Legal
Subscription Agreement
Version v1.4 · Document ID 95fa22ad5019
Subscription Agreement
Omniscape LLC · 8 The Green #26398, Dover, DE 19901 · info@omniscape.io Last updated: September 23, 2026 · Version v1.4 This Subscription Agreement (the "Agreement") is between Omniscape LLC, a Delaware limited liability company ("Omniscape," "we," "us") and the entity or person accepting it (the "Customer," "you"). By clicking "I agree," signing an Order, or using the Service, you agree to it. If you accept for an organization, you represent that you have authority to bind it.
1. Definitions
Service: the Omniscape platform, its tooling, features and APIs, hosted at your assigned tenant subdomain. Order: the order form or subscription selection identifying your plan, seats, allowances and fees. Generated Content: any output produced by or through the Service, including outputs of third-party AI models, that you create, render, edit, download or publish. Customer Data: content, prompts, media and information you or your Authorized Users put into the Service. Authorized User: an individual you permit to use the Service under your account, within your seat limit.
2. The Service; Access
2.1 Subject to this Agreement and your payment of fees, Omniscape grants you a non-exclusive, non-transferable, revocable right to use the Service during the Term for your internal business purposes, up to the seats and allowances in your Order. 2.2 You are responsible for your Authorized Users' compliance with this Agreement and for all activity under your account, and will keep credentials secure. The Service is per-tenant; you will not access another tenant's environment or data. 2.3 Your personnel; departing personnel. You are responsible for all use of the Service under your account, including use by a current or former employee, contractor or agent, whether or not that use was authorised by you and whether or not it breaches your own internal policies. You are solely responsible for provisioning and promptly de-provisioning access — removing a seat, rotating a shared credential and revoking a session — when any person leaves your organisation or changes role. Omniscape provides the controls to do this; using them is yours. Any Generated Content produced, any content published, any breach of Section 5 or 8, and any disclosure of Confidential Information caused by such a person is your act for the purposes of this Agreement, including its indemnification and liability provisions, and Omniscape has no liability for it.
3. Plans, Fees, and Billing
3.1 Fees, seats and usage allowances are stated in your Order. Subscriptions renew automatically for periods equal to the initial term unless cancelled before the renewal date. 3.2 Fees are billed in advance by the method stated in your Order and are non-refundable except as expressly stated. Overage, usage beyond your allowances, and any activation fee are billed as described in your Order. We may change fees on renewal with at least 30 days' notice. 3.3 If you elect a card or bank-debit payment method, you authorize us and our payment processor to charge it. Late or failed payment may result in suspension after notice. You are responsible for applicable taxes other than taxes on our income.
4. Customer Data and License to Operate
4.1 As between the Parties, you own your Customer Data. You grant Omniscape and its subprocessors a worldwide, non-exclusive license to host, process, transmit and display it, and to generate Generated Content, solely to provide and support the Service. 4.2 You represent that you have all rights, licenses and consents necessary for your Customer Data and inputs (including any third-party images, music, names, likenesses or trademarks), and that your use of them and of the resulting Generated Content does not infringe or violate any third-party right or law. 4.3 We may use aggregated, de-identified data identifying neither you nor any individual to operate, secure and improve the Service. 4.4 Service measurement. We measure how the Service performs and is used, including on your tenant subdomain. Measurement runs only for visitors our hosting provider places in the United States; where that location is anything else, or cannot be determined, nothing is measured and no measurement tool is loaded in the browser. A measurement tool here means a third-party analytics or session-replay component that reports to its provider. Every visitor's browser does receive our pages' own inactive code, including the marketing page's consent script and the application's measurement components; on its own that code measures nothing, and it loads a measurement tool only for a visitor in the United States (for session replay, only after that visitor opts in). What is reported is the address of the page or route viewed, together with the technical and page-performance information described in our Privacy Policy. Where an address carries a token — a share link, a signing link, an onboarding link — your browser removes that token before anything is reported, and query parameters we do not recognize are dropped rather than passed on. No session-recording or screen-replay technology runs on your tenant subdomain. Where we offer session replay at all, it runs only on our own public and self-service surfaces, only in the United States, and only after that visitor opts in; a browser privacy signal is treated as a refusal, and advertising storage is declined. We do not sell measurement data, use it for advertising, or use it to build a profile of any individual. Separately, and outside our application, our hosting provider writes a server log entry for every request it receives from any location, as it does for any site it hosts. Our Privacy Policy states these practices in full.
5. Acceptable Use
You will not, and will not permit any Authorized User to: (a) create or distribute content that is unlawful, defamatory, harassing, hateful or infringing, or that depicts a real person's likeness or voice without rights or consent; (b) generate content deceptively impersonating a real individual, or sexual, deceptive "deepfake" or election-manipulating content; (c) violate the terms, policies or rate limits of any third-party platform (including TikTok, Instagram or any model provider) through the Service; (d) reverse engineer, resell or provide the Service to third parties except your own Authorized Users; or (e) interfere with the Service's security or integrity. We may suspend access to address a material or legal risk, with notice where practicable.
6. Intellectual Property
6.1 Omniscape and its licensors own all right, title and interest in the Service, including its software, templates, prompt systems and the "Omniscape" name and marks. No rights are granted except as stated. 6.2 As between you and Omniscape, you own the Generated Content you create, subject to (a) the rights of the underlying AI model providers and any stock or third-party assets under their terms, and (b) your compliance with this Agreement. You acknowledge that AI-generated outputs may not be eligible for copyright protection, may not be unique to you, and that similar outputs may be generated for other users.
7. Third-Party Services
The Service integrates third-party providers (including AI model vendors, rendering infrastructure and payment processing). Your use may be subject to their terms, and their availability and outputs are outside our control. We are not responsible for third-party services; a third party's change, outage or content moderation is not a breach by us.
8. AI-Generated Content: Your Responsibility
8.1 The Service is a tool; you are the publisher. Omniscape provides automation that produces Generated Content at your direction. You decide what to generate, you review it, you approve it, and you alone decide whether, when, where, and how to publish or distribute it. Omniscape does not publish content on your behalf and does not review, endorse, or control Generated Content. 8.2 Outputs are probabilistic and provided "AS IS." AI models can produce content that is inaccurate, misleading, biased, offensive, unoriginal, or that incorporates or resembles third-party material. We do not warrant that Generated Content is accurate, original, non-infringing, fit for any purpose, or suitable for publication. You are responsible for reviewing and clearing all Generated Content before any use. 8.3 No liability for backlash or consequences of publication. To the maximum extent permitted by law, Omniscape is not liable for, and you assume all risk arising from, your use, publication, or distribution of Generated Content, including: reputational harm, public or audience backlash, "cancellation," boycotts, or negative press; claims of defamation, false light, or violation of publicity, privacy, or moral rights; copyright, trademark, or other intellectual-property claims; regulatory, advertising-standards, or disclosure violations (including any obligation to label content as AI-generated); and suspension, demonetization, removal, or banning of your accounts by any third-party platform. 8.4 Your disclosure obligations. You are solely responsible for determining and meeting any legal or platform requirement to disclose that content is AI-generated, and for any rights clearances, talent or likeness releases, music licenses, and endorsement or advertising disclosures applicable to content you publish.
9. Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL GENERATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.
10. Indemnification by Customer
You will defend, indemnify, and hold harmless Omniscape and its officers, members, and employees from and against any third-party claim, and any resulting losses, damages, liabilities, and reasonable attorneys' fees, arising out of or relating to: (a) your Customer Data or inputs; (b) Generated Content you create, publish, or distribute; (c) your or your Authorized Users' use of the Service in violation of this Agreement or applicable law; (d) your violation of any third-party platform's terms; or (e) any use of the Service under your account by a current or former employee, contractor or agent of yours, including a person whose access you failed to revoke, and any resulting breach of confidentiality. We will give you prompt notice of the claim, reasonable cooperation, and control of the defense (you may not settle in a way that imposes obligations on us without our consent).
11. Limitation of Liability
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. 11.2 EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID TO OMNISCAPE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. 11.3 These limitations do not apply to liability that cannot be limited under applicable law (such as, in some jurisdictions, gross negligence or willful misconduct). The allocations of risk in Sections 8–11 are a material basis of this Agreement and reflect the pricing of the Service.
12. Term; Suspension; Termination
12.1 This Agreement starts when you first accept it and continues for the subscription term in your Order and any renewals. Either Party may terminate for the other's material breach not cured within 30 days of written notice. You may cancel renewal through your account or by written notice before the renewal date. 12.2 We may suspend or terminate immediately for non-payment after notice, for a material security or legal risk, or for a material breach of Section 5 or 8. On termination your right to access the Service ends; we will make Customer Data available for export for 30 days, after which we may delete it. Sections that by their nature survive (including 2.3, 4.2, 6, 8–11, 13–14) survive termination.
13. Confidentiality
Each Party may receive the other's non-public information ("Confidential Information"). The Recipient will use it only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel and advisors who need it and are bound by confidentiality. Exclusions apply for information that is public, independently developed, or lawfully obtained without restriction. Each Party is responsible for a disclosure by its own personnel, including a current or former employee, contractor or agent, as if it had made the disclosure itself. This Section supersedes any prior non-disclosure agreement between the Parties as to information covered by both, except that the Ownership of Work Product and Non-Solicitation sections of any such agreement survive and remain in force.
14. General
14.1 Governing law; dispute resolution. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Any dispute the Parties cannot resolve informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Delaware and conducted in English; judgment on the award may be entered in any court of competent jurisdiction. Either Party may instead seek injunctive or other equitable relief in the state or federal courts in New Castle County, Delaware to protect its intellectual property or Confidential Information. Each Party bears its own arbitration costs unless the arbitrator allocates otherwise, and the arbitrator may not award damages excluded by Section 11. 14.2 Changes to terms. We may update this Agreement; material changes take effect on renewal or on 30 days' notice, and continued use after the effective date constitutes acceptance. The version you accepted governs your current term. 14.3 Notices. To Omniscape: info@omniscape.io (Omniscape LLC, 8 The Green #26398, Dover, DE 19901). To you: your account email. 14.4 Assignment. You may not assign this Agreement without our consent, except to a successor in a merger or sale of substantially all assets. We may assign to an affiliate or successor. 14.5 Miscellaneous. This Agreement with your Order is the entire agreement and supersedes prior proposals on its subject matter. If any provision is unenforceable the rest remains in effect; failure to enforce a provision is not a waiver. Neither Party is liable for delays beyond its reasonable control. The Parties are independent contractors. 14.6 Electronic acceptance. Acceptance is recorded as the agreement version, UTC timestamp, accepting user's name and email, tenant ID and source IP.