Master Solution Agreement for OmegaFi Software and Support

Last Modified: May 19, 2025

PLEASE READ THIS AGREEMENT CAREFULLY.

This Master Solution Agreement (this “Agreement”) is a legal contract entered into by and between Omega Financial, LLC, d/b/a OmegaFi, a Delaware limited liability company (“OmegaFi”, “Us”, “We”, or “Our”) and “You”, “Your”, or “Customer”, the entity signing up to utilize our Services (as defined in this Agreement). This Agreement describes the Services OmegaFi will provide to You, how we will work together, and other aspects of our business relationship. Either OmegaFi or You may be referred to in this Agreement individually as a “Party”, or together as, the “Parties”.

AGREEMENT PARTS. This Agreement is made up of the following parts:
1. Standard Terms and Conditions: This is where You can find the basics about how Our Services are provided. These terms apply to all of Our products and service offerings.
2. Financial Terms and Conditions: This is where You can find terms and conditions associated with any financial Services You have retained OmegaFi to provide. These terms apply to all of our product and service offerings involved with processing a payment.
3. Payment Processing Terms and Conditions: If the Financial Terms and Conditions apply, the Payment Processing Terms and Conditions also apply. This is where You can find terms and conditions associated with payment processing services OmegaFi may provide to You. The Payment Processing Terms and Conditions are located at https://www.omegafi.com/legal/payment-terms.
4. Professional Services Terms and Conditions: This is where You will find any terms and conditions associated with Professional Services and only applies if Professional Services was selected on Your Order Form (as defined in this Agreement).
5. Privacy Policy: Our Privacy Policy describes how We collect, receive, use, store, share, transfer, and process your Personal Data in connection with Your use of the Services. It also describes Your choices regarding use, as well as Your rights of access to and correction of Your Personal Data. Our Privacy Policy is located at https://www.omegafi.com/privacy-policy.
6. Data Processing Agreement. If OmegaFi processes any personal information in connection with the Service, the Data Processing Agreement (“DPA”) will govern this processing. Our DPA is located at https://www.omegafi.com/data-processing-agreement.
7. California Charitable Fundraising Platform Disclosure Agreement. If, and only if, You are a non-profit (or You have a foundation that is a non-profit) that utilizes Our software platform to solicit and accept donations from California residents, OmegaFi and You agree to comply with the terms of the California Charitable Fundraising Platform Disclosure Agreement found at https://www.omegafi.com/ca-fundraising-agreement.
8. Acceptable Use Policy. Our Acceptable Use Policy describes how We expect individuals to behave and use the Services. This policy also protects the interests of all of Our clients and their customers, as well as Our goodwill and reputation. Our Acceptable Use Policy is located at https://www.omegafi.com/acceptable-use-policy
9. Your Order Form: This is the OmegaFi-approved form, signed by You, created following Your purchase of one of Our products or services. It contains the details about Your purchase, including Your subscription term, products purchased, and applicable fees.
  
  By using our Services, You are agreeing to these terms and policies.
UPDATES TO THIS AGREEMENT. OmegaFi reserves the express right to amend, modify, or update this Agreement, including any of the parts referenced above (each, an “Update”) from time to time in its sole discretion. Upon any such Update, OmegaFi will provide notice to You (which notice may be generally provided on Our website). The updated Agreement will become effective and binding on the next business day after it is posted to Our Website. When we Update this Agreement, the “Last Modified” date above (or on the relevant part of the Agreement updated) will be updated to reflect the date of the most recent version of this Agreement (or such part). You can find archived versions of this Master Solution Agreement at https://www.omegafi.com/legal/previous-msa. If You do not agree with any Update this Agreement, You must notify Us in writing within thirty (30) days after receiving notification of the Update. If You give Us this notice, Your Services will continue to be governed by the terms and conditions of the Agreement prior to the Update for the remainder of Your current term, unless doing so would violate applicable law, in which case We reserve the right to terminate this Agreement and Your Service. Upon renewal, the Agreement then in effect on Our website will apply.

STANDARD TERMS AND CONDITIONS
Definitions
1. “990Pro” means the service Customer purchases to engage accountants and financial advisors to file Customer’s IRS Form 990-N, 990-EZ, 990-T, 990, 1024 or other related tax documents as indicated by Customer. Purchasing this service may result in OmegaFi sending a separate engagement letter that shall control the terms of the engagement. To the extent the terms of such engagement letter are inconsistent with the terms hereof, the engagement letter shall govern. Customer acknowledges and agrees Customer will assist OmegaFi and its third party designees with the preparation of any IRS form, provide all the necessary information to OmegaFi or its third party designees, and OmegaFi and its third party designees shall have no responsibility to ensure the accuracy thereof or bear any liability for any inaccurate information provided by Customer. It is solely Customer's responsibility to ensure and confirm the accuracy of all information provided to OmegaFi or its designees.
2. “Affiliate” means any entity directly or indirectly controlling, controlled by or under common control by another entity. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
3. “BillPay Pro” means software to manage Customer’s accounts payable activity. BillPay Pro is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, data encryption, data access, data storage, and ongoing support. By using BillPay Pro, Customer authorizes OmegaFi to process certain payments, gifts, or other financial transactions on its behalf subject to this Agreement.
4. “CCPA” means the California Consumer Privacy Act of 2018.
5. “Compass” means software to manage Customer’s membership and donor records. Compass is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, a separate but related browser interface for Customer’s members and other authorized users to update records and conduct certain business with Customer, data encryption, data access, data storage, and ongoing support. By purchasing Compass, Customer authorizes OmegaFi to process certain payments, gifts or other financial transactions on its behalf subject to this Agreement.
6. “Confidential Information” means: (i) a Party’s proprietary technology or computer software in all versions and forms of expressions and the Service, (the “Proprietary Technology”); (ii) manuals, notes, documentation, technical information, drawings, diagrams, specifications, formulas, or know-how related to any of the Proprietary Technology; (iii) information regarding current or proposed products, Services, customers, members, donors, supporters, employees, credit card numbers, bank account information, contracts, audit and security reports, this Agreement, business methods, financial data or marketing data, financial results and projections, company and market strategy, product and competitive sales analysis and plans, product or marketing plans, pricing plans or structures, personnel and recruiting matters, and future releases; and (iv) other information disclosed or submitted, orally, in writing, or by any other media, from one Party to the other that should be reasonably understood to be confidential given the nature of the information. Confidential Information may or may not be marked as “Confidential” or “Secret” or with words or marking of similar meaning, and the failure to make such notations upon the physical or electronic embodiments of any Confidential Information shall not affect the status of such information as Confidential Information. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation under this Agreement, (ii) was known to the recipient prior to its disclosure by the other Party without breach of any obligation under this Agreement, (iii) is received from a third party without breach of any obligation under this Agreement, or (iv) was independently developed by the receiving party. Subject to the foregoing exclusions, Customer Data shall be Confidential Information.
7. “Customer Data” means any data, information, or material provided to OmegaFi or uploaded to the Service by or on behalf of Customer in the course of Customer using the Service.
8. “Customer Error Incident” means any Service unavailability related to Customer’s applications, Customer Data, Customer’s Equipment, or the acts or omissions of any User of the Service.
9. “Customer Equipment” means Customer’s computer hardware, software, and network infrastructure used to access the Service.
10. “Customer Materials" means any Customer Data or other materials, provided by Customer, that are used in connection with the Service, Software, or Service Deliverables, such as technical information and functional specifications, user data, logos, photographs, compilation of facts, artwork, animations, video or audio files, trademarked material, or source materials for any of the foregoing.
11. “Documentation” means any technical manuals, user documentation, and other written materials relating to the operation and functionality of the Service that OmegaFi may provide or otherwise make available to Customer.
12. “Extension App” means software which helps Customer manage extension opportunities on a particular college campus. The Extension App is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, a separate but related browser interface for Customer’s members and other authorized users to engage in certain extension activities with Customer, data encryption, data access, data storage, and ongoing support. The Extension App will allow Customer to facilitate an unlimited number of extensions each year.
13. “Fulfillment” means service and support associated with sending gift confirmations, payment reminders, past due notices, gift acknowledgments, and collecting funds donated to Customer. By purchasing Fulfillment, Customer authorizes OmegaFi to process certain payments, gifts, or other financial transactions on its behalf subject to this Agreement.
14. “Government Customer” means You are a local, state or federal government entity that uses an OmegaFi product or service.
15. “GRS” means software which assists with managing both Customer's accounts receivable and accounts payable operations. GRS is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, a separate but related browser interface for Customer’s members and other authorized users to update records and conduct certain business with Customer, data encryption, data access, data storage, and ongoing support. By using GRS, Customer authorizes OmegaFi to (i) process certain payments, gifts, or other financial transactions on its behalf subject to this Agreement, (ii) maintain and reconcile all authorized bank accounts, (iii) prepare regular financial statements for Customer, (iv) assist with budget preparation and management, (v) consult with Customer to make financial decisions, (vi) prepare and manage payroll, as needed, (vii) prepare and send IRS Form 1099 each year, and (viii) manage fixed asset schedules. Customer agrees to use GRS as the exclusive service for the management of financial activity and for collecting dues, assessments, and charges, and any other accounts receivable of Customer.
16. “ICS” means software which assists Customer with registering and managing recruitment activities. ICS is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, a separate but related browser interface for Customer's potential new members and event registrants and other authorized users to update records and conduct certain business with Customer, data encryption, data access, data storage, and ongoing support. By using ICS, Customer authorizes OmegaFi to process certain payments, gifts, or other financial transactions on its behalf subject to this Agreement.
17. “Implementation Services” means the initial services provided to Customer as may be described in the Order Form attached to this Agreement or in a Statement of Work.
18. “Intellectual Property Rights” means copyrights, trademarks, service marks, trade names, patents, trade secrets, database rights, design rights and other related proprietary or statutory rights that have been or subsequently exist pursuant to all applicable laws, statutes, regulations, treaties or common law in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.
19. “LegFi” means software which assists Customer with collecting dues, assessments and charges from Customer’s members, and other accounts receivables. LegFi is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, a separate but related browser interface for Customer’s members and other authorized users to update records and conduct certain business with Customer, data encryption, data access, data storage, and ongoing support. By using LegFi, Customer authorizes OmegaFi to process certain payments, gifts, or other financial transactions on its behalf subject to this Agreement. Some local fraternity and sorority chapters and house corporations may not be permitted to use LegFi subject to any other agreements between OmegaFi and that local fraternity or sorority’s inter/national headquarters.
20. “Login” means the username and password selected or assigned by Customer or Us for each User.
21. “Malicious Code” means any computer viruses, worms, Trojan horse programs, or any other software that is intended to damage or alter a computer system or data.
22. “Maintenance Releases” means Software updates or latest versions, including bug fixes, maintenance, support, modifications, additions, and enhancements developed after the last modified date set forth above that OmegaFi generally makes available to its customers of the Service.
23. “New Colony Discount” means a reduction in fees Customer owes OmegaFi when a fraternity or sorority Customer is considered a new colony. This fee discount is in effect until the new colony receives its charter from its inter/national headquarters or for two years from the date the organization begins using the Service, whichever comes first.
24. “OmegaOne” means software which helps Customer engage with its members through a variety of communication, social, event management, safety and security features and tools. OmegaOne is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, a separate but related browser interface for Customer’s members and other authorized users to engage in certain social and business activities with Customer, data access, data storage, and ongoing support. By purchasing OmegaOne, Customer authorizes OmegaFi to process certain payments, gifts or other financial transactions on its behalf subject to this Agreement.
25. “OmegaRecruit” means software which helps Customer manage recruitment and voting activities. OmegaRecruit is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, a separate but related browser interface for Customer’s members and other authorized users to engage in certain recruitment activities with Customer, data access, data storage, and ongoing support.
26. “OmegaSites” means software which helps Customer produce and maintain a public-facing website. OmegaSites is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, data access, data storage, and ongoing support. OmegaFi agrees to (i) provide at least three (3) different website designs for Customer to select from, and (ii) provide a specific URL address, subject to availability, for the website if Customer requests one. SSL certificates associated with OmegaSites may be available, at Customer’s request, and OmegaFi’s approval, for an additional fee. Customer understands that some portions within the website may not be editable and may be controlled by Customer’s inter/national headquarters.
27. “Order Form” means OmegaFi’s standard order form that is signed by the Parties whereby OmegaFi agrees to supply certain Software, products or Services pursuant to the terms and conditions of this Agreement.
28. “Professional Services” means certain professional services (excluding the Services) outside of Implementation Services, if applicable, and which may be further described through a Statement of Work.
29. “Service” or “Services” means the hosted, on-demand, or web-based service offered by OmegaFi as described in the Order Form.
30. “Service Deliverables” means the items to be delivered to Customer in connection with the Professional Services OmegaFi performs pursuant to a Statement of Work, which does not include the Software.
31. “Software” means those components of proprietary OmegaFi software and Third Party Software, if any, as set forth in an Order Form, together with Maintenance Releases that are provided in connection with such software and made available through the Service under this Agreement.
32. “Statement of Work” or “SOW” means an agreement between the Parties setting forth the agreed upon scope of the Professional Services, Service deliverables, estimated hours work effort, billing rates, and other pricing information, project schedule (if applicable) and estimated delivery dates. All Statements of Work shall be deemed incorporated into this Agreement.
33. “Technology” means all of OmegaFi's proprietary technology (including software modules, database or content within the database, hardware, products, Services, processes, algorithms, user interfaces, URLs, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to Customer by licensor in providing the Service.
34. “Third Party Software” means certain software supplied by third parties that OmegaFi resells, distributes, or otherwise provides access to as part of the Service. Customer’s use of Third Party Software is governed by the license terms that either come with the Third Party Software or are published by the applicable Third Party Software owner.
35. “User” means any individual accessing or using the Software who is authorized by OmegaFi or Customer.
36. “Vault” means software which assists with managing both Customer’s accounts receivable and accounts payable operations. Vault is software-as-a-service (SAAS) and is hosted in the OmegaFi data center and consists of a browser interface and management tool for Customer, a separate but related browser interface for Customer’s members and other authorized users to update records and conduct certain business with Customer, data access, data storage, and ongoing support. By using Vault, Customer authorizes OmegaFi to process certain payments, gifts, or other financial transactions on its behalf subject to this Agreement. Customer agrees to use Vault as the exclusive service for the management of financial activity and for collecting dues, assessments, and charges, and any other accounts receivable of Customer.
37. “Vault Payroll” means services Customer purchases to assist with providing payroll services to Customer’s employees. Customer understands that OmegaFi does not directly provide payroll services, and OmegaFi is hereby authorized to act on behalf of Customer to engage a third party payroll services provider (the “Payroll Provider”). Customer agrees to execute and be bound by any agreement which may be required by the Payroll Provider before commencement of the Vault Payroll Services. OmegaFi has no responsibility with respect to any federal, state, or local tax obligations that accrued prior to commencement of payroll services, and such responsibilities rest solely with Customer and Customer’s previous payroll provider, if any. Customer agrees to provide complete and accurate information to OmegaFi/Payroll Provider to enable Payroll Provider to perform its duties, and to supplement any additional information or notify OmegaFi/Payroll Provider of any changes to any of the information provided. Such information shall include, but not be limited to, name of employee(s), wages earned, dates, and all other necessary information. Customer agrees to indemnify and forever hold harmless OmegaFi and Payroll Provider from any and all liability, cost, expenses, including attorneys’ fees, claims and actions, caused/accruing/arising out of Customer’s failure to provide sufficient funds to make payments to Customer’s employees.
38. “VaultPro” means Vault plus managed financial services whereby Customer authorizes OmegaFi to (i) maintain and reconcile all authorized bank accounts, (ii) prepare regular financial statements for Customer, (iii) assist with budget preparation and management, (iv) consult with Customer to make financial decisions, (v) prepare and manage payroll, as needed, (vi) prepare and send IRS Form 1099 each year, and (vii) manage fixed asset schedules.
Service
1. Service & Maintenance Releases. OmegaFi will provide Customer with the use of the Service, which may include a browser interface and encrypted login (when required), transmission, access to and storage of Customer Data. OmegaFi may at its sole discretion enhance the Service or provide Maintenance Releases from time to time, at no cost or expense to Customer. Except as stated herein, Customer may not customize the Service without OmegaFi’s prior written consent.
2. Modifications to Software or Service. OmegaFi reserves the right, at any time, to modify the Software or Service, or any part thereof, subject to the terms of this Agreement and any Statement of Work; provided, that any such modification does not materially diminish any functionality thereof utilized by Customer.
3. Users. Each User may be required to have a Login with unique user identification. OmegaFi specifically reserves the right to restrict or terminate a User’s access upon any actual or perceived unauthorized use of a Login. OmegaFi may require a User to alter any password if OmegaFi believes it is no longer secure. Customer shall not permit anyone other than User to use User’s Login to access the Service. Customer shall ensure that no User shares Login accounts, user identifications, or passwords with anyone. Customer understands and agrees that no User shall deactivate a named individual’s access to the Service and assign such access to another named individual without OmegaFi’s prior written consent. Customer is liable for Users’ access to the Services and activities conducted by any User or any other individual accessing the Service using a User’s Login, including each User’s or individual’s compliance with the terms herein. Customer agrees to notify OmegaFi immediately if Customer suspects any unauthorized use of a Login or access to any password.
4. Hosting. Except as stated herein, OmegaFi will maintain the Service and Customer Data at one of OmegaFi’s internal and/or third party internet service provider and hosting facilities, where it is subject to commercially reasonable security precautions to prevent unauthorized access to the Service. The security of Customer Data and the maintenance of Customer Data shall comply with industry standards for the type of information maintained. However, Customer acknowledges that, notwithstanding such security precautions, use of or connections to the internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Service. The Parties agree OmegaFi shall not under any circumstances be held responsible or liable for situations (i) where Customer Data or transmissions are accessed by third parties through illegal or illicit means or through the negligence of Customer or Customer’s Users, or (ii) where the Customer Data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws that could not have been reasonably foreseeable to OmegaFi. OmegaFi will use diligent efforts to remedy any such situation that permitted unauthorized access.
5. Third Party Providers. Customer acknowledges that some aspects of the Service are not provided by OmegaFi directly, and that OmegaFi may from time to time contract with a third party on Customer’s behalf to provide specific services for Customer (“Third Party Providers”), and Customer hereby expressly grants to OmegaFi the authority to take such actions. In addition, Users may have the opportunity to engage in commercial transactions with other Users and Third Party Providers. Customer understands that all transactions relating to any merchandise or services offered by any Third Party Providers, including but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance, and delivery terms relating to such transactions, are agreed to solely between the Third Party Provider and such User, for which Customer is responsible. OmegaFi is authorized to release any Confidential Information and Customer Data to a Third Party Provider for the sole and limited purpose of performing the Services and taking any actions in connection with this Agreement.
Professional Services. OmegaFi may provide Customer Professional Services in accordance with this Agreement and the applicable Order Form or Statement of Work. The Professional Service Terms and Conditions governs professional services.
Restrictions on Use. Except as stated herein, User shall use the Service solely for User’s internal business purposes as contemplated by this Agreement, in compliance with applicable law and Our Acceptable Use Policy. If Customer or User engages in activity that is not a legitimate use of the Service, such as security penetration tests, stress tests, spamming activity, any activity prohibited by this section, or other activity for which the Service is not intended, such use will be considered a material breach of this Agreement, and OmegaFi may shut down Customer’s or User’s Service until such activity ceases, with such Service interruption not being counted against any Service Availability (as defined below).
Customer & User Responsibilities
1. General Responsibilities. Customer and User agree to abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with Customer’s and User’s use of the Services, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer shall (i) notify OmegaFi immediately of any unauthorized use of any Login or any other known or suspected breach of security, and (ii) report to OmegaFi immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by Customer to be infringing or unlawful.
2. Connectivity Responsibilities. Customer shall be responsible for any costs in connection with establishment and maintenance of internet connectivity to the Services, including (without limitation) telephone, communications, internet service provider costs, computer hardware, modem, fees charged by third parties, insurance, internet access software, or any other costs incurred by Customer or User in accessing the Service.
3. Responsible Person. Customer agrees to appoint at least one person who is a duly-authorized representative of Customer who shall serve as the contact person with OmegaFi to ensure Customer performs its obligations according to this Agreement (the “Responsible Person”).
Service Availability
1. Internet Availability & Disruptions. OmegaFi does not control the flow of data to or from Customer’s internet hosts and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions caused by internet service providers can produce situations in which Customer’s connections to the internet may be impaired or disrupted ("Internet Disruptions"). Customer hereby agrees that OmegaFi shall not be liable for any Service delays arising from any Internet Disruptions.
2. Service Availability. OmegaFi shall make reasonable efforts to provide production environment service availability of 99% measured on a quarterly basis (‘Service Availability’) not including (i) Customer Error Incidents, (ii) Force Majeure, and (iii) Internet Disruptions. Any interruption in the Service shall not be considered a breach of OmegaFi's obligations hereunder if: (1) OmegaFi promptly takes all reasonable steps to restore the Service, or (ii) the interruption in Service results from a Customer Error Incident, a Force Majeure, or due to an Internet Disruption.
Customer Agreements
1. Data Usage & License. Customer owns all Customer Data. OmegaFi does not own any Customer Data. Customer, not OmegaFi, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and OmegaFi shall not be responsible or liable for: (i) damages resulting from Customer’s reliance on such Customer Data and/or (ii) the deletion, correction, destruction, damage, or loss of any data that result from Customer’s actions or inactions. OmegaFi is not responsible for restoring lost data or damage to Customer Data that results from Customer’s actions or inactions. Customer hereby grants to OmegaFi a non-exclusive, fully-paid, and royalty-free license to reproduce, distribute, perform, display and otherwise use the Customer Data solely to provide the Service to Customer according to this Agreement. Customer represents and warrants that: (i) Customer owns or otherwise has the right to grant the license set forth in this section, (ii) the Customer Data does not violate the privacy rights, publicity rights, copyright rights, or other rights of any person or entity. OmegaFi reserves the right (but has no obligation) to investigate and take action in its sole discretion against Customer if Customer violates this provision or any other provision of this Agreement, including without limitation, removing Customer Data from the Service, terminating the Agreement, reporting Customer to law enforcement authorities, and taking legal action against Customer.
2. Providing Data. Customer agrees to electronically provide OmegaFi with the information, financial records, and other data necessary to populate the Software and facilitate the terms of this Agreement in such detail and format as reasonably requested by OmegaFi. Customer agrees to pay Customer’s own costs and expenses in connection with providing this data to OmegaFi.
3. Data Access & Disclosure. Customer grants to OmegaFi and its licensors the right to access and disclose Customer Data as necessary to comply with applicable laws and government requests, to operate, provide, improve, and maintain the Services, to protect itself or its customers, and to evaluate and improve the performance and implementation of the Service. OmegaFi reserves the right to perform statistical analysis of user behavior and characteristics and to provide aggregated or statistical analyses of data derived from the Services to third parties, provided that the information is presented in a manner which does not disclose the identity of the Customer. Customer agrees that OmegaFi owns all right, title, and interest in any such anonymous statistical analyses and may use and publish such information, provided such information does not identify Customer.
4. Fraternity and Sorority Representation. Fraternity and Sorority Customer and Affiliates represent and warrant that (i) OmegaFi is authorized to share Customer Data with Customer’s inter/national headquarters and associated foundation, (ii) Customer’s inter/national headquarters is permitted to retain in its own accounts late fees paid by members of such fraternity or sorority chapter, and (iii) Customer’s inter/national headquarters is permitted to invest such fraternity or sorority chapter’s excess funds into an investment account for the benefit of such chapter. In the event of a crisis, closure, or suspension involving Customer, as determined in the reasonable discretion of OmegaFi, Customer agrees to allow its inter/national organization to both access and manage its account with OmegaFi.
5. Inter/national Representation. Inter/national Customer and its Affiliates represent and warrant that it is authorized by their local chapters to (i) direct OmegaFi to forward any late fees received by such chapters from their members to accounts controlled by such Inter/national Customer, and (ii) direct OmegaFi to forward any excess funds held by a local chapter to an account controlled by such Inter/national Customer to invest for the benefit of such local chapter.
6. Customer Obligations. Customer acknowledges and agrees that Customer is solely responsible for ensuring compliance with any applicable data and privacy protection laws, codes of practice, or other legal obligations associated with the collection, use, and disclosure of personal information, including disclosure to OmegaFi as necessary for OmegaFi to provide the Services and for Customer's use of the Services. This provision shall not apply to the extent prohibited by applicable law.
7. USA Processing. Customer consents, on Customer's behalf and on behalf of any other person for which Customer provides Information, including any User, to the processing of Customer Data in the United States of America.
8. Data Transfer & Retention. Upon termination of this Agreement for any reason, Customer shall promptly remove all Customer Data from the Software at Customer’s sole risk and expense. If Customer is unable to remove Customer Data on its own, before termination and up to 30 days after the date of termination, Customer, at Customer’s option, may request and enter into a separate data conversion agreement with OmegaFi. This separate data conversion agreement will outline the responsibilities of both parties, including the obligation of Customer to pay OmegaFi’s then current data conversion fees then in effect, and the timeline for completing the data conversion project. OmegaFi will not provide Customer Data unless all amounts due and owing for the Service have been paid by Customer. After such 30-day period, if no request has been received, OmegaFi shall have no obligation to retain any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession. OmegaFi shall not be liable to Customer or any third party as a result of such destruction for any reason or under any legal theory whatsoever.
Intellectual Property Ownership
1. OmegaFi Intellectual Property. All right, title, and interest, including all Intellectual Property Rights, in and to the Software, Service, Technology, Documentation and training materials OmegaFi provides are owned by OmegaFi or its suppliers, as applicable, and are protected by intellectual property laws, including copyright, patent, trademark, and/or trade secret laws. Professional Services and Service Deliverables provided by OmegaFi to Customer are not performed on a “work for hire” basis. Customer hereby assigns to OmegaFi any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer relating to the Software, Service, Documentation, or Technology. OmegaFi may use such submissions as it deems appropriate in its sole discretion. This Agreement is not a sale and does not convey to Customer any rights or ownership in or related to the Software, Service, Documentation, Technology, or the Intellectual Property Rights owned by OmegaFi and its suppliers. The OmegaFi name, the OmegaFi logo, and the product names and logos associated with the Service are trademarks or service marks of OmegaFi or its suppliers, and no right or license is granted to use them. Customer will not accrue any residual rights to the Software, Technology, Documentation, or Service, including any rights to the Intellectual Property Rights in connection therewith. Customer will not remove, deface, or obscure any of OmegaFi’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. Any rights not expressly granted herein are reserved to OmegaFi and its licensors, as applicable.
2. Customer Intellectual Property Rights. All right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer's supplies. Customer understands and acknowledges that in order for OmegaFi to fulfill the terms of this Agreement, OmegaFi must use Customer Materials. Customer hereby grant OmegaFi a royalty-free, non-exclusive, limited license to use without charge any and all Customers Materials for the purposes contemplated by this Agreement. Customer understands and acknowledges OmegaFi has made pricing concessions, and no further payment or royalty to Customer or any other entity affiliated with Customer is required for the limited license to use Customer Materials. Customer further agrees to reimburse OmegaFi for any royalty or other payment OmegaFi incurs to use Customer Materials.
Fees and Payment for Services
1. Free Trial Period. If Customer registers for a free or discounted trial period (the “Free Trial Period”) or if a Free Trial Period option is selected on an Order Form, OmegaFi will make the applicable Service available to Customer on a trial basis at the agreed-upon discounted or free rate until the earlier of (a) the end of the Free Trial Period (if not earlier terminated) or (b) the start date of Customer’s paid Services. If Customer does not cancel the Service during the Free Trial Period, Customer agrees to pay the agreed-upon fees for the Service once the Free Trial period ends. Unless Customer purchases the Services before the end of the Free Trial Period, all Customer Data used in the Services may be permanently deleted at the end of the Free Trial Period, and OmegaFi will not recover it. If OmegaFi includes additional terms and conditions on the Free Trial Period registration page, those will apply as well. Customer may terminate the Service without penalty at any time during a Free Trial Period.
2. Fees. Unless otherwise provided for in this Agreement, all fees for specific Services selected on the appropriate Order Form or activated from within an OmegaFi application will be disclosed on the Order Form or within the application at time of activation. Unless otherwise stated in a particular Order Form or application, such fees shall be paid in advance, in accordance with the billing frequency stated. If Customer provides a valid credit card to pay an invoice, or if Customer provides valid bank account information, Customer authorizes OmegaFi to charge Customer’s credit card or debit Customer’s bank account, as applicable, for all Services, Professional Services and according to the billing terms listed in the Order Form. Except as set forth herein, all payment obligations are non-cancelable and all amounts paid are nonrefundable. Fees are not subject to set-off or reduction by Customer without OmegaFi’s prior written consent.
3. Confidential Terms. All pricing terms are confidential, and Customer agrees not to disclose them to any third party.

Taxes. Except for taxes based on OmegaFi’s income, Customer is responsible for payment of all sales, use, gross receipts, excise, access, bypass or other taxes, levies or duties imposed by taxing authorities. Notwithstanding the foregoing, OmegaFi will not invoice Customer for taxes where Customer provides OmegaFi with a valid direct pay or tax exemption certificate.

Due Date. All undisputed invoices are due within thirty (30) days of invoice date unless state law provides customers a longer time to pay invoices. All payments for Services will be paid in US dollars. Where permitted by applicable law, any undisputed payment not made when due will be subject to a late charge of 1.5% per month or the maximum rate permitted by law (whichever is less). Customer shall reimburse OmegaFi for any of OmegaFi’s reasonable attorney’s fees or other costs of collecting past due amounts.
Restricted Access. In addition to any other rights granted to OmegaFi herein, OmegaFi reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if Customer's undisputed balances remain unpaid for more than sixty (60) days.
Other Remedies. If Customer becomes more than 30 days past due on any undisputed invoice due to OmegaFi or an OmegaFi Affiliate, Customer authorizes OmegaFi to apply monies collected by OmegaFi on Customer’s behalf to any undisputed balance due to OmegaFi or an OmegaFi Affiliate. In the event such actions are not sufficient to completely satisfy such obligations, OmegaFi shall be entitled to pursue any remedy available to it under this Agreement or at law, and nothing herein shall be construed to limit any method of recourse for OmegaFi.

Term and Renewal. The Initial Term of this Agreement will commence upon the last modified date set forth above or your first use of the Service, whichever is earlier, and shall be for the term specified in the Order Form. After the Initial Term, this Agreement shall automatically be extended according to any renewal provisions specified on the Order Form.
Termination
1. Termination Generally. Except for any special situations outlined in this section, the termination provisions for the Service are stated in your Order Form.
2. Termination for Bankruptcy. Subject to applicable law, either Party may terminate this Agreement immediately with notice to the other Party if: (i) a receiver is appointed for the other Party or the other Party’s property; (ii) the other Party makes an assignment for the benefit of the other Party’s creditors; (iii) any proceedings are commenced by, for or against the other Party under any bankruptcy, insolvency or debtor’s relief law; or (iv) the other Party commences steps to liquidate, dissolve, or wind-up its business.
3. Special Termination Situations for Fraternity and Sorority Chapters. In the event Customer is a fraternity or sorority local chapter affiliated with a particular college or university (a “Local Chapter Customer”), the following unique termination provisions apply:
  1. Subject to OmegaFi’s approval, which approval shall not be unreasonably withheld, Local Chapter Customer may terminate this Agreement without incurring any additional fees upon sixty (60) days written notice to OmegaFi of Local Chapter Customer’s loss of official recognition and status from both Local Chapter Customer’s college/university and the Local Chapter Customer’s national/international headquarters/organization.
  2. Local Chapter Customer may not terminate this Agreement or discontinue the use of any Service if Local Chapter Customer’s parent organization or inter/national headquarters has an agreement with OmegaFi to provide a particular Service to Local Chapter Customer.
4. Access to Data After Termination. Upon termination of this Agreement for any reason, the provisions of Section 9(g) regarding Data Transfer and Retention shall govern the disposition of Customer’s Data.
Representations and Warranties. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, OMEGAFI PRODUCTS AND SERVICES ARE PROVIDED BY OMEGAFI AND ACCEPTED BY CUSTOMER “AS IS” AND “AS AVAILABLE”. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE INHERENT RISKS IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER PRIVACY AND PROPERTY, INCLUDING CONFIDENTIAL INFORMATION. OMEGAFI ASSUMES NO LIABILITY FOR ANY DAMAGE, THEFT, OR LOSS TO CUSTOMER'S PROPERTY (INCLUDING, WITHOUT LIMITATION, CUSTOMER EQUIPMENT AND CUSTOMER DATA) RESULTING FROM THE ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY UNAUTHORIZED PHYSICAL OR NON-PHYSICAL ACCESS. ANY SUCH DAMAGE OR LOSS WILL BE THE EXCLUSIVE RESPONSIBILITY OF THE THIRD PARTY WHO CAUSED SUCH LOSS OR DAMAGE.
Limitation of Liability
1. Exclusion of Damages. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL OMEGAFI OR OMEGAFI AFFILIATES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR, OR COSTS INCURRED AS A RESULT OF, LOSS OF TIME, LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF OMEGAFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OMEGAFI SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROVIDER GOODS AND SERVICES OFFERED THROUGH THE SITE.
2. Liability Limit. IN NO EVENT SHALL OMEGAFI'S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE PAYMENTS MADE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM.
3. Other Relief. Customer also agrees any violation of this Agreement may cause irreparable harm to OmegaFi and monetary damages may not be an adequate remedy. Customer therefore agrees OmegaFi shall be entitled to any equitable relief, including a temporary restraining order, preliminary injunction, or permanent injunction by an appropriate court in the appropriate jurisdiction, enjoining Customer from any violation or threatened violation of this Agreement, in addition to any monetary damages which might occur by reason of Customer’s breach of this Agreement.
Indemnification. To the extent allowed by law, each Party shall indemnify, defend, and hold harmless the other Party, including Affiliates and each of their respective officers, directors, and employees, from and against all claims of third parties and all associated losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of its representations, warranties, covenants, or agreements under this Agreement. The above obligations (x) do not apply to the extent a third party claim against Customer arises from Customer’s use of the Service in violation of this Agreement or any applicable Order Form and (y) shall be Customer’s sole and exclusive remedy for any third party claim of infringement or misappropriation of intellectual property rights.
Confidential Information
1. Each Party receiving Confidential Information shall (i) protect the confidentiality of the Confidential Information with at least the same degree of protection that it uses with its own Confidential Information, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party except (A) Third Party Providers and Affiliates and (B) its employees, contractors, advisors, representatives, and agents, in each case, on a need-to-know basis, with such parties’ being bound by confidentiality obligations similar to those set forth herein.
2. The receiving party may disclose Confidential Information of the disclosing party if required to do so under any federal, state or local law, statute, rule, regulation, subpoena or legal process (“Order”); provided, however, that the receiving party must provide prompt and reasonable notice of such order to the disclosing party to enable the disclosing party, at its own cost, to seek a protective order, participate in the proceeding, or otherwise prevent or restrict such disclosure. Notwithstanding the foregoing, in the event of any compelled disclosure, the receiving party shall limit such disclosure to the minimum necessary to comply with such order.
3. OmegaFi and Customer each hereby acknowledge and agree that the Confidential Information constitutes unique and valuable assets of the disclosing party. OmegaFi and Customer each further acknowledge that, because of the unique nature of the Confidential Information, monetary damages may be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this Agreement regarding Confidential Information. Accordingly, OmegaFi and Customer each agree and acknowledge that any violation of such terms may cause irreparable damage to the disclosing party and, therefore, that in addition to any other legal remedies or equitable relief available to the disclosing party for any breach of such terms, the disclosing party shall be entitled to seek, from a court of appropriate jurisdiction, specific performance in the form of injunctive relief to prevent, inhibit, or enjoin any actual, suspected, or threatened violation of the terms of such terms by the receiving party or its representatives, without the necessity of posting a bond.
4. Each Party acknowledges and agrees that all Confidential Information is and shall remain the exclusive property of the disclosing party. No right or license, either express or implied, is granted to the receiving party pursuant to this Agreement, other than the limited right of the receiving party to access or utilize such Confidential Information as provided in this Agreement.
5. Upon the expiration or termination of this Agreement, or upon the earlier, written request of the disclosing party (email to suffice), the receiving party shall immediately destroy any Confidential Information that the receiving party received in written, electronic, or other tangible form (including all copies and electronic reproductions thereof).
6. The confidentiality, non-use, and non-disclosure obligations of the receiving party under this section shall expire on the date that is two (2) years after the termination or expiration of this Agreement, except (i) as provided in the DPA, and (ii) for any Confidential Information that constitutes a trade secret, which shall survive for as long as such Confidential Information remains a trade secret under applicable law.
7. OmegaFi’s Privacy Policy applies to this Agreement, and its terms are incorporated herein and by this reference made a part thereof. To view OmegaFi’s Privacy Policy, visit https://www.omegafi.com/privacy-policy
Miscellaneous
1. Entire Agreement. This Agreement, together with all exhibits, schedules, Order Forms, Statements of Work, addenda and other amendments hereto entered into from time to time, collectively, contains the entire agreement between the Parties with respect to the matters set forth herein and supersedes all prior negotiations, writings or other understanding between the Parties with respect to the subject matter of this Agreement. All terms, conditions, or provisions which may appear as pre-printed language or otherwise be inserted within any purchase order shall be of no force and effect notwithstanding the acceptance of such purchase order after the date of this Agreement.
2. Severability. If any provision of this Agreement, shall for any reason or to any extent be held void, voidable, or otherwise unenforceable by any court, the remainder of the provisions hereof and the application of such provisions to other persons or circumstances shall remain in full force and effect.
3. No Waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom it is to be enforced.
4. Force Majeure. Except for Customer’s obligation to make payments under this Agreement and notwithstanding anything to the contrary in this Agreement, no Party shall be responsible or liable for failure to perform or for delay in performance or any damages because of delays in any of its obligations hereunder that are due to causes beyond its reasonable control. Such causes shall include acts of God, acts of terrorism, acts of civil or military authority, earthquakes, fires, floods, epidemics, quarantine restrictions, accidents, war, riot, transportation, electrical, internet or telecommunication interruptions or slowdowns, vandalism or “hacker” attacks, strikes (other than those involving either Party’s employees), or intervention by governmental authority (each such event, a “Force Majeure”); provided that such Party gives prompt written notice thereof to the other Party. Any failure occasioned by the foregoing shall be remedied as soon as reasonably possible.
5. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after mailing via certified mail or overnight courier, return receipt requested; or (iii) the first business day after sending by email to the email address on the signature page for Customer and the designated email below for OmegaFi, except that notices of termination, breach of this Agreement or an indemnifiable claim may not be sent by email. All notices to Customer shall be addressed to the Responsible Person at the address provided by Customer to OmegaFi and held in the OmegaFi account for Customer. OmegaFi may give electronic notices by email to all email address(es) on record in OmegaFi’s account information for Customer. All notices required to be given to OmegaFi under this Agreement shall be delivered in writing to the following address: Two Ravinia Drive, Suite 500, Atlanta, GA 30346, Attention: General Counsel, and by email to legal@togetherwork.com.
6. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed and construed in accordance with applicable United States federal law and the laws of the State of Delaware, without regard to conflict of laws principles. The Parties hereby submit to the jurisdiction of, and waive any venue objections against, the federal and state courts of the State of Delaware for any claim, suit, action, proceeding or other form of litigation of any kind (“Action”) arising out of or relating to this Agreement or the negotiation, validity, or performance of this Agreement.
7. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
8. Statute of Limitations. No Action, regardless of form, may be brought or asserted by one Party (nor its Affiliates or their respective officers, directors, employees, or agents) against the other Party (nor its Affiliates or their respective officers, directors, employees, or agents) under this Agreement more than one (1) year after the cause of such Action became known to the potential claimant or should have been known to the claimant based on the surrounding circumstances.
9. Dispute Resolution. Subject to the confidentiality provisions in this Agreement, all claims or disputes between the Parties, whether in contract, tort, misrepresentation, or any other legal theory, related directly or indirectly to this Agreement (each, a “Dispute”) will be resolved solely in accordance with the terms of this section. In the event of a Dispute, the Parties hereby agree that (i) both Parties will first attempt, in good faith, to resolve such Dispute through direct negotiation for at least thirty (30) days following the disputing Party’s giving of notice to the other Party as provided in this Agreement, and (ii) in the event a Dispute cannot be resolved during that time period, each Party hereby agrees and covenants that it will submit to mediation under a mutually agreeable certified and impartial mediator located in the State of Delaware. In the event of mediation, each Party will bear its own costs of such mediation, including its own attorney’s fees and its equal share of mediator fees. The Parties and their representatives will hold the existence, content, and results of the mediation in confidence. The mediator shall not consider punitive damages. In the event the Dispute is not resolved in said mediation, the Parties agree to submit to binding arbitration before a single arbitrator in the State of Delaware in accordance with the Streamlined Arbitration Rules and Procedures of JAMS, which shall administer the arbitration. In the event of arbitration, each Party will bear its own costs of such arbitration, including its own attorney’s fees and its equal share of arbiter fees. The Parties and their representatives will hold the existence, content, and results of the arbitration in confidence. The arbiter shall not consider punitive damages. The arbiter does not have the authority to alter or modify the terms of this Agreement. Notwithstanding the foregoing, each Party reserves the right to seek an injunction or other equitable relief in court to prevent or stop a breach of this Agreement or a violation of rights either Party has under law, at its own expense, including attorney’s fees.
10. Attorney’s Fees. In the event legal action is necessary to enforce this Agreement, the prevailing party has the right, subject to applicable law, to payment by the other Party of all reasonable attorneys’ fees and costs, including any appeal and any post-judgment actions, as applicable. This provision shall also apply to a Dispute and any related mediation and arbitration costs initially paid by the prevailing Party.
11. Assignment. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party. Notwithstanding the foregoing, OmegaFi may assign this Agreement in its entirety, without consent of Customer, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
12. United States Use, Export Compliance. OmegaFi is controlled and operated from within the United States. Without limiting anything else, OmegaFi makes no representation that the Services products, information, or other materials available in connection with the Services are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access or use the Services from other locations do so on their own volition and are responsible for compliance with applicable laws. The OmegaFi Services and other products, services and technology OmegaFi makes available and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer agrees not to permit any User to access or use any Service or Content in a U.S. embargoed country or in violation of any U.S. export law or regulation.
13. OFAC Certification. Each Party certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United States government, and (ii) it is not engaged in this transaction on behalf of, or instigating or facilitating this transaction on behalf of, any such person, group, entity or nation.
14. Independent Relationship. Except as otherwise authorized by this Agreement, in no event shall either Party have the right or power (whether express or implied) to make any representation or warranty (express or implied) on behalf of the other Party or otherwise to bind the other Party in any way whatsoever, and nothing herein is intended to or shall be construed to create a partnership, joint venture, agency (to the extent such a relationship exceeds the agency relationship already created herein) or employment relationship between the Parties.
15. Headings. The headings contained in this Agreement are for convenience and reference purposes only, and shall in no manner be construed as part of this Agreement.
16. No Third Party Beneficiaries. Except as expressly provided herein, this Agreement (i) is entered into by and between, and may be enforced only by, the Parties hereto, and (ii) will not be deemed to (A) create any rights in third parties (other than the Parties’ permitted successors and assigns and any persons or entities expressly entitled to indemnity hereunder), including without limitation, a Party’s Affiliates and their respective officers, directors, employees, and agents, or (B) create any obligations of a Party (nor its Affiliates or their respective officers, directors, employees, or agents) to any such third parties.

FINANCIAL TERMS AND CONDITIONS

Financial Terms Applicability. These Financial Terms and Conditions apply and are incorporated into Customer's Agreement with OmegaFi if Customer has ordered BillPay Pro, Compass, ICS, GRS, LegFi, OmegaOne, OmegaSites, Vault, VaultPayroll, VaultPro, and if any of the Services Customer has ordered involve accepting, making or processing a payment on Customer's behalf or using the Software to accept, make or process a payment on Customer's behalf.
Agency Relationship. Customer hereby authorizes and appoints OmegaFi to serve as Customer's limited agent and to act on Customer's behalf for the limited purposes of performing the Service. Customer acknowledges that OmegaFi’s appointment as Customer's agent may result in OmegaFi collecting or otherwise obtaining access to monies and funds that belong to Customer or otherwise are the property of Customer, which shall include processing personal checks, credit card payments, Automated Clearing House (“ACH”) payments and other payments, as well as making payments on Customer's behalf, as appropriate. To the extent OmegaFi collects money on Customer's behalf, and except as otherwise provided for herein, OmegaFi acknowledges it shall transfer such funds to the appropriate bank account designated by Customer (the “Customer Bank Account”), and OmegaFi retains no title or rights in or to such funds.
Customer Funds. During the term of this Agreement, OmegaFi shall have the authority to place customer funds in one or more accounts with one or more financial institutions chosen at the full and absolute discretion of OmegaFi prior to disbursement of such funds to the Customer Bank Account, and OmegaFi may combine Customer Funds with the funds of other customers and hold such pooled accounts in OmegaFi’s name (the “Pooled Accounts”). Additionally, OmegaFi may make disbursements to and from the Pooled Accounts as it deems necessary and in its sole and absolute discretion to perform the Services and to compensate itself for Services provided. OmegaFi’s possession of such funds shall be solely in an agency capacity, and OmegaFi retains no interest or rights to said funds, except (i) to the extent that any of such accounts earn interest, which shall solely belong to OmegaFi, and (ii) any costs, expenses and fees which are due to OmegaFi for its performance of the Services. Customer acknowledges that it will not receive any interest on any funds held by OmegaFi, and to the extent Customer would have any right or claim to such interest, Customer hereby irrevocably assigns and transfers to OmegaFi all of Customer's rights to such interest. All Customer's funds in such accounts shall remain the exclusive property of Customer.
Accepting Payments. You acknowledge the process of accepting and processing checks, e-checks, ACH payments, debit/credit card payments and other payments are governed by complex (i) laws, rules and regulations of the United States and other relevant jurisdiction and, (ii) rules and regulations issued by NACHA, the various credit card companies and other entities formed to administer and promote payment processing (collectively the "Payment Processing Regulations"). In order to comply with the Payment Processing Regulations, You agree to abide by OmegaFi's Payment Processing Terms and Conditions, which are made a part of this Agreement and by this reference are incorporated herein, and which may be amended by OmegaFi from time to time.
Chargebacks & Transfer Errors.
1. In the event OmegaFi erroneously or mistakenly transfers or allocates funds to the Customer Bank Account, Customer authorizes OmegaFi to initiate a debit of the Customer Bank Account to withdraw the amount necessary to correct the erroneous transfer. Customer agrees to assist OmegaFi with correcting such erroneous transfers.
2. If OmegaFi receives a payment on Customer's behalf that is subsequently cancelled, invalidated, challenged or disputed, Customer shall be liable to OmegaFi for the full amount of any costs, expenses and fees incurred by virtue of any dispute, invalidation, challenge or reversal of such payment. If the sender of a payment disputes the payment or files for a chargeback, the debit or credit card issuer or the originating bank, and not OmegaFi, shall have the obligation to determine whether the dispute or chargeback is valid and to whom payment is owed. If the appropriate parties determine the sender of a payment is entitled to a chargeback, then to the extent there are sufficient funds belonging to Customer in the Pooled Accounts, Customer authorizes OmegaFi to use such funds in the appropriate amount to satisfy the chargeback and any chargeback processing fees assessed by OmegaFi; however, if there are not sufficient funds in the Pooled Accounts belonging to Customer to cover any reimbursement, Customer authorizes OmegaFi to initiate a debit of the Customer Bank Account and withdraw the amount necessary to satisfy the chargeback and any chargeback processing fees assessed by OmegaFi. If there are insufficient funds in the Customer Bank Account to cover Customer's liability, Customer agrees to reimburse OmegaFi for any out-of-pocket expenses which may be incurred by OmegaFi to satisfy the chargeback. If OmegaFi is unable to recover such funds from Customer, OmegaFi shall be authorized to pursue any remedy entitled to it, including initiating a legal proceeding.
Payment Processing Fees
1. Credit Card Processing Fees. Unless otherwise provided for in an Order Form, Customer agrees to pay to OmegaFi a credit card processing fee ("Merchant Discount Fee" or "MDF") at the current MDF rates then in effect at OmegaFi for any payment made to Customer by credit card. The Merchant Discount Fee is subject to change. OmegaFi will provide at least 60 days' notice before the Merchant Discount Fee changes.
2. ACH / E-Check Processing Fees. Unless otherwise provided for in an Order Form, Customer agrees to pay to OmegaFi an e-check /ACH processing fee ("E-Check Fee") at the current E-Check Fee rate then in effect at OmegaFi for any payment made to Customer by ACH or e-check. The E-Check Fee is subject to change. OmegaFi will provide at least 60 days' notice before the E-Check Fee changes.
3. Check Processing Fees. Unless prohibited by law or otherwise provided for in an Order Form, Customer acknowledges that individuals who make a payment to Customer with a check that is handled by OmegaFi will incur a check processing fee at the current check processing fee rates then in effect at OmegaFi. You agree to pay any check processing fees not paid by Your Members.
4. Additional Payment-Related Fees. In addition, Customer agrees to pay the following fees for any payment-related item requested by Customer:

Unique Financial Transactions

Wire Transfer: $75.00
Chargeback: $50.00
Bounced Check: $15.00

Vault & BillPay Pro Unique Fees

Paper Check Processing Fee: $5.00
Bill Pay Deposit Return: $15.00
Stop Payment: $22.00
First Swipe device: $30.00 annually
Additional / replacement Swipe device: $30.00
Statement insert fee: $0.05 per insert
Collection agency fees: 33.33% of payment
BillPay checks – 500 checks: $45.00
BillPay checks – 1,000 checks: $60.00
Officer Purchasing Card – annual fee: $120.00
Officer Purchasing Card – replacement card fee: $25.00
Officer Purchasing Card – expedited card fee: $40.00
Vault contract fee: $3.00 per contract

GRS Unique Fees

Special / expedited processing fee: $25.00 per item

Vault Payroll Unique Fees

Payroll garnishment services: $5.00 per pay period
Payroll overnight mail delivery: $12.00
Payroll state mandated workman’s compensation: $10.00 per month

LegFi Unique Fees

Bill Pay and Payment Instructions.
1. Bill Pay. In connection with the Services associated with BillPay Pro, GRS, Vault and VaultPro, Customer may use OmegaFi's software to make payments directly from a fund or bank account consisting entirely of money belonging to Customer (the “Bill Pay Fund”).
2. Payment Instructions.
  1. Customer authorizes OmegaFi to follow the payment instructions OmegaFi receives from Customer. In addition, OmegaFi shall only be required to honor payment instructions if Customer is then in compliance with the terms of this Agreement. OmegaFi shall be under no obligation to honor any payment instruction that: (i) exceeds the balance in Customer's Bill Pay Fund; (ii) is to a purported Vendor for which OmegaFi has not received notification that any bill may be due; (iii) would, in the reasonable discretion of OmegaFi, violate any provision of this Agreement or any applicable law or regulations; or (iv) involves any funds which are subject to a dispute, hold or any other proceeding which would prevent or otherwise result in an unauthorized withdrawal of funds.
  2. To the extent any late fees are charged by any vendor, and such fees are the result of Customer's failure to timely provide instructions to OmegaFi, such late fees shall be Customer's obligation and OmegaFi shall bear no responsibility or liability therefor. If OmegaFi receives inaccurate instructions, Customer agrees to indemnify and forever hold OmegaFi harmless from any and all losses, damages, costs and expenses resulting from any actions taken pursuant to such inaccurate instructions, and OmegaFi shall bear no responsibility or liability related thereto, except to the extent that OmegaFi had actual knowledge of such inaccuracy and still processed and acted pursuant to such instructions. Customer agrees that OmegaFi has no obligation to research or resolve any claim resulting from a prohibited payment.
  3. CUSTOMER ASSUMES THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF PAYMENT INSTRUCTIONS BY CUSTOMER AND BY SOMEONE PURPORTING TO BE CUSTOMER OR A RESPONSIBLE PERSON. OMEGAFI SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND VALIDITY OF ALL INSTRUCTIONS RECEIVED FROM CUSTOMER AND SHALL BE ENTITLED TO ACT PURSUANT TO SUCH INSTRUCTIONS. CUSTOMER ACKNOWLEDGES THAT ITS PAYMENT INSTRUCTIONS COMPLY WITH US LAW, INCLUDING, WITHOUT LIMITATION, ANTI-MONEY LAUNDERING LAWS AND REGULATIONS ISSED BY THE OFFICE OF FOREIGN ASSET CONTROL.
  4. Funding. Upon the creation of a Bill Pay Fund, it shall be Customer's responsibility to initially fund the Bill Pay Fund in a sufficient amount to satisfy the payments Customer intends to make through the Bill Pay Fund. In the event of an ACH transfer into the Bill Pay Fund, OmegaFi is authorized to initiate the transfer with Customer's financial institution in the amount so designated by Customer, and Customer agrees to pay any ACH transfer or wire transfer fees that may be associated with funding its Bill Pay Fund. Additionally, if the Bill Pay Fund, at any time, does not maintain a sufficient balance to pay Vendors pursuant to the Services, OmegaFi shall have no obligation or responsibility to perform the Services related thereto. However, in its sole and absolute discretion, OmegaFi may apply any funds in the Pooled Accounts which are the property of Customer to the Bill Pay Fund in order to maintain a sufficient balance to perform its obligations hereunder.
3. Accepting Payments. Customer acknowledges the recipient of any such funds shall not be required to accept any payments made by Customer from a Bill Pay Fund, and OmegaFi shall not be held liable or responsible for any damages resulting from a recipient’s decision to not accept any payments made by Customer using OmegaFi's software. Any unclaimed/refunded/denied payments shall be returned to Customer.
4. Stop Payments. OmegaFi reserves the right to return after 90 days any payment made on Customer's behalf that is not processed by the vendor for any reason. OmegaFi may issue a stop payment order on any check that has not been deposited and cleared after 90 days of issuance. Customer agrees to pay OmegaFi any stop payment fees for each stop payment order issued. Customer agrees that it is Customer's responsibility to determine when funds are considered abandoned and what subsequent action is required. OmegaFi does not escheat funds on Customer's behalf.
5. Tax Forms. Unless OmegaFi specifically agrees in writing to perform this service, OmegaFi is not required to determine, calculate or collect backup withholding tax from Customer's vendor(s). Customer is responsible for obtaining and maintaining any tax forms including the IRS Form W-9 – Request for Taxpayer Identification Number and Certification.
Treasury Accounts and Cards.
1. Treasury. In connection with the Services associated with LegFi, Customer may use OmegaFi's software to open third-party treasury accounts and order third-party treasury cards. Funds held in any Customer treasury account or on any treasury card belong to Customer not OmegaFi. Customer may be required to agree to additional terms and conditions required by banking partners before opening a treasury account or ordering a treasury card.
2. Additional Treasury-Related Fees. Customer agrees to pay the following fees for any treasury-related item requested by Customer:

Service Fee

Treasury Account

Account opening $0.00

Account monthly maintenance $0.00

Incoming ACH transaction $0.00

Outgoing ACH transaction $0.00

Incoming wire transfer $0.00

Outgoing wire transfer $75.00

ACH return $20.00

Treasury Card Fees

Initial physical card procurement fee $0.00

Initial virtual card procurement fee $0.00

Replacement physical card fee $25.00

Expedited shipping fee $40.00

Cross-border transaction fee 1% of transaction amount + 30 cents per transaction

Foreign exchange fee 1% of transaction amount

Dispute fee $25.00 if dispute is lost

Taxes. Customer is responsible to determine what, if any, taxes apply to the payments made or funds collected by OmegaFi on Customer's behalf. It is Customer's responsibility to collect, report, and remit the correct taxes to the appropriate taxing authority and to pay all taxes associated with its consumption of the Services. OmegaFi maintains no responsibility with respect to the reporting or remittance of any taxes owed by Customer which arise out of the Services.

PROFESSIONAL SERVICES TERMS AND CONDITIONS
Professional Services Applicability. These Professional Services Terms and Conditions are incorporated into Customer's Agreement with OmegaFi, if the Order Form indicates Professional Services have been selected by Customer.
Statements of Work. Both parties shall execute a Statement of Work ("SOW"), which shall be deemed incorporated into this Agreement, that describes the scope of work both parties agree to perform. If there is a conflict between the terms set forth in this Agreement and a Statement of Work, the terms set forth in the applicable Statement of Work will control.
Tasks and Service Deliverables. OmegaFi shall perform the Professional Services with reasonable skill and care and provide the Service Deliverables described in the applicable SOW and any Change Order Form (as defined below). OmegaFi shall use reasonable efforts to meet dates specified in a SOW for the delivery of Professional Services and Service Deliverables. OmegaFi shall use commercially reasonable efforts to schedule resources upon request from Customer. Customer understands that OmegaFi's Professional Services may include the provision of advice and recommendations, but adoption of any recommendations are the responsibility of the Customer. OmegaFi shall be responsible for project management of OmegaFi's resources and commitments. Time and schedule estimates are based on OmegaFi's experience with other similar change or services requests in the past, and the information available at the time of preparing the estimate. OmegaFi shall use reasonable efforts to adhere to any estimate provided. However, actual effort may vary and OmegaFi shall keep Customer notified of effort incurred and planned and progress throughout. OmegaFi agrees to advise Customer in writing at the earliest possible time when postponing or cancelling scheduled activity. In such instances, no liability shall arise, Customer will pay all fees and expenses associated with Professional services and Service Deliverables provided, and OmegaFi and Customer shall collaborate with reasonable commercial diligence to resume or reschedule the cancelled activity.
Service Deliverables License Grant. All Service Deliverables developed by OmegaFi pursuant to a SOW shall be the property of OmegaFi provided, however, that Customer is hereby granted a non-exclusive and non-transferable license to use the Service Deliverables solely for its internal business purposes, subject to the restrictions set out in this Agreement and the applicable SOW.
Customer Obligation. Customer agrees to deploy appropriately skilled and qualified personnel in the performance of its obligations under all SOWs, and shall provide information, decisions and approvals in a timely manner to facilitate the agreed-upon delivery schedule. Customer agrees to make available to OmegaFi access to all environments as required under a SOW, or as otherwise agreed between the Parties. OmegaFi and Customer agree to work together in good faith to mitigate any delay (i) in completion or delivery, or (ii) in the provision of the Professional Services resulting, in the reasonable opinion of OmegaFi, from Customer's failure to perform its obligations as described in the applicable SOW.
Payment Terms. Unless otherwise stated in the SOW, OmegaFi will invoice Customer for the fees on a time and materials basis at the billing rates set forth in the SOW. If OmegaFi charges travel time or travel expenses, the rate and conditions shall be agreed upon in advance by OmegaFi and Customer in the SOW. Customer shall pay OmegaFi the fees within thirty (30) days from the date of invoice.
Customization Services. In this Agreement and any SOW, "Customization Services" means any Professional Services which involve modifications by OmegaFi to the source code of any Software in order to customize certain aspects of such Software for the Customer pursuant to the terms of a SOW.
1. Where Service Deliverables are provided as a result of Customization Services, then unless otherwise specified in the SOW, the following shall apply.
  1. Following receipt of each Service Deliverable, Customer will have thirty (30) days to perform acceptance testing of that particular Service Deliverable.
  2. If the particular Service Deliverable does not embody the mutually agreed characteristics set forth in the applicable SOW, Customer may reject such Service Deliverable by providing OmegaFi written notice rejecting the particular Service Deliverable, and the reasons therefore, within the thirty (30) day testing period. If Customer does not give OmegaFi written notice rejecting the particular Service Deliverable within the thirty (30) day testing period, such Service Deliverable shall conclusively be deemed accepted.
  3. If Customer provides OmegaFi written notice rejecting the particular Service Deliverable within the thirty (30) day testing period, then after receipt of Customer's notice, OmegaFi will make any reasonable corrections or changes and resubmit the Service Deliverable to Customer for further acceptance testing.
  4. Upon Customer's receipt of the revised Service Deliverable, the procedures outlined in subparagraphs a. i), a. ii) and a. iii) above will be repeated until the Service Deliverable is accepted. The section below defines the severity levels which shall be allocated to any issues raised related to the Service Deliverables. The severity of the issue will be reviewed and finally determined by OmegaFi and in some cases the Customer may be asked to provide a brief description of the impact and rationale for "urgent" and "critical" severity levels. The severity level may change during the life of an issue. For instance, severity may be reduced with a viable workaround or the inability to recreate the problem. Severity may also be upgraded based on increased frequency of the issue or project deadlines. An acceptance shall occur if there are no open items with a severity level of "critical" or "urgent"
2. Severity Definition
  1. "Critical" means the entire system or functional component is inoperable and cannot be used until the error is resolved.
  2. "Urgent" means a serious error in a business critical function where no viable workaround is available.
  3. "Standard" means an error that does not stop the user progressing or a viable workaround is possible.
  4. "Low" means an error that causes no loss of functionality, or which may be considered cosmetic or annoying in nature.
  5. "Enhancement" means a feature is operating to the agreed specifications/requirements, however, its method of operation may be altered in order to deliver more business benefit.
3. Customer will cooperate with OmegaFi to isolate, identify and resolve any problems in the Service Deliverables.
4. Customer understands and agrees that OmegaFi makes no representations or warranties that the Service Deliverables provided as a result of Customization Services will be compatible with all future releases of the Software. Customer may be required to purchase additional Professional Services hours at an agreed to price to resolve any compatibility issues.
Change Procedure. Project costs and durations set forth in a SOW are based on the scope, requirements and assumptions as defined in such SOW. Variance in the scope, requirements or assumptions will have an impact on the project's time and cost. OmegaFi utilizes a formal change control procedure to respond to and manage the changes that may occur throughout the duration of a project. The purpose of this procedure is not to inhibit or prevent change, but rather to facilitate change in an orderly manner. OmegaFi's change control procedure is summarized below.
1. Either Customer or OmegaFi may initiate a change order
2. Customer will work with OmegaFi to document all requested changes in OmegaFi's standard change request form “Change Order Form”. This documentation will include a description of the change, reason for the change, areas affected, estimated hours, costs and completion date. OmegaFi will then submit each Change Order Form to Customer for review and approval before any work is started on the change. OmegaFi will, likewise, review and approve the changes before any work is started.
3. In the event that the Parties disagree about the proposed changes, each Party shall, within two business days from the report of the issue, identify a senior management officer who has decision making authority for each of the respective Parties. The senior management officers will discuss and arrive at a mutually acceptable decision. The results of the meeting will be documented and any milestone dates and costs will be adjusted in the Change Order Form accordingly.