of (i) the inherent unpredictability of artificial intelligence, (ii) the local-first architecture of the Software, (iii) the bring-your-own-keys cost model, (iv) OMEGA’s lack of control over your local environment, third-party providers, or the actions of your AI agents, and (v) the price paid for the Software. These provisions are material and bargained-for elements of the consideration. You waive any defense based on unconscionability, surprise, or unreasonableness of these provisions.
20. Contact
For questions about this Agreement, or to serve formal notice:
Omega AI Systems, Inc.
Legal Department
30 N. Gould St. STE R
Sheridan, WY 82801
United States of America
We aim to respond to all legal inquiries within 5 business days.