Last Updated: 2026-05-07
Version: 1.0
Effective Date: May 21, 2026
About this document. These Terms govern your use of Omnilys. They form a binding contract between you and us. Read them carefully. The most important parts are in §9 (AI Output is Not Advice), §10 (Disclaimers), §11 (Limitation of Liability), §14 (Arbitration and Class-Action Waiver), and §15 (Governing Law).
Omnilys ("Omnilys", "we", "us", or "our") is operated by Teo Bridoux ("Operator"), an individual sole proprietor d/b/a Omnilys, based in San Diego, California, United States. Mailing address available on request — write to legal@omnilys.com. Operator's primary contact email is legal@omnilys.com.
Note: Operator intends to form a California limited liability company in the near term and assign these Terms to that entity on formation. We will post notice of the assignment at /terms and notify users by email at least 30 days in advance.
If you have any question about these Terms, write to us at the email above.
Omnilys is a software-as-a-service ("Service") that accepts data files or database connections you provide, runs the data through multiple third-party large language models ("AI Models"), aggregates and cross-references the model outputs into "Findings", and presents Findings as a structured report. The Service is described in greater detail at https://omnilys.com.
Omnilys is decision-support software, not professional advice. See §9.
By creating an account, clicking a button or checkbox indicating you agree to these Terms, or otherwise using the Service, you accept these Terms. If you do not accept them, do not use the Service.
If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" in these Terms includes both you personally and that entity.
You must be at least 18 years old, or the age of majority in your jurisdiction, whichever is greater.
Eligibility. You may not use the Service if a US, EU, UK, or UN sanction prohibits us from providing it to you, or if you are barred from using SaaS services under any applicable law.
Account security. You are responsible for keeping your password and any API keys you save with us confidential. Tell us immediately if your account is compromised.
One person, one account. You may not share your login. You may create separate accounts for separate teammates.
Email verification. New accounts must verify their email address before logging in.
Free Tier. Five (5) analyses per calendar month, subject to fair-use limits. We may change Free Tier limits with notice on https://omnilys.com.
Pro Tier. Paid subscription with the limits stated on the pricing page at the time of your subscription. Pro Tier includes the option to "Bring Your Own Keys" ("BYOK") — meaning you supply your own AI Model API keys, and AI usage costs are billed by the AI Model provider directly to you, not to us.
Billing. Pro Tier fees are billed in advance, monthly or annually as you select at checkout, through Stripe, Inc. ("Stripe"). All fees are stated in U.S. dollars and exclude taxes you may owe. You authorize us (and Stripe) to charge your payment method on the recurring schedule until you cancel.
Auto-renewal. Subscriptions auto-renew at the end of each billing period at the then-current price for your plan. We will give you at least 14 days' notice before any price increase.
Cancellation. You may cancel any time through the Stripe Customer Portal in your Settings. Cancellation stops future renewals; you keep Pro access until the end of the period you've already paid for. See the Refund Policy at /refunds.
Failure to pay. If a payment fails, we may suspend Pro features until you update your payment method. After 14 days of unsuccessful retries, we may downgrade your account to the Free Tier.
Taxes. You are responsible for all sales, use, VAT, GST, and similar taxes that apply to your subscription. We may collect and remit these on your behalf where required.
You own your data. You retain all right, title, and interest in the data, files, database connections, questions, and other materials you submit to the Service ("Customer Data").
Your license to us. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process your Customer Data solely as necessary to provide the Service to you, secure it, and improve it (in line with our Privacy Policy). This license ends when you delete your Customer Data or close your account, except as needed to comply with law.
No training on your data. We do not use Customer Data to train our own AI models. We do not sell Customer Data. See the Privacy Policy at /privacy for full detail on how we handle data, including what happens when you use BYOK and when your Customer Data is sent to AI Model providers.
You are responsible for your data. You represent and warrant that:
(a) you have the legal right to upload the Customer Data to the Service;
(b) the Customer Data does not contain anything prohibited by the Acceptable Use Policy at /aup;
(c) processing the Customer Data through the Service does not violate any contract, privacy law, intellectual-property right, export-control law, or other law applicable to you; and
(d) if the Customer Data contains personal information of any third party (including your employees, customers, or end users), you have given any notice and obtained any consent required by law.
Sensitive data. Do not upload data subject to the Health Insurance Portability and Accountability Act ("HIPAA"), the Gramm-Leach-Bliley Act ("GLBA"), the Payment Card Industry Data Security Standard ("PCI-DSS"), or the EU/UK GDPR's "special categories" (Article 9), unless we have signed a written agreement permitting it. The Service is not designed, certified, or contracted for these data types. If you upload such data anyway, you do so at your own risk and you indemnify us under §13.
Output is generated by AI. Findings, reports, charts, scheduled emails, exports, and any other output the Service produces ("Output") are generated by AI Models analyzing summaries of your Customer Data. AI Models can and do make mistakes. They can fabricate numbers ("hallucinate"), misinterpret patterns, miss obvious issues, and disagree with each other. Our consensus engine reduces these errors but does not eliminate them.
Your license to use Output. You may use Output for any lawful purpose internal to your business, including incorporating it into your own analyses, reports, and presentations. You may share Output with anyone, subject to any restrictions in §8 (Acceptable Use).
Our rights in aggregated metadata. We may collect anonymized, aggregated metadata about Service usage (e.g., counts of analyses run, average runtime, error rates, model trust scores aggregated across all users). We may use this metadata to operate, secure, and improve the Service. This metadata never includes your Customer Data or anything that identifies you.
You must comply with the Acceptable Use Policy at /aup (the "AUP"). The AUP is incorporated by reference into these Terms. A violation of the AUP is a material breach of these Terms.
In short, you must not:
This section is important. Read it carefully.
Output is not professional advice of any kind. Findings, reports, and recommendations produced by the Service are not, and must not be relied upon as, financial, legal, tax, accounting, medical, employment, investment, or any other form of professional advice. Output is decision-support information generated by AI Models, presented for your review, and intended only as a starting point for your own analysis.
You must verify before acting. Before you take, omit, or recommend any action based on Output — including any business decision, financial decision, hiring decision, lending decision, or representation to a third party — you must:
(a) independently verify the accuracy of any specific number cited in the Output against your source data;
(b) apply your own professional judgment to whether the Output's interpretation is correct in context; and
(c) consult a qualified human professional (e.g., your accountant, your lawyer, your data analyst) where appropriate to your decision.
No fiduciary relationship. Nothing about your use of the Service creates any fiduciary, agency, advisory, or broker-dealer relationship between you and us.
No regulatory representations. We do not represent that Output complies with any specific regulatory requirement (including SOX, GAAP, IFRS, FINRA rules, or financial-reporting standards). If your decision requires regulatory-grade accuracy, do not rely on Output without independent professional review.
Consequential decisions. You must not use Output as the sole or primary basis for any decision that materially affects an individual person's rights or opportunities — including employment, hiring, firing, promotion, compensation, lending, credit scoring, housing, insurance underwriting, healthcare, education access, or law-enforcement decisions. If you use Output to inform such a decision, a qualified human must review and independently confirm any conclusion before it is acted upon. This requirement reflects industry practice and applicable AI laws (including, where relevant, the Colorado AI Act and Illinois AI rules).
THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR TRADE USAGE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT that:
Some jurisdictions do not allow disclaimer of certain warranties; those disclaimers do not apply to you to the extent they are not permitted.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) No indirect damages. Neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, lost goodwill, business interruption, cost of substitute services, or damages from reliance on Output, even if advised of the possibility of such damages.
(b) Damages cap. Each party's total cumulative liability arising out of or relating to these Terms or the Service, in the aggregate over all claims, is capped at the greater of:
(i) the fees you actually paid us in the twelve (12) months preceding the event giving rise to the claim, or
(ii) one hundred U.S. dollars ($100).
(c) Carve-outs. The cap in (b) does not apply to:
(i) your obligation to pay fees actually due;
(ii) your indemnification obligations under §13;
(iii) breach of §6 (your representations about Customer Data) or §8 (Acceptable Use);
(iv) liability that cannot be limited under applicable law (including, in California, liability for fraud or willful injury).
(d) Basis of the bargain. You acknowledge that the Service's pricing reflects the allocation of risk in this section, and that without these limits we could not offer the Service at the prices we do.
(e) Statute of limitations. Any claim arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues, except where applicable law prohibits a shorter period than the law's default.
We will defend you against any third-party claim that the Service, when used as permitted by these Terms, infringes that third party's U.S. patent, U.S. copyright, U.S. trademark, or trade secret, and we will pay any final settlement or judgment for such a claim, provided that you (a) tell us promptly in writing, (b) give us sole control of the defense and settlement, and (c) reasonably cooperate.
We have no obligation under this section for any claim arising out of:
If a Service feature becomes the subject of an infringement claim, we may at our option (i) procure the right to keep using it, (ii) modify it to make it non-infringing, or (iii) terminate the affected feature and refund a pro-rata portion of prepaid fees. This is your sole remedy for IP infringement by the Service.
You will defend, indemnify, and hold us (and our officers, employees, contractors, and agents) harmless from any third-party claim, loss, damage, or expense (including reasonable attorneys' fees) arising out of or relating to:
(a) your Customer Data or your use of the Service in violation of these Terms or the AUP;
(b) your breach of §6(c) or §6(d) (representations about your right to use Customer Data);
(c) your use of Output in any way that does not comply with §9 (AI Output is Not Advice);
(d) your violation of any law or third-party right;
(e) your use of Output to make a "consequential decision" without the human review required by §9.
Read this carefully — it affects how you can sue us.
(a) Informal resolution first. Before filing any formal claim, you and we will try in good faith to resolve any dispute informally. To start, send a written notice describing the dispute to legal@omnilys.com. We have thirty (30) days to respond.
(b) Binding arbitration. Any dispute that is not resolved informally will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will take place in San Diego County, California unless you and we agree otherwise. The arbitrator's decision is final.
(c) Class-action waiver. You and we agree that any dispute will be brought only in our individual capacities. You and we both waive any right to bring or participate in a class action, collective action, mass action, or representative action. If a court finds this waiver unenforceable, the dispute will be heard in a court of competent jurisdiction in San Diego County, California, and the rest of §14 still applies.
(d) Exceptions. Either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in court for misuse of intellectual property or violation of confidentiality, without first arbitrating.
(e) Right to opt out. You may opt out of this arbitration agreement by emailing legal@omnilys.com within thirty (30) days of accepting these Terms (or thirty days of any material amendment), with the subject line "Arbitration Opt-Out" and your account email address in the body. If you opt out, the rest of these Terms still applies and disputes will be resolved in court under §15.
[LAWYER REVIEW] California has specific rules around mandatory arbitration in consumer contracts (Cal. Civ. Code §1281.97 etc.). A California lawyer should confirm this clause is enforceable for your customer mix and adjust the arbitrator/venue if needed.
These Terms are governed by the laws of the State of California, U.S.A., without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any claim not subject to §14 (Arbitration) will be brought exclusively in the state or federal courts located in San Diego County, California, and you and we consent to personal jurisdiction there.
By you. You can stop using the Service and close your account at any time from Settings.
By us. We can suspend or terminate your access (in whole or in part), with or without notice, if you (a) materially breach these Terms or the AUP, (b) fail to pay fees, (c) create a security or legal risk for us, or (d) we are required to do so by law.
Effect of termination. When your account terminates: (i) your license to use the Service ends immediately; (ii) you may export your Customer Data and Output through the export endpoints described in the Privacy Policy for thirty (30) days, after which we delete it (subject to backups and legal retention); (iii) sections that by their nature should survive — including §6 (your data warranties), §9, §10, §11, §12, §13, §14, §15, §17, and §18 — survive termination.
We may update these Terms from time to time. We will post the new version at /terms with an updated "Last Updated" date and, for material changes, give you at least thirty (30) days' notice by email or in-app notice. Continued use after the new Terms take effect means you accept them. If you do not accept a material change, you may cancel under §5.
Entire agreement. These Terms, the Privacy Policy, the AUP, the AI Disclosure, the Cookie Notice, the Subprocessor List, the Refund Policy, and any DPA we sign with you are the entire agreement between us about the Service and supersede any prior agreement on the same subject.
No assignment by you. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of substantially all our assets.
Severability. If any part of these Terms is held unenforceable, the rest remains in effect, and the unenforceable part is modified to the minimum extent necessary to make it enforceable.
No waiver. A failure to enforce a right is not a waiver of that right.
Notices. We send notices to the email address on your account. You send notices to legal@omnilys.com unless otherwise specified.
Force majeure. Neither party is liable for failure to perform caused by events outside its reasonable control, including natural disasters, war, civil unrest, epidemic, government action, internet outages, hosting-provider failures, or AI Model outages.
Headings. Headings are for convenience only and do not affect interpretation.
Independent contractors. We are independent contractors with respect to each other. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Government use. If you are a U.S. federal, state, or local government entity, additional terms apply. Contact us at legal@omnilys.com before signing up.
Export control. You agree not to export, re-export, or transfer the Service in violation of U.S. export-control laws (including EAR and OFAC sanctions).
Contact. For any question about these Terms, write to legal@omnilys.com or to the address in §1.
[LAWYER REVIEW] before publishing. Particular attention to: §11(b) liability cap (some jurisdictions limit how low you can set this), §14 arbitration enforceability under California law, §13 indemnification breadth, and the AI consequential-decisions language in §9 against the latest Colorado AI Act guidance.