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Omnivast — Terms of Service

Effective Date: May 12, 2026
Operated by Windy Oak Ventures LLC

1. AGREEMENT TO THESE TERMS

These Terms of Service ("Terms") constitute a binding legal agreement between you and Windy Oak Ventures LLC, a Pennsylvania limited liability company that operates the Omnivast platform ("we," "us," or "our"). Omnivast is a subscription-based software-as-a-service platform providing customer relationship management, AI-assisted call preparation, contact intelligence, email synchronization, and related tools for manufacturers' representative agencies and independent sales professionals.

By creating an account, accessing the platform, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and the terms "you" and "your" refer to that entity.

If you do not agree to these Terms, do not use the Omnivast platform.

2. ACCOUNT REGISTRATION AND ELIGIBILITY

To use Omnivast, you must:

You are responsible for all activity that occurs under your account. Notify us immediately at info at windyoakllc.com if you suspect unauthorized use of your account.

We reserve the right to refuse registration or cancel accounts at our discretion, including for violations of these Terms or for any other reason we determine to be appropriate.

3. SUBSCRIPTION AND BILLING

3.1 Subscription Plans

Omnivast is offered on a per-seat subscription basis. Current pricing is published on the Omnivast website and may be updated from time to time. Subscription types include individual representative seats and manager/administrator seats as described on the pricing page.

3.2 Payment

Subscription fees are billed in advance on a monthly basis. By subscribing, you authorize us to charge your designated payment method for the applicable fees on each billing cycle. All fees are in U.S. dollars and are non-refundable except as described in Section 3.4.

3.3 Fee Changes

We may change subscription fees at any time. We will provide at least 30 days' written notice before any fee increase takes effect for existing subscribers. Your continued use of the platform after a fee change takes effect constitutes acceptance of the new fees.

3.4 Refunds

We do not provide refunds for partial months of service or for unused subscription periods. If you cancel your subscription, you will retain access to the platform through the end of the current billing period. We reserve the right to offer refunds at our sole discretion on a case-by-case basis.

3.5 Nonpayment and Suspension

If payment fails and is not resolved within 10 days of the failure, we may suspend your account. Continued nonpayment after suspension may result in termination and deletion of your account data pursuant to Section 12.

3.6 AI Credits

AI-powered features within the platform consume credits. Your monthly credit allocation is based on the number of active seats on your account multiplied by the credits per seat for your subscription plan. Credit consumption is calculated from actual AI service costs at a rate set by Windy Oak Ventures LLC. This rate may be adjusted with reasonable notice. Credits are the unit displayed within the platform; raw AI service cost figures are not displayed to users.

When your credit pool is exhausted for a billing period, AI-powered features may be limited or unavailable until the next billing cycle. We will make reasonable efforts to notify you when your credit balance is running low.

3.7 Plan Limits

Your subscription plan includes limits on the number of active users, companies, and principals you may maintain within the platform. When a plan limit is reached, the system will prevent additional records from being created until the limit is increased. You will receive an in-platform notification when a limit is reached. To increase your plan limits, contact us at info at windyoakllc.com.

3.8 Feature Access

Access to specific features within the platform may be subject to your subscription plan. Features not included in your plan will be inaccessible. We reserve the right to enable or disable specific features on a per-account basis consistent with your plan. Changes to feature availability will be communicated with reasonable notice.

4. ACCEPTABLE USE

You agree to use Omnivast only for lawful business purposes and in accordance with these Terms. You agree not to:

We reserve the right to investigate suspected violations and to suspend or terminate accounts found to be in violation of this section without prior notice.

5. AI-GENERATED CONTENT — IMPORTANT DISCLAIMER

Omnivast uses artificial intelligence to generate call preparation briefs, contact summaries, email activity summaries, and related intelligence outputs. You acknowledge and agree that:

The AI intelligence features are tools to assist your preparation. They are not a substitute for your own judgment, research, or professional expertise.

AI-generated content may include information about third parties — including contacts, companies, and individuals — that is unverified, incomplete, or inaccurate. You agree not to use AI-generated content in any manner that could harm, defame, or misrepresent the individuals or organizations described therein.

6. GMAIL INTEGRATION

6.1 Authorization

By connecting a Gmail account to Omnivast, you authorize Omnivast to access your Gmail account using the OAuth scopes you approve during the connection process. These scopes include the ability to read your inbox to identify emails with known CRM contacts, to send email on your behalf from the Omnivast compose window, and to manage message read/unread state. You acknowledge that Omnivast will log email activity with your contacts to your CRM account and will generate AI summaries of those emails using OpenAI as described in our Privacy Policy.

6.2 AI Processing of Email Content

Emails synced through a connected Gmail account are processed by an AI model (OpenAI) to generate short activity summaries. Specifically, the email subject line and the first 500 characters of the email body are transmitted to OpenAI for this purpose. The full email body is not transmitted. By connecting a Gmail account, you consent to this processing. Users who do not wish their email content processed by AI should not connect a Gmail account.

6.3 Your Responsibility for Your Email Account

The connected email account belongs to you. Omnivast does not own or control your email account. You are responsible for compliance with Google's Terms of Service governing your Gmail account. We are not liable for actions taken by Google or any other email provider, including account suspension, access revocation, or API changes that may affect the Gmail integration.

6.4 Email Capture Limitations

Omnivast's email synchronization identifies conversations based on contact matching and filtering logic. It is not guaranteed to capture every email. You should not rely on Omnivast as your sole or complete email record.

6.5 Disconnecting Your Gmail Account

You may disconnect your Gmail account at any time from Settings > My Connections. Disconnection immediately revokes Omnivast's access token and stops future email synchronization. Reconnecting requires a new OAuth authorization. Email activity records previously logged to your CRM account (sender, recipient, subject, AI summary) are retained as part of your contact history after disconnection and are not automatically deleted. You may delete individual activity records from your contact records or request account deletion to remove all records.

7. YOUR DATA

7.1 Ownership

You retain ownership of all data, contact records, notes, and other content you enter into the Omnivast platform ("Your Data"). We do not claim ownership of Your Data.

7.2 License to Us

By entering Your Data into the platform, you grant us a limited, non-exclusive, worldwide license to store, process, and transmit Your Data solely as necessary to provide the platform services to you. This includes transmitting relevant data to third-party AI and service providers as described in our Privacy Policy.

7.3 Your Responsibility for Your Data

You are solely responsible for the accuracy, legality, and appropriateness of Your Data. You represent and warrant that you have the right to enter any data you input into Omnivast, including contact information about third parties, and that doing so does not violate any applicable law, contractual obligation, or the rights of any third party.

7.4 Data Export and Deletion

You may request an export of Your Data at any time by contacting us. Upon termination of your subscription, Your Data will be retained for 30 days before deletion in accordance with our Privacy Policy.

8. INTELLECTUAL PROPERTY

The Omnivast platform, including its software, design, architecture, AI systems, prompt structures, interface, and all related technology and materials, is owned by Windy Oak Ventures LLC and protected by applicable intellectual property laws. These Terms do not grant you any ownership rights in the platform.

The AI intelligence system, including the methodology, prompt architecture, and generation pipeline used to produce call briefs and intelligence outputs, constitutes proprietary trade secrets of Windy Oak Ventures LLC. You may not attempt to reverse engineer, replicate, or extract these systems.

You retain all intellectual property rights in Your Data. Nothing in these Terms transfers ownership of Your Data to us.

9. THIRD-PARTY SERVICES AND INTEGRATIONS

Omnivast integrates with third-party services including Google (OAuth, Gmail, and Maps), OpenAI, Resend, Twilio, and others. Your use of these integrations is subject to those providers' own terms of service and privacy policies. We are not responsible for the conduct, availability, accuracy, or privacy practices of any third-party service.

Google OAuth and Gmail integration: Your use of Google services through Omnivast is additionally governed by Google's Terms of Service and Privacy Policy. We access your Google account data only as described in our Privacy Policy and only with your explicit authorization.

10. SERVICE AVAILABILITY AND MODIFICATIONS

We will make reasonable efforts to maintain platform availability. However, we do not guarantee any specific uptime percentage or uninterrupted availability. The platform may be unavailable due to scheduled maintenance, unplanned outages, or circumstances beyond our control.

We reserve the right to modify, suspend, or discontinue any feature or the entire platform at any time, with or without notice. We will make reasonable efforts to provide advance notice of significant changes or discontinuation.

In the event we discontinue the Omnivast platform entirely, we will provide at least 30 days' written notice to active subscribers and will provide a mechanism for you to export Your Data during that period. The foregoing notice and data export obligations apply to the extent the operator is reasonably able to fulfill them. In the event of the operator's incapacitation, death, or other force majeure circumstances preventing fulfillment, these obligations are modified to the extent necessary to reflect the operator's actual ability to perform, and no breach shall be deemed to occur solely as a result of such inability.

11. DISCLAIMERS OF WARRANTIES

THE OMNIVAST PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, the above exclusions apply to the maximum extent permitted by law.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT SHALL WINDY OAK VENTURES LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE OMNIVAST PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY YOU TO US IN THE THREE MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (II) FIVE HUNDRED U.S. DOLLARS ($500.00).

(C) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, the above limitations apply to the maximum extent permitted by law.

13. TERM AND TERMINATION

13.1 Term

These Terms begin on the date you create your account and continue until your subscription is terminated.

13.2 Termination by You

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period. You will retain access to the platform through the end of that period.

13.3 Termination by Us

We may suspend or terminate your account and access to the platform at any time, with or without cause, upon notice to you. Grounds for termination include but are not limited to violation of these Terms, fraudulent activity, failure to pay fees, or extended inactivity.

In cases of material violation of these Terms or conduct that poses a risk to the platform or other users, we may terminate your account immediately without prior notice.

13.4 Effect of Termination

Upon termination, your right to access the platform ceases immediately. Your Data will be retained for 30 days following termination, after which it may be permanently deleted. We are not liable to you for any consequences of termination.

Sections 7.3, 8, 11, 12, 14, 15, and 16 survive termination of these Terms.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Windy Oak Ventures LLC and its members, managers, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

We reserve the right to assume exclusive control over the defense of any matter for which you are required to indemnify us, in which case you agree to cooperate with our defense of that matter.

15. DISPUTE RESOLUTION

15.1 Informal Resolution

Before initiating any formal dispute proceeding, you agree to contact us at info at windyoakllc.com and attempt to resolve the dispute informally. We will make good-faith efforts to resolve any dispute within 30 days of receiving your notice.

15.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Omnivast platform — including questions about the existence, validity, or termination of these Terms — shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Expedited Procedures for claims not exceeding $25,000, or under its Commercial Arbitration Rules for claims exceeding $25,000, in each case as modified by this section.

Arbitration shall be conducted by a single arbitrator. The arbitration shall take place in Pennsylvania, or by telephone or videoconference if agreed by the parties. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party shall bear its own costs and attorneys' fees unless the arbitrator determines that a claim was frivolous or brought in bad faith, in which case the arbitrator may award fees and costs to the prevailing party.

15.3 Class Action Waiver

YOU AND WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

15.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, including but not limited to unauthorized use of intellectual property. Small claims court actions that qualify under applicable rules are also exempt from the arbitration requirement.

15.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. Any action not subject to arbitration shall be brought exclusively in the state or federal courts located in Pennsylvania.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Omnivast platform and supersede all prior agreements, understandings, and representations.

16.2 Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide at least 14 days' written notice before material changes take effect. Your continued use of the platform after the effective date of any modification constitutes acceptance of the modified Terms.

16.3 Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

16.4 Waiver

Our failure to enforce any provision of these Terms shall not be deemed a waiver of our right to enforce that provision in the future.

16.5 Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets. These Terms bind and benefit the parties and their permitted successors and assigns.

16.6 Force Majeure

We are not liable for any failure or delay in performance resulting from causes beyond our reasonable control, including natural disasters, acts of government, power failures, internet disruptions, or other events outside our control.

16.7 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and us.

16.8 Contact Information

For questions or notices under these Terms, contact us at:

Windy Oak Ventures LLC
Email: info at windyoakllc.com
Website: omnivast.app