Terms & Conditions

Effective Date: 8/1/2025

Welcome to OmniSmart Media (“we,” “us,” “our,” “OmniSmart”). By accessing or using https://omnismartmedia.com (the “Site”) and any of our services (collectively, the “Services”), you agree to the following Terms & Conditions (these “Terms”). If you do not agree with these Terms, please do not access or use the Site or Services.

1. Acceptance of Terms

1.1. These Terms govern your access to and use of the Site and Services.
1.2. These Terms are a legal agreement between you (an individual or entity) and OmniSmart.
1.3. By using the Site or engaging our Services, you represent that you have capacity to enter into a binding agreement with us.

2. Services

2.1. OmniSmart offers digital marketing and creative services, including but not limited to graphic design, copywriting, social media management, web development, search engine optimization (SEO), and related consulting.
2.2. Specific terms (deliverables, timelines, fees) for each client engagement will be spelled out in separate statements of work (SOW), proposals, or contracts (“Service Agreements”).
2.3. To the extent there is any conflict between these Terms and a separate Service Agreement, the Service Agreement shall control for that engagement.

3. Use of Site; Restrictions

3.1. You may use the Site for lawful purposes only.
3.2. You agree not to:
 a. Use the Site in any way that violates any applicable law or regulation;
 b. Interfere with or disrupt the Site or servers/networks connected to the Site;
 c. Attempt to gain unauthorized access to parts of the Site or other systems or networks;
 d. Reproduce, duplicate, copy, sell, resell, or exploit for any commercial purpose the Site (aside from your use as a client);
 e. Use any automated means (bots, scraping, data mining) to access or collect content from the Site without our express permission;
 f. Impersonate any person or entity or misrepresent your affiliation with any person or entity;
 g. Upload, post, transmit, or otherwise make available any content that is unlawful, defamatory, infringing, harmful, or otherwise objectionable.

4. Intellectual Property

4.1. OmniSmart (or its licensors) retains all rights, title, and interest in its pre‑existing intellectual property (designs, tools, templates, code, processes, methodologies).
4.2. Upon full payment and subject to the terms of the Service Agreement, OmniSmart grants you a limited, non‑exclusive, non‑transferable license to use the deliverables (designs, website assets, copy, etc.) for your intended business purposes.
4.3. You may not reverse engineer, decompile, disassemble, or create derivative works based on OmniSmart’s proprietary materials unless expressly permitted in writing.
4.4. You guarantee that any materials you provide to us (e.g., images, text, logos) do not infringe any third‑party intellectual property rights, and you grant us a license to use those materials in connection with the Services.

5. Client Responsibilities

5.1. You agree to provide timely feedback, approvals, content, and materials as needed for us to deliver the Services.
5.2. Delays caused by your failure to provide required materials or approvals may result in schedule adjustments and additional fees.
5.3. You are responsible for compliance with all laws, regulations, and third‑party terms applicable to your business (e.g. privacy laws, advertising rules).

6. Fees, Payments & Refunds

6.1. Fees and payment terms will be specified in each Service Agreement.
6.2. Unless otherwise agreed, all invoices are due within [e.g. 14 or 30] days of invoice date.
6.3. Late payments may incur interest or late fees at a rate of [e.g. 1.5% per month] or the maximum permitted by law.
6.4. Unless otherwise agreed, fees are non‑refundable.
6.5. If you dispute a charge, you must notify us in writing within [e.g. 10] business days of receiving the invoice. Failure to timely dispute constitutes acceptance of the charge.

7. Term & Termination

7.1. These Terms remain in effect while you use the Site or engage us for Services.
7.2. Either party may terminate a Service Agreement in accordance with its terms.
7.3. We may suspend or terminate your access to the Site or Services (in whole or in part) at any time, with or without cause, upon notice to you.
7.4. Upon termination or expiration, your licenses to use deliverables (as set out in the Service Agreement) will remain in effect unless otherwise specified.
7.5. You will remain responsible for all fees due for Services performed up to the date of termination.

8. Disclaimers & Limitation of Liability

8.1. Disclaimer of Warranties. The Site and Services are provided “as is” and “as available,” without warranties of any kind, express or implied. OmniSmart disclaims all warranties, including merchantability, fitness for a particular purpose, non‑infringement, and those arising from course of dealing or usage.
8.2. We do not guarantee any particular results, such as increases in traffic, online leads, or revenue.
8.3. Limitation of Liability. To the fullest extent permitted by law, OmniSmart’s total liability under or in connection with these Terms or any Service Agreement is limited to the fees paid by you under that Service Agreement (or in the prior 12 months, if no such agreement). In no event will OmniSmart be liable for indirect, incidental, special, punitive, or consequential damages (lost profits, lost data, delays, business interruption, etc.), even if advised of the possibility of such damages.
8.4. Some jurisdictions do not permit limitations on implied warranties or exclusion of certain damages; in such jurisdictions, some of the above limitations may not apply to you.

9. Indemnification

You agree to defend, indemnify, and hold harmless OmniSmart, its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms or any Service Agreement;

• your use of or reliance on the Services or deliverables;

• any claim that the content or materials you provided infringe third‑party rights;

• your violation of applicable law or third‑party rights.

10. Privacy

Your use of the Site is also governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Site or our Services, you consent to our collection, use, and disclosure of information as described in that policy.

11. Third‑Party Links, Integrations & Tools

11.1. The Site may include links to third‑party websites or resources. We are not responsible or liable for their content or availability.
11.2. If we integrate or use third‑party services (e.g., analytics, social platforms, plugins), you agree to comply with those service providers’ terms and accept any risks associated.
11.3. We are not liable for performance, availability, or security of third‑party services.

12. Modifications

12.1. We may revise or update these Terms at any time, at our sole discretion. We will post the updated version on the Site and revise the “Last Updated” date.
12.2. Your continued use of the Site or Services after such changes constitutes acceptance of the updated Terms.
12.3. If any modification is unacceptable to you, your sole remedy is to stop using the Site and terminate any Service Agreements as allowed under their terms.

13. Miscellaneous

13.1. Governing Law & Jurisdiction. These Terms and all Service Agreements are governed by and construed under the laws of [State / Country], without regard to conflict of laws rules. Any disputes will be subject to the exclusive or non‑exclusive jurisdiction of the courts in [City, State / Country].
13.2. Severability. If a court finds any provision of these Terms invalid or unenforceable, the remainder of these Terms will remain in full force.
13.3. Waiver. No waiver by OmniSmart of any term or breach shall be a further or continuing waiver of that or any other term.
13.4. Assignment. You may not assign or transfer your rights or obligations hereunder without our prior written consent. OmniSmart may assign these Terms or its rights without consent.
13.5. Entire Agreement. These Terms (together with any applicable Service Agreement) constitute the entire agreement between you and OmniSmart regarding the Site and Services and supersede all prior or contemporaneous agreements.
13.6. Notices. Any notices under these Terms must be in writing and sent to the addresses specified in the Service Agreement or via email addresses as appropriate.