The document that follows this paragraph is a license agreement that accompanies all of our Mac applications. We put it here so people could check it out before downloading the app in the first place.

Why do we need such a thing? Well, to be perfectly honest, our lawyers have told us that we need to protect ourselves. We at the Omni Group pride ourselves on our low-key style, but the global nature of the software business means that one lawsuit from one user in a far-flung jurisdiction could seriously affect us and our ability to provide software. It also means that, without this license agreement, we might not have protection from people who misuse our software. We do not want to risk our entire company on such possibilities, however unlikely, because we like doing what we do and want to continue to be able to do it. And, so, we require you to read and agree to the terms of this document before using our software. We think you will find it quite reasonable. Obviously, if you disagree, click “Disagree.” But don’t just stop there. Let us know. Send some email to info@omnigroup.com telling us what you find unacceptable about our license agreement. We can’t promise to change anything, but we will do our best to get back to you.

END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT (“License Agreement”) IS A LEGAL AGREEMENT between you (either an individual or an entity) and Omni Development, Inc. (“the Omni Group,” “we,” or “our”). By clicking on the “Agree” button or installing, using, or benefiting from the Software (as defined below), you are agreeing to be bound by the terms and conditions of this License Agreement. If you do not agree to the terms and conditions of this License Agreement, do not click on the “Agree” button and you may not access or otherwise use or benefit from the Software in any manner. The terms and conditions of this License Agreement also apply to any updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items. If so, those terms apply.

1. Grant of Limited License; Conditions.

Any license granted to you herein is conditioned on your compliance with the terms and conditions contained in this License Agreement.

(a) Downloaded Software and Software on Media. The Omni Group grants to you a non-exclusive, nontransferable, limited license to install and use the Omni Group software program downloaded or contained on other media (the “Software”). The license permits either (a) multiple users to install and use the Software on a single machine; or (b) a single user to install and use the Software on multiple machines. However, a single license does not allow multiple users to ever use Software on multiple machines, regardless of whether such use is concurrent.

(b) Online Subscription Software. If available and you licensed the Software on an online subscription basis (a “Subscription”), the Omni Group grants to you a non-exclusive, nontransferable, limited license to use and access the Software for the Subscription period for which you have paid the applicable Subscription fees, solely for your own internal business purposes, subject to the terms of this License Agreement and any other terms and conditions accompanying such Software. If any Subscription-based Software is licensed on a “named user” basis, rights of any user licensed to utilize the Software cannot be shared or used by more than one individual. In addition, a “named user” license may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Software. You may have the option to extend your Subscription or convert to a perpetual license. If you extend your Subscription, you may continue using the Software until the end of your extended Subscription period. See the Software activation screens or other accompanying materials for Subscription details. After the expiration of your Subscription, features of the Software will stop running.

2. Reservation of Rights and Ownership.

The Omni Group reserves all rights not expressly granted to you in this License Agreement. The Software is licensed, not sold. The Omni Group, its affiliates, and their suppliers own and retain all right, title, and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein, and the Software is protected by United States copyright laws and other intellectual property laws and international treaty provisions. Among other things, copyright laws prohibit you from making derivative works of the Software. You may, however, make copies of the Software solely for your individual and personal use on multiple computers, provided that you include all copyright and proprietary rights notices on any copies. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this License Agreement. To the extent you provide any comments or suggestions to the Omni Group (“Feedback”), the Omni Group shall have the right to retain and use any such Feedback regarding the Software in current or future software, products, or services, without further compensation to you and without your approval.

3. Other License Restrictions.

(a) You may modify, reverse-engineer, decompile, or disassemble the Software. However, you may not do so for the purpose of: (i) creating derivative works, or (ii) circumventing any of the terms of this License Agreement or any other provision of law.

(b) You may not claim that the Software, in whole or in part, is yours, and you may not use the name the Omni Group or Omni Development (or any of their suppliers’) or any of their respective logos or trademarks in any manner without first obtaining the prior written permission from an authorized representative of the Omni Group.

(c) You must use the Software at all times in a manner that is consistent with any other software licenses granted to you by other companies that have provided software for your computer. For example, if the Software is designed to be used with the macOS operating system, you may not use the Software in a manner inconsistent with the applicable macOS license agreement between you and Apple, Inc.

(d) You may not rent, make available, loan, sublicense, or lease, with or without consideration, the Software to third parties. You further may not use the Software to act as a service bureau or application service provider or use the Software for commercial software hosting services. In addition, you may not publish the Software for others to copy or use the Software in any way that is against the law.

4. Limited Refund and Warranty; Disclaimers and Limitation of Liability.

(a) The Omni Group provides a thirty (30) day money-back guarantee on the Software. If you are dissatisfied with the Software for any reason, the Omni Group will refund your purchase price paid if you uninstall the Software and delete all copies of the Software within thirty (30) days of the date of the original purchase by the original user. THESE ARE YOUR ONLY REMEDIES WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, AND/OR SERVICES. EXCEPT FOR THE FOREGOING THE SOFTWARE, ANY DOCUMENTATION, AND ANY SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND. EXCEPT FOR ANY WARRANTY CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, THE OMNI GROUP, ITS AFFILIATES AND THEIR SUPPLIERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, GUARANTEE, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, SATISFACTORY QUALITY, WORKMANLIKE EFFORT, AVAILABILITY, SECURITY INTEGRATION, CUSTOMER DATA, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF THE USE OR RESULTS OBTAINED FROM THE SOFTWARE, DOCUMENTATION AND/OR SERVICES REMAINS ENTIRELY WITH YOU. WITHOUT LIMITING THE FOREGOING PROVISIONS, THE OMNI GROUP, ITS AFFILIATES AND THEIR SUPPLIERS MAKE NO WARRANTY REPRESENTATION AND/OR GUARANTEE THAT THE SOFTWARE, DOCUMENTATION, AND/OR SERVICES WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS. YOU (AND NOT THE OMNI GROUP, ITS AFFILIATES OR THEIR SUPPLIERS) ASSUME THE ENTIRE RISK AND COST RELATED TO OR ARISING OUT OF THE SOFTWARE, DOCUMENTATION, AND/OR SERVICES.

(b) IN NO EVENT SHALL THE OMNI GROUP, ITS AFFILIATES OR THEIR SUPPLIERS OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION, MARKETING, DISTRIBUTION, OR DELIVERY OF ANY PART OF THE SOFTWARE, DOCUMENTATION AND/OR SERVICES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, FOR BUSINESS INTERRUPTION, OR FOR LOSS OF BUSINESS INFORMATION, ARISING OUT OF THE USE OF OR THE PERFORMANCE OF THE SOFTWARE, DOCUMENTATION AND/OR SERVICES OR THE INABILITY TO USE THE SOFTWARE, DOCUMENTATION AND/ OR SERVICES AND OTHER INFORMATION PROVIDED TO YOU BY THE OMNI GROUP, OR IN THE PROVISION OF, OR FAILURE TO PROVIDE, SERVICES OR INFORMATION. This exclusion and limitation shall apply even if any remedy fails of its essential purpose.

Because some states of the United States and some countries do not allow the exclusion or limitation of the liability for consequential or incidental damages, the above disclaimer may not apply to you. Any warranties that by law survive the foregoing disclaimers shall terminate ninety (90) days from the date you downloaded or otherwise received the Software.

(c) NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE CUMULATIVE LIABILITY OF THE OMNI GROUP, ITS AFFILIATES AND ANY OF THEIR SUPPLIERS, WHETHER IN CONTRACT (INCLUDING ANY PROVISION OF THIS LICENSE AGREEMENT), TORT, OR OTHERWISE, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, SHALL BE LIMITED TO THE GREATER OF DIRECT DAMAGES IN THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE AND/OR SERVICES OR U.S.$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF THE OMNI GROUP, ITS AFFILIATES AND ANY OF THEIR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

5. Fees.

By clicking “Agree” or using or accessing the Software, you also represent that you are responsible for and have paid the Omni Group any and all applicable license fees for the Software unless the Omni Group has made available a version of the Software on a trial or evaluation basis for no fees, in which case, no fees are required for such trial or evaluation Software. If available and you licensed the Software on a Subscription basis, you agree to pay timely such fees throughout the Subscription period. You must keep all information in your billing account accurate and current, including your billing address and any expiration date for your payment method. Accounts that have an invalid payment method at the time of renewal will be suspended.

6. Your Warranty to the Omni Group.

You warrant that all individuals having access to and/or using the Software will observe and perform all the terms and conditions of this License Agreement. You shall use all reasonable efforts to see that employees, agents, or other persons under your direction or control who have access to and/or use the Software, Documentation, and Services abide by the terms and conditions of this License Agreement. You shall, at your own expense, promptly enforce the restrictions in this License Agreement against any person who gains access to your copy of the Software (i.e. the copy you obtain upon agreeing to this License Agreement or any other lawful copy you have made from such copy) with your permission or while your employee or agent and who violates such restrictions, by instituting and diligently pursuing all legal and equitable remedies against him or her. You agree to immediately notify the Omni Group in writing of any misuse, misappropriation or unauthorized use, disclosure, display or copying of the Software Documentation, and/or Services that may come to your attention. If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this License Agreement, you shall be deemed to have taken the action yourself. You agree to defend, indemnify and hold harmless the Omni Group, its affiliates and their suppliers from any and all claims resulting from or arising out of your, including any employee’s or agent’s, (a) use or misuse of the Software, Documentation, and/or Services, including without limitation, data you enter into, store, or access through the Software (“Customer Data”), (b) violation of any law or the rights of any third party, including but not limited to infringement or misappropriation of any intellectual or proprietary rights of any third party, or (c) breach of this License Agreement, including any breach of any warranty or representation you make to the Omni Group.

7. Collection and Use of Your Information.

Data collection and use, including collection and use of personal information, is governed by the Omni Group’s Privacy Policy, found at https://www.omnigroup.com/legal/privacy, which is incorporated into and is a part of this License Agreement.

8. Use of Software Services; Security; Availability.

(a) The Software may offer you access to use the Omni Group’s online services to store, access, transfer, or process Customer Data (the “Software Services”). To the extent you elect to use the Software Services, you grant the Omni Group a non-exclusive, revocable license to use Customer Data as necessary to provide the Software Services to you.

(b) The Omni Group strives to ensure the reliability and security of our Software Services but cannot guarantee that we will be successful at doing so, given the nature of the Internet. We will use commercially reasonable efforts and industry accepted methods to help ensure the reliability and security of our Software Services, but the Omni Group, its affiliates, and their suppliers are not responsible to you or any third party for unauthorized access or use, corruption, deletion, destruction or loss of your data or the unauthorized use of the Software Services. You are responsible for the use of the Software Services by any employee of yours, any person to whom you have given access to the Software Services, and any person who gains access to your data or the Software Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.

(c) You acknowledge and agree that: (i) your access to and use of the Software Services may be suspended for the period of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Software Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) the Omni Group shall also be entitled, without any liability to you, to suspend access to any portion or all of the Software Services at any time: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Software Services; (b) in the event of a denial of service attack or other attack on the Software Services or other event that we determine, in our sole discretion, may create a risk to the applicable Software Services, to you or to any of our other customers if the Software Services were not suspended; or (c) in the event that we determine that any Software Services are prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). The Omni Group, its affiliates, and their suppliers shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. The Omni Group will use commercially reasonable efforts to provide 15 days’ notice (except in emergencies) of any scheduled downtime. To the extent we are able, we will endeavor to provide notice of any Service Suspension by posting updates on our website regarding resumption of Software Services following any such suspension, but we shall have no liability for the manner in which we may do so or if we fail to do so. The foregoing is in addition to the Omni Group’s rights to terminate or suspend this License Agreement as set forth in Section 12 below.

9. Force Majeure.

In no event shall the Omni Group, its affiliates or their suppliers or anyone else involved in the creation, production, marketing, distribution, or delivery of any part of the Software, Documentation, or Software Services be responsible or liable for or deemed in breach hereof because of any delay in the performance of its respective obligations hereunder due to circumstances beyond its reasonable control, including but not limited to acts of God; weather conditions; war; terrorism in any form; riots; acts of the public enemy; requirements, actions or failures to act on the part of governmental authorities preventing performance; accidents; fire; and transportation delays or accidents. The provisions of this section are in addition to the other limitations and conditions of this License Agreement, including Section 4.

10. Export Control Laws.

You agree to comply with all laws, rules and regulations applicable to the export of the Software. In that regard, you agree not to export or transmit or download, directly or indirectly, the Software or any technical data or products received from the Omni Group except in full compliance with all U.S. Export Administration Regulations and the import/export rules of any other country. Diversion contrary to U.S. or other law is expressly prohibited. You agree to comply with all applicable export laws and regulations and the laws, regulations, and rules of any country or region which apply to any of your use of the Software, Documentation and Services. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you shall comply with the foregoing.

11. Injunctive Relief.

Because of the unique nature of the Software, you understand and agree that the Omni Group will suffer irreparable injury in the event you fail to comply with any of the terms and conditions this License Agreement and that monetary damages may be inadequate to compensate the Omni Group for such breach. Accordingly, you agree that the Omni Group will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms and conditions of this License Agreement.

12. Termination.

(a) You may terminate this License Agreement at any time.

(b) If available and you licensed the Software on a Subscription basis, the Subscription will be automatically renewed upon the expiration of the then current term, unless you log into your account and cancel your Subscription prior to the expiration date. Fees at the time of automatic renewals will be at the then-current rates for such Subscriptions.

(c) The Omni Group may immediately terminate this License Agreement if you breach any representation, warranty, agreement, or obligation contained or referred to in this License Agreement. Upon termination, you must cease using the Software and delete all copies or versions of the Software.

(d) Upon termination or expiration of any Software Services, you agree that the Omni Group may permanently dispose of or delete any Customer Data stored in the applicable Software Service without notice or any obligation or liability to you.

(e) The provisions of Sections 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, and 14 of this License Agreement shall survive termination or expiration of this License Agreement for any reason.

13. Miscellaneous.

(a) In any suit or other action to enforce any right or remedy under or arising out of this License Agreement, the prevailing party shall be entitled reasonable attorneys’ fees together with expenses and costs that such prevailing party incurs.

(b) This License Agreement shall be governed by the laws of the State of Washington, but not including the 1980 United Nations Convention on Contracts for International Sale of Goods or conflicts of law principles that would require the application of law of a different jurisdiction.

(c) Venue for any action under this License Agreement shall be limited to the federal and state courts located in Seattle, Washington, provided that the Omni Group may pursue injunctive relief in any forum in order to protect intellectual property rights. You consent to the personal jurisdiction of the courts of such venue.

(d) This License Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

(e) The failure by the Omni Group to enforce any provision of this License Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

(f) This License Agreement, together with any addendum or amendment included with the Software, is the complete agreement between the Omni Group and you and supersedes all prior agreements, oral or written, with respect to the subject matter hereof; provided that if a mutually executed agreement is in place between you and the Omni Group covering the subject matter of this License Agreement, then such executed agreement will remain in full force and effect, will not be superseded by this License Agreement, and will control to the extent the terms of this License Agreement are varied or contradicted by the terms of such executed agreement between the parties. If any provision of this License Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this License Agreement will continue in full force and effect.

(g) All communications and notices to be made or given pursuant to this License Agreement shall be in the English language. This License Agreement is prepared in the English language. In the event of a conflict between the English language version and any translated version, the English language version shall govern the parties’ relationship. Any translation of this License Agreement into any other languages shall be for convenience of reference only.

(h) Neither party will issue press releases or other publicity related to the Omni Group’s relationship with you or this License Agreement without prior written approval from the other party.

14. U.S. Government Restricted Rights.

The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at 48 CFR § 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights 48 CFR § 52.227-19, as applicable. Manufacturer is Omni Development, Inc., 2917 NE Blakeley St, Seattle, WA 98105-3120.

If the Commercial Computer Software Restricted Rights clause at 48 CFR § 52.227-19 or its successors apply, the Software constitutes restricted computer software as defined in that clause and the Government shall not have the license for published software set forth in subparagraph (c)(3) of that clause.

The Software (i) was developed at private expense, and no part of it was developed with governmental funds; (ii) is a trade secret of the Omni Group for all purposes of the Freedom of Information Act; (iii) is “restricted computer software” subject to limited utilization as provided in the contract between the vendor and the governmental entity; and (iv) in all respects is proprietary data belonging solely to the Omni Group.

COPYRIGHT NOTICE. Copyright © 1994-2024 Omni Development, Inc., 2917 NE Blakeley St, Seattle, WA 98105-3120. All rights reserved. Any rights not expressly granted in this License Agreement are reserved.

TRADEMARKS. “The Omni Group,” “OmniGraffle,” “OmniOutliner,” “OmniPlan,” “OmniDiskSweeper,” and “OmniWeb” are either trademarks or registered trademarks of Omni Development, Inc. “OmniFocus” is a registered trademark and is used under license by Omni Development Inc.

CONSENT TO AGREEMENT TERMS IMPORTANT NOTICE: Clicking or authorizing the clicking of the “Agree” button below is a symbol of your electronic signature that you are authorized, and in so doing, accept and agree to be bound by all provisions of the License Agreement. Do not proceed and click “Disagree” if you are not authorized and/or you do not agree to all the provisions of the License Agreement.