Terms & Conditions

1. Introduction & Acceptance

Welcome to OmniLayer. These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "Client," or "you") and OmniLayer Inc., a company incorporated under the laws of British Columbia, Canada (registration number BC-1187432), with its principal place of business at 1055 West Georgia Street, Suite 2400, Vancouver, BC V6E 3P3 ("OmniLayer," "we," "us," or "our").

By accessing our website at omnilayer.pro, creating an account, purchasing a subscription, or otherwise engaging with any of our products, platforms, or professional services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, as well as our Privacy Policy, which is incorporated herein by reference.

If you do not agree with any part of these Terms, you must immediately discontinue your use of our platform and services. Your continued use following any posted modification constitutes acceptance of the revised Terms.

These Terms were last updated on June 12, 2025. We recommend you review them periodically to remain informed of any changes.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Platform" means the OmniLayer web application, APIs, dashboards, and any associated software tools accessible via omnilayer.pro or delivered as part of a contracted engagement.
• "Services" means all AI-powered data intelligence, machine learning pipeline development, predictive analytics, computer vision integration, and technology consulting services provided by OmniLayer.
• "User Data" means any data, files, models, configurations, or information that you upload, submit, or otherwise transmit to the Platform in connection with your use of the Services.
• "Subscription" means a recurring fee-based access arrangement granting you use of the Platform and designated Services for a defined billing period.
• "Statement of Work" or "SOW" means a mutually executed document specifying the scope, deliverables, timelines, and fees for a professional services engagement.
• "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and any other proprietary rights recognised under applicable law.
• "Account" means the unique credentials and profile you create to access and use the Platform.

3. Services Description

OmniLayer provides a suite of enterprise-grade artificial intelligence and data intelligence services designed to help organisations extract actionable insight from complex, multi-source datasets. Our core offerings include, but are not limited to:

• Intelligent Data Pipeline Automation: Automated ingestion, transformation, tagging, and routing of structured and unstructured data across enterprise systems.
• Predictive Analytics & Forecasting: Machine learning models trained on your historical data to generate demand forecasts, risk scores, and opportunity signals.
• Computer Vision Quality Control: Vision-based inspection systems integrated into manufacturing, logistics, and retail environments to detect defects and anomalies in real time.
• AI Strategy & Technology Roadmapping: Expert consulting engagements to assess your current data maturity, identify high-value AI use cases, and deliver phased implementation roadmaps.
• Managed Model Operations (ModelOps): Ongoing monitoring, retraining, drift detection, and performance reporting for deployed machine learning models.
• Custom Integration & API Development: Bespoke connectors and APIs linking the OmniLayer Platform to your existing ERP, CRM, data warehouse, or cloud infrastructure.

The specific Services made available to you depend on your Subscription tier or the terms of an executed Statement of Work. OmniLayer reserves the right to modify, enhance, or discontinue any feature or component of the Services with reasonable advance notice where practicable.

4. Eligibility

To access or use the Platform and Services, you must meet all of the following eligibility requirements:

• You must be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater.
• If you are entering into these Terms on behalf of a legal entity (such as a corporation or partnership), you represent and warrant that you have the authority to bind that entity to these Terms.
• You must not be located in, or a national or resident of, any country subject to applicable Canadian export control laws or economic sanctions administered by Global Affairs Canada or the Office of the Superintendent of Financial Institutions (OSFI).
• You must not have been previously suspended or removed from the Platform by OmniLayer for cause.
• You must provide accurate, current, and complete information during registration and maintain the accuracy of such information throughout your use of the Services.

OmniLayer reserves the right to verify eligibility at any time and to refuse or revoke access where eligibility requirements are not satisfied.

5. User Obligations

By using the Platform and Services, you agree to the following obligations:

5.1 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials. You must immediately notify OmniLayer at [email protected] if you become aware of any unauthorised access to or use of your Account. OmniLayer will not be liable for any loss or damage arising from your failure to protect your credentials.

5.2 Acceptable Use

You agree not to use the Platform or Services to:

• Violate any applicable federal, provincial, or local law or regulation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and British Columbia's Personal Information Protection Act (PIPA).
• Transmit, store, or process data that infringes the intellectual property, privacy, or other rights of any third party.
• Attempt to reverse-engineer, decompile, disassemble, or derive source code from any component of the Platform.
• Introduce malicious code, viruses, worms, or any software designed to disrupt, damage, or gain unauthorised access to any system or data.
• Circumvent or attempt to circumvent any access controls, rate limits, or security measures implemented by OmniLayer.
• Resell, sublicense, or otherwise commercialise access to the Platform without OmniLayer's prior written consent.
• Use automated scraping tools, bots, or crawlers to extract data from the Platform beyond what is expressly permitted by your Subscription or SOW.
• Engage in any activity that imposes a disproportionate or unreasonable load on OmniLayer's infrastructure.

5.3 User Data Responsibility

You retain full ownership of your User Data. You represent and warrant that you have all necessary rights, consents, and permissions to upload, process, and share your User Data through the Platform, and that doing so does not violate any applicable law or third-party rights. You are solely responsible for the accuracy, quality, and legality of your User Data.

6. Intellectual Property

6.1 OmniLayer Intellectual Property

The Platform, including all software, algorithms, machine learning models (excluding models trained exclusively on your User Data), interfaces, visual designs, documentation, trademarks, and trade names, is and remains the exclusive property of OmniLayer and its licensors. All Intellectual Property Rights therein are reserved. Nothing in these Terms grants you any ownership interest in the Platform or OmniLayer's proprietary technology.

6.2 Licence Grant to You

Subject to your compliance with these Terms and payment of applicable fees, OmniLayer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform and Services solely for your internal business purposes during the applicable Subscription term or SOW engagement period.

6.3 Licence Grant to OmniLayer

You grant OmniLayer a limited, non-exclusive, royalty-free licence to access, process, and use your User Data solely to the extent necessary to provide, maintain, and improve the Services you have contracted for. OmniLayer will not use your User Data to train generalised models made available to other clients without your explicit written consent.

6.4 Deliverables Ownership

Where a Statement of Work expressly states that certain custom deliverables (such as bespoke models or reports) are created "work for hire," ownership of those deliverables transfers to you upon receipt of full payment. Unless expressly stated otherwise in a SOW, all deliverables remain the property of OmniLayer, with a licence granted to you as described in Section 6.2.

6.5 Feedback

If you provide OmniLayer with suggestions, ideas, or feedback regarding the Platform or Services, you grant OmniLayer a perpetual, irrevocable, royalty-free licence to use and incorporate such feedback without any obligation to you.

7. Payment Terms

7.1 Fees

Fees for Subscriptions and professional services engagements are set out in your order confirmation, Subscription plan selection, or executed Statement of Work. All fees are quoted in Canadian Dollars (CAD) unless otherwise agreed in writing. OmniLayer reserves the right to adjust Subscription pricing upon not less than thirty (30) days' advance written notice prior to the start of a new billing cycle.

7.2 Billing & Payment

Subscription fees are billed in advance on a monthly or annual basis, as selected at the time of purchase. Professional services fees are invoiced as specified in the applicable SOW, which may include upfront deposits, milestone-based payments, or time-and-materials billing. Payment is due within fourteen (14) days of invoice date unless otherwise specified in the SOW.

7.3 Taxes

All fees are exclusive of applicable taxes, including the Goods and Services Tax (GST), Harmonised Sales Tax (HST), and Provincial Sales Tax (PST) where applicable. You are responsible for all taxes, duties, and levies imposed by any governmental authority in connection with your use of the Services, excluding taxes on OmniLayer's net income.

7.4 Late Payments

Overdue amounts will accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower. OmniLayer reserves the right to suspend access to the Platform for accounts with outstanding balances more than fifteen (15) days past due, following written notice.

8. Cancellation & Refunds

8.1 Subscription Cancellation

You may cancel your Subscription at any time by contacting our team at [email protected] or through your account settings. Cancellations take effect at the end of the current billing period. You will retain full access to the Platform until the conclusion of the paid period.

8.2 Refund Policy

Monthly Subscription fees are non-refundable once a billing period has commenced. For annual Subscriptions, if you cancel within fourteen (14) days of initial purchase and have not processed more than a nominal volume of data through the Platform, you may request a pro-rated refund for the unused portion of your annual term. Refund requests must be submitted in writing to [email protected] within the fourteen (14) day window.

8.3 Professional Services

Fees paid for professional services engagements under a SOW are generally non-refundable once work has commenced. Where OmniLayer fails to deliver agreed milestones within the timeframes specified in a SOW due to OmniLayer's fault, the parties will negotiate in good faith an appropriate remedy, which may include a credit, rework, or partial refund at OmniLayer's discretion.

8.4 OmniLayer-Initiated Cancellation

If OmniLayer discontinues a Service or Subscription tier, we will provide at least sixty (60) days' advance notice and offer a pro-rated refund of any prepaid fees for the period following discontinuation.

9. Disclaimers & Warranties

THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, OMNILAYER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
• Any warranty that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
• Any warranty regarding the accuracy, completeness, timeliness, or reliability of any AI-generated output, predictive model result, or analytical insight produced by the Services.
• Any warranty that the Services will meet your specific business requirements or produce any particular commercial outcome.

You acknowledge that artificial intelligence and machine learning systems are probabilistic in nature and may produce outputs that are incomplete, inaccurate, or unexpected. OmniLayer's outputs are intended to augment, not replace, human judgment and professional expertise. You are solely responsible for any decisions made in reliance on outputs generated by the Platform.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OMNILAYER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, exemplary, or punitive damages;
• Loss of profits, revenue, data, business opportunities, or goodwill;
• Costs of procuring substitute goods or services;
• Business interruption losses;

arising out of or in connection with your use of or inability to use the Platform or Services, even if OmniLayer has been advised of the possibility of such damages.

IN ALL CASES, OMNILAYER'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO OMNILAYER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).

Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In such jurisdictions, the limitations above apply only to the fullest extent permitted by law.

11. Indemnification

You agree to defend, indemnify, and hold harmless OmniLayer and its affiliates, directors, officers, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

• Your violation of these Terms or any applicable law or regulation;
• Your User Data, including any claim that your User Data infringes, misappropriates, or violates the rights of any third party;
• Your use of the Platform or Services in a manner not authorised by these Terms;
• Any misrepresentation made by you in connection with your Account or any transaction;
• Your wilful misconduct or gross negligence.

OmniLayer reserves the right, at its own expense, to assume exclusive control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with OmniLayer's defence of such claim.

12. Termination

12.1 Termination by You

You may terminate your Account and Subscription at any time by providing written notice to OmniLayer at [email protected]. Termination takes effect at the end of the current billing period, subject to the refund policy in Section 8.

12.2 Termination by OmniLayer

OmniLayer may suspend or terminate your Account and access to the Services immediately and without prior notice if:

• You materially breach these Terms and fail to cure such breach within ten (10) days of written notice;
• You fail to pay fees when due and such failure continues for more than fifteen (15) days after written notice;
• Your use of the Platform poses a security risk or legal liability to OmniLayer or other users;
• You become insolvent, make an assignment for the benefit of creditors, or are subject to bankruptcy or insolvency proceedings.

12.3 Effect of Termination

Upon termination, your right to access and use the Platform and Services ceases immediately. OmniLayer will retain your User Data for a period of thirty (30) days following termination, during which you may request an export. After this period, OmniLayer may permanently delete your User Data in accordance with our data retention practices. Sections 6.1, 9, 10, 11, 13, and 14 shall survive termination of these Terms.

13. Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction.

You agree that the courts of competent jurisdiction located in Vancouver, British Columbia, Canada shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms, subject to the dispute resolution provisions in Section 14 below.

If you are accessing the Services from outside Canada, you are responsible for compliance with local laws and regulations. Nothing in these Terms limits OmniLayer's ability to seek injunctive or other equitable relief in any court of competent jurisdiction.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal legal proceeding, you agree to contact OmniLayer at [email protected] to describe the nature of your dispute and your proposed resolution. The parties shall make good-faith efforts to resolve the dispute informally within thirty (30) days of such notice ("Informal Resolution Period").

14.2 Mediation

If the dispute is not resolved during the Informal Resolution Period, either party may refer the matter to non-binding mediation administered by the British Columbia International Commercial Arbitration Centre (BCICAC) or a mutually agreed mediator. The costs of mediation shall be shared equally by the parties unless otherwise agreed.

14.3 Litigation

If mediation does not resolve the dispute within sixty (60) days of the mediator's appointment, either party may pursue its rights and remedies in the courts of British Columbia as set out in Section 13. Nothing in this Section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of mediation or litigation.

14.4 Class Action Waiver

To the fullest extent permitted by applicable law, you agree to resolve disputes with OmniLayer on an individual basis only, and not as part of any class, collective, or representative action.

15. Changes to the Terms

OmniLayer reserves the right to amend, update, or replace these Terms at any time at its sole discretion. When we make material changes, we will notify you by:

• Sending an email notification to the address associated with your Account;
• Displaying a prominent notice on the Platform;
• Updating the "Last Updated" date at the top of this page.

Changes will take effect no sooner than fourteen (14) days after notification for material changes, or immediately for changes required by law or to address security vulnerabilities. Your continued use of the Platform or Services after the effective date of any changes constitutes your acceptance of the revised Terms.

We encourage you to review these Terms periodically. If you do not agree with any modification, your sole remedy is to discontinue use of the Platform and cancel your Subscription in accordance with Section 8.

16. Contact

If you have any questions, concerns, or requests regarding these Terms and Conditions, please contact us using the details below. Our legal and compliance team will endeavour to respond within five (5) business days.