OMNI Pro Academy

Terms & Conditions of Use

These Terms and Conditions ("Agreement" or "Terms") constitute a legally binding

contract between you (as defined below in Section 1) and OMNI RGB ("Company,"

"we," "us," or "our"), the owner and operator of OMNI Pro Academy (the

"Platform"). OMNI Pro Academy is an online educational extension of

omnirgb.com.

BY ACCESSING, REGISTERING FOR, OR USING THE PLATFORM IN ANY

WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND

AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY.

IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF

THE PLATFORM AND MAY NOT ACCESS ITS CONTENT.

Your continued use of the Platform following any posted updates constitutes your

acceptance of the revised Terms. It is your responsibility to review this Agreement

periodically.

SECTION 1 – DEFINITIONS

The following definitions apply throughout this Agreement:

• "User," "you," or "your" refers to any individual or entity that accesses or

uses the Platform, including business owners, employers, and registered

employees.

• "Employee" means a current W-2 employee of a subscribing business entity

who has been granted access by the subscribing employer.

• "Employer" or "Subscriber" means the business entity that purchases or

activates access to the Platform on behalf of its employees.

• "Content" means all text, video, audio, graphics, processes, systems,

courseware, assessments, branding, and any other materials made available

through the Platform.

• "Account" means the credentials and access rights assigned to a registered

User.

• "Effective Date" means the date on which you first access or use the

Platform, or the date inserted above, whichever is earlier.

SECTION 2 – NATURE OF THE PLATFORM; EDUCATIONAL USE

ONLY

OMNI Pro Academy is provided strictly for educational and informational

purposes. All Content is designed as supplemental training material only and must

not be construed as professional advice, certification, or compliance guidance of

any kind.

Specific Limitations:

• This Platform does NOT replace, substitute for, or satisfy OSHA training

requirements, jobsite safety certifications, professional licensing, or any

other legally mandated training program.

• Content does not constitute legal, regulatory, financial, or professional

advice.

• OMNI RGB makes no representation that the Content satisfies any industry

standard, code of practice, or regulatory requirement applicable to your

business or jurisdiction.

• You bear sole and exclusive responsibility for verifying that your operations

comply with all applicable federal, state, and local laws, safety regulations,

building codes, and industry standards.

SECTION 3 – ELIGIBILITY & ACCOUNT SECURITY

3.1 Eligibility

• You must be at least 18 years of age to access or use the Platform.

• By registering, you represent and warrant that all information you provide is

accurate, current, and complete.

• Access is available only to legal residents or entities authorized to conduct

business in the United States.

3.2 Employer Responsibilities

• Employers are responsible for ensuring that only eligible W-2 employees are

granted access.

• Employers guarantee, by activating employee access, that each registered

individual is a current W-2 employee at the time of registration and

throughout the access period.

• Employers are jointly and severally responsible for all acts and omissions of

their registered employees on the Platform.

3.3 Account Security

• You are solely responsible for maintaining the confidentiality of your login

credentials.

• You must immediately notify us at the support contact listed in Section 15 of

any unauthorized use of your account or any other security breach.

• You agree not to share, transfer, sell, or sublicense account access under

any circumstances.

• OMNI RGB is not liable for any loss or damage arising from your failure to

maintain account security.

SECTION 4 – ACCESS LIMITS

Access to the Platform is subject to the following restrictions, unless expressly

modified in a separate written agreement signed by an authorized representative

of OMNI RGB:

Employee Access:

• Each subscribing Employer may have a maximum of three (3) active

employee registrations at any given time.

• Employee access is valid for seven (7) calendar days from the date of

registration, after which access automatically expires.

• Employers wishing to extend or renew employee access must do so through

the Platform or by contacting support.

Business Owner / Administrator Access:

• Business owners or designated administrators may receive access for up to

one (1) year from the activation date, unless otherwise stated at the time of

purchase or in a written agreement.

Prohibited Uses:

• You may not register contractors, subcontractors, independent service

providers, or any individual who is not a current W-2 employee.

• You may not share, broadcast, screen-share, or otherwise transmit Platform

access or Content to parties outside your registered account.

• Access rights are non-transferable and terminate automatically upon an

employee's separation from your organization.

Violation of any access restriction may result in immediate suspension or

permanent termination of all accounts associated with the subscribing Employer

without notice and without refund.

SECTION 5 – ACCEPTABLE USE POLICY

You agree to use the Platform only for its intended educational purposes. The

following activities are strictly prohibited:

• Using the Platform for any unlawful purpose or in violation of any applicable

law or regulation.

• Attempting to gain unauthorized access to any portion of the Platform, its

servers, networks, or related systems.

• Reverse engineering, decompiling, disassembling, or otherwise attempting

to derive source code or underlying processes from the Platform.

• Uploading or transmitting malicious code, viruses, or disruptive software of

any kind.

• Engaging in any conduct that restricts or inhibits other users' ability to use

or enjoy the Platform.

• Using automated scripts, bots, scraping tools, or data harvesting methods to

collect Content or user data.

• Misrepresenting your identity, affiliation, or qualifications.

• Using the Platform to develop, train, or improve any competing product or

service, including AI models.

OMNI RGB reserves the right, but has no obligation, to monitor use of the Platform

and to investigate and take action against any suspected violations of this Section.

SECTION 6 – INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership

All Content on the Platform — including but not limited to videos, written training

materials, proprietary systems, processes, assessments, graphics, logos,

trademarks, and branding — is the exclusive intellectual property of OMNI RGB

and is protected by applicable U.S. and international copyright, trademark, trade

secret, and other intellectual property laws.

6.2 Limited License

Subject to your compliance with these Terms, OMNI RGB grants you a limited,

non-exclusive, non-transferable, non-sublicensable, revocable license to access and

view the Content solely for your internal business training purposes during your

authorized access period. No other rights are granted.

6.3 Prohibited Actions

You expressly agree NOT to:

• Copy, download, record, capture, or store Content by any means beyond

what is technically necessary to stream it during your session.

• Reproduce, republish, redistribute, broadcast, or publicly display any

Content.

• Modify, adapt, translate, or create derivative works based on any Content.

• Remove, obscure, or alter any copyright notice, trademark, watermark, or

proprietary legend.

• Resell, sublicense, rent, lease, or otherwise commercialize access to the

Platform or its Content.

6.4 Feedback

If you provide any feedback, suggestions, or ideas regarding the Platform, you

grant OMNI RGB a perpetual, irrevocable, royalty-free, worldwide license to use,

incorporate, and exploit such feedback without restriction or compensation to you.

6.5 DMCA / Infringement Notice

If you believe any Content on the Platform infringes your intellectual property

rights, please submit a written notice to our designated contact address in Section

15, including all information required under 17 U.S.C. § 512(c)(3). We will respond

to valid notices in accordance with applicable law.

SECTION 7 – DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE

PLATFORM AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS

AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR

IMPLIED.

OMNI RGB EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT

LIMITED TO:

• Any implied warranties of merchantability, fitness for a particular purpose,

title, or non-infringement.

• Any warranty that the Platform will be uninterrupted, error-free, virus-free,

or secure.

• Any warranty that defects will be corrected or that the Platform or its

servers are free of harmful components.

• Any warranty regarding the accuracy, completeness, reliability, or

timeliness of any Content.

• Any warranty that the Platform meets your specific business, operational, or

training requirements.

Some jurisdictions do not allow the exclusion of implied warranties; in such cases,

the above disclaimers apply to the maximum extent permitted by law.

SECTION 8 – LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO

EVENT SHALL OMNI RGB, OMNI PRO ACADEMY, OR ANY OF THEIR

OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS,

AGENTS, LICENSORS, OR AFFILIATES BE LIABLE FOR:

• Any indirect, incidental, special, consequential, exemplary, or punitive

damages.

• Any loss of profits, revenue, data, goodwill, business opportunity, or

anticipated savings.

• Bodily injury, death, or property damage arising from the use or misuse of

training Content by you or your employees.

• Any errors or omissions in Content, or actions taken or not taken in reliance

on such Content.

• Unauthorized access to or alteration of your transmissions or data.

• Any third-party conduct or content on the Platform.

IN ALL CASES, THE TOTAL AGGREGATE LIABILITY OF OMNI RGB AND

OMNI PRO ACADEMY TO YOU FOR ANY CLAIMS ARISING UNDER OR

RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF

(A) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO OMNI RGB IN THE

TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE

CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

This limitation of liability applies regardless of the theory of liability (contract, tort,

strict liability, or otherwise) and even if OMNI RGB has been advised of the

possibility of such damages. Some jurisdictions do not allow certain liability

exclusions; in those jurisdictions, our liability is limited to the maximum extent

permitted by law.

SECTION 9 – INDEMNIFICATION

You agree to defend, indemnify, and hold harmless OMNI RGB, OMNI Pro

Academy, and each of their respective owners, officers, directors, employees,

contractors, agents, licensors, and affiliates (collectively, the "Indemnified Parties")

from and against any and all claims, demands, suits, proceedings, losses, liabilities,

damages, judgments, fines, penalties, costs, and expenses (including reasonable

attorneys' fees and court costs) arising out of or related to:

• Your access to or use of the Platform.

• Your employees' access to or use of the Platform or their application of any

Content.

• Any breach or alleged breach of these Terms by you or your employees.

• Any violation of applicable law, regulation, or third-party rights by you or

your employees.

• Any negligence, willful misconduct, or omission by you or your employees in

connection with any work performed.

• Any jobsite incident, injury, death, or property damage connected in any way

to training received through the Platform.

OMNI RGB reserves the right, at its own expense, to assume exclusive control of

any matter subject to indemnification, in which case you agree to cooperate fully

with OMNI RGB's defense.

SECTION 10 – ASSUMPTION OF RISK

By using this Platform and permitting your employees to use this Platform, you

expressly acknowledge and agree that:

• You have independently evaluated the suitability of the training Content for

your specific operations and work environments.

• You assume full responsibility for how the training is implemented,

interpreted, and applied in the field.

• You assume all risk of personal injury, death, property damage, regulatory

violation, or business loss arising from your employees' actions, whether or

not those actions relate to Content provided through the Platform.

• OMNI RGB's training does not, and cannot, account for all possible site

conditions, variables, or hazards your employees may encounter.

• You remain solely responsible for jobsite safety planning, supervision, and

compliance with all applicable safety laws and regulations.

SECTION 11 – PAYMENTS, FEES & REFUND POLICY

11.1 Payment Terms

• All applicable fees are due and payable at the time of purchase or renewal,

unless otherwise specified in writing.

• OMNI RGB reserves the right to introduce, modify, or discontinue any

pricing, subscription plan, or fee structure at any time.

• Continued use of the Platform following a fee change constitutes acceptance

of the updated pricing.

11.2 No Refunds

ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE. No refunds will be issued

for any reason, including but not limited to: unused access periods, early

cancellation, dissatisfaction with Content, termination due to a Terms violation, or

changes to the Platform. Exceptions may be made solely at the written discretion

of OMNI RGB.

11.3 Subscription Renewals

• OMNI RGB reserves the right to transition the Platform to a subscription-

based model at any time with reasonable notice.

• If auto-renewal is enabled, you authorize OMNI RGB to charge the

applicable renewal fee to your payment method on file.

• It is your responsibility to cancel before the renewal date if you do not wish

to be charged.

SECTION 12 – COMMUNICATIONS CONSENT (SMS, CALLS & EMAIL)

By registering for or using the Platform, you expressly consent to receive

communications from OMNI RGB and OMNI Pro Academy via:

• Text messages (SMS) and/or MMS, including automated or pre-recorded

messages, to the mobile number you provide.

• Telephone calls, which may be pre-recorded or use an automatic telephone

dialing system (ATDS).

• Email communications to the address you provide.

Such communications may relate to: account setup and verification, training

access and reminders, service updates and announcements, marketing and

promotional offers, and billing and renewal notices.

You acknowledge that this consent is not a condition of any purchase and that

standard message and data rates may apply. You may opt out of SMS at any time

by replying STOP to any text message. To opt out of marketing emails, use the

unsubscribe link in any email or contact us at the address in Section 15. Opting out

of marketing communications does not affect transactional or account-related

notices.

This consent is provided in compliance with the Telephone Consumer Protection

Act (TCPA), the CAN-SPAM Act, and all other applicable federal and state

communications laws.

SECTION 13 – ACCOUNT SUSPENSION & TERMINATION

OMNI RGB reserves the right, in its sole discretion, to suspend, restrict, or

permanently terminate your access to the Platform at any time, with or without

prior notice, for any reason, including but not limited to:

• Any violation of these Terms.

• Non-payment of applicable fees.

• Providing false, inaccurate, or misleading registration information.

• Any conduct that OMNI RGB determines, in its sole judgment, to be harmful

to the Platform, other users, or OMNI RGB's interests.

• Any legal or regulatory requirement compelling termination.

Upon termination: your license to use the Platform and all Content immediately

revokes; you must cease all use and delete any downloaded or saved Content; no

refund will be issued for any remaining access period; and all provisions of this

Agreement that by their nature should survive termination shall remain in full

force and effect.

SECTION 14 – DISPUTE RESOLUTION, ARBITRATION & CLASS

ACTION WAIVER

14.1 Informal Resolution

Before initiating any formal dispute process, you agree to contact OMNI RGB at

the address in Section 15 and provide written notice describing the dispute and

the relief sought. The parties shall attempt to resolve the dispute informally for a

period of thirty (30) days from the date of the notice.

14.2 Binding Arbitration

IF INFORMAL RESOLUTION FAILS, ANY AND ALL DISPUTES, CLAIMS, OR

CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR THE PLATFORM — INCLUDING QUESTIONS OF ARBITRABILITY —

SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING

ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION

ASSOCIATION (AAA) UNDER ITS CONSUMER ARBITRATION RULES,

EXCEPT AS MODIFIED HEREIN. ARBITRATION SHALL TAKE PLACE IN

NORTH CAROLINA OR BY VIDEOCONFERENCE AT OMNI RGB'S OPTION.

THE ARBITRATOR'S AWARD SHALL BE FINAL AND BINDING AND MAY

BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT

JURISDICTION.

14.3 Class Action Waiver

YOU AND OMNI RGB EACH EXPRESSLY WAIVE THE RIGHT TO BRING OR

PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR

REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT

CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT

OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS

PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE

ARBITRATION AGREEMENT IN SECTION 14.2 SHALL BE NULL AND VOID.

14.4 Exceptions

Notwithstanding Section 14.2, either party may seek injunctive or other equitable

relief from a court of competent jurisdiction to prevent irreparable harm, including

to protect intellectual property rights or confidential information.

14.5 Governing Law & Venue

This Agreement shall be governed by and construed in accordance with the laws of

the State of North Carolina, without regard to its conflict of law provisions. For any

claims not subject to arbitration, each party irrevocably consents to the exclusive

jurisdiction and venue of the state and federal courts located in North Carolina.

SECTION 15 – NO GUARANTEES OF RESULTS

OMNI RGB and OMNI Pro Academy make no guarantees, representations, or

warranties — express or implied — regarding:

• Employee performance, productivity, skill attainment, or behavioral change

following training.

• Reduction in mistakes, callbacks, rework, or safety incidents.

• Business growth, increased revenue, customer satisfaction, or operational

improvement.

• Any specific outcome resulting from the use or application of any Content.

All results depend entirely on factors outside OMNI RGB's control, including

individual employee effort, employer implementation and follow-through, site

conditions, and company operations and culture.

SECTION 16 – FORCE MAJEURE

OMNI RGB shall not be liable for any delay or failure to perform its obligations

under this Agreement due to causes beyond its reasonable control, including but

not limited to: acts of God, natural disasters, war, terrorism, government orders or

restrictions, pandemics or public health emergencies, labor disputes, power

outages, internet or telecommunications failures, or cyberattacks. In such events,

OMNI RGB's obligations shall be suspended for the duration of the force majeure

event.

SECTION 17 – PRIVACY

Your use of the Platform is also governed by our Privacy Policy, which is

incorporated herein by reference. By using the Platform, you consent to the

collection, use, and processing of your personal information as described in the

address below.

SECTION 18 – GENERAL PROVISIONS

18.1 Entire Agreement

This Agreement, together with any written addenda, order forms, or schedules

signed by both parties, constitutes the entire agreement between you and OMNI

RGB with respect to the Platform and supersedes all prior representations,

understandings, negotiations, and agreements.

18.2 Modifications

OMNI RGB reserves the right to update or modify these Terms at any time.

Updated Terms will be posted on the Platform with a revised effective date. Your

continued use of the Platform after posting constitutes acceptance of the modified

Terms. If you do not agree to a modification, your sole remedy is to discontinue use

of the Platform.

18.3 Severability

If any provision of this Agreement is found by a court or arbitrator of competent

jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified

to the minimum extent necessary to make it enforceable, and the remaining

provisions shall continue in full force and effect.

18.4 Waiver

No failure or delay by OMNI RGB in exercising any right, power, or privilege under

this Agreement shall operate as a waiver thereof, nor shall any single or partial

exercise of any right preclude any further exercise of that right or the exercise of

any other right.

18.5 Assignment

You may not assign or transfer any of your rights or obligations under this

Agreement without OMNI RGB's prior written consent. OMNI RGB may freely

assign this Agreement in connection with a merger, acquisition, corporate

reorganization, or sale of assets without notice to you.

18.6 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective

permitted successors and assigns. Nothing in this Agreement shall create or be

deemed to create any third-party beneficiary rights.

18.7 Headings

this Agreement.

Section headings are for convenience only and shall not affect the interpretation of

18.8 Electronic Agreement

You agree that this Agreement, entered into electronically by accessing or using

the Platform, is as legally binding as a signed paper contract. You waive any right

to assert that electronic acceptance renders this Agreement unenforceable.

SECTION 19 – CONTACT INFORMATION

For all questions, notices, legal inquiries, or support requests relating to this

Agreement, please contact:

OMNI RGB / OMNI Pro Academy

Website: omnirgb.com

Phone:

(984) 299-6664

Email:

[email protected]

Location:

7204 Acc Blvd.

Raleigh, NC 27617