Terms & Conditions | Omnique
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Terms & Conditions

This Agreement (“Agreement”) is made and shall be effective as of today by and between Circle Industries and Technologies, Inc. (“CIAT”) and the entity listed in the company profile(“Customer”).This Agreement sets forth the specific terms and conditions under which CIAT agrees to provide the services listed in the following sections to Customer and the Customer agrees to pay for these services under the terms and conditions of this Agreement. The term of this Agreement shall commence on today's date and shall continue monthly unless terminated by either party upon no less than 60 days written notice by either party.


1. License: Subject to Customer's performance of its obligations, CIAT grants to Customer a personal, nontransferable and nonexclusive right to display and use the Omnique Shop Management System (“System”), solely for Customer's own internal business purposes and solely at the locations and by the user accounts specified by this Agreement. No right is granted to Customer by this Agreement for use of the System directly for others, or for any use the System by others who do not have a specific login for a specific individual user account (“User Account”).


In addition to any other remedies available to CIAT any violation of the foregoing will result in termination of access to the System and to CIAT and the Customer will be billed for full contract term amount.


2. Payment: The Customer hereby agrees to pay CIAT the following.

Customer agrees to pay all fees in accordance with the applicable Order Form(s). Customer is required to maintain a valid ACH account or credit card on file, and authorizes Company to automatically charge such payment method for all amounts when due. Company recommends Automated Clearing House (ACH) as the preferred payment method. Company also accepts payment by credit card; however, Customer acknowledges and agrees that payments made via credit card may be subject to a surcharge designed to offset the cost of credit card acceptance. Any such surcharge will be applied in compliance with all applicable federal, state, and local laws and regulations and will be disclosed to Customer prior to processing the payment. If Customer elects to pay using any method other than ACH or a credit card on file (including but not limited to paper checks or one-time manual transactions), such payment may be subject to a manual processing fee of up to twenty-five dollars ($25) per payment processed.

You agree not to copy, sell, resell, rent or sub-license (including offering the System to third parties over a network or a sharing basis), lease, loan, redistribute, or create a derivative work of any portion of the System, or contribute to or induce unauthorized use of or access to the System. You agree not to access the System by any means other than through the interface that is provided by CIAT for use in accessing the System.

  • A) A monthly service fee will be applied during the term of the Agreement which shall be paid in advance each month by automatic credit card or ACH transaction as per the “Pricing Page”. NOTE: CUSTOMERS PURCHASING THE “QuickParts” FEATURE MAY NOT SCHEDULE PAYMENTS VIA ACH TRANSACTION.

  • B) Additional fees for additional locations and for customized access to additional modules or onsite training may be applicable.

    • 1) The first month's billing for the QuickParts feature will occur upon vendor information submission to CIAT which will be up to 14 days prior to QuickParts account activation.

    • 2) Purchase of 3rd party repair manuals requires a 12 month prepaid and non-refundable contract. Said payment shall occur at the same time as the first month's QuickParts payment.

    • 3) Onsite training must be scheduled and paid in full no less than 14 days prior to the first training date. Any purchased training is non-refundable and cannot be changed.

  • C) A data migration fee may be required. This fee includes the services agreed upon and is non-refundable.

  • D) Upon receipt of notice of termination of this agreement CIAT will immediately bill the remaining term of the agreement to the current payment method on file.

  • E) Any Federal, State, Municipal, or other taxes, excises, fees, or other imposts hereafter levied or increased upon or hereafter required to be collected by CIAT with respect to the rendition, reception, or use of the System provided under this Agreement.


3. Customer Responsibilities: The Customer is responsible for maintaining your network, computer hardware and for securing application log-in credentials.


4. Interruption in Service-Exclusive Remedy: CIAT does not guarantee that your service will be uninterrupted. CIAT will not have any liability to you and you will remain responsible for all moneys owed to us should there be an interruption in our services between the hours of 6 A.M and 9 P.M. Mountain Time, CIAT, for less than four (4) hours per month. In the event that such an interruption is caused solely by CIAT's act or omission and is equal to or exceeds four (4) hours, we will credit your monthly invoice amount, on a pro-rata basis as your exclusive remedy for interruption, provided, however, that you notify CIAT of any interruption in writing.


5. Increasing Service Fees: Customer agrees that we shall have the right to modify the monthly license fee at any time after one (1) year from the date of this agreement upon giving you notice a minimum of thirty (30) days in advance of the effective date of such change. CIAT agrees that the first increase shall occur no sooner than 1 year from the effective date of this agreement. If you are unwilling to pay any such increase, we shall be permitted, at our sole option to terminate this agreement as if the term had expired or in the alternative will continue the prior rate and will allow this agreement to remain in full force and effect without further notice. Failure to notify us at least thirty (30) days prior to the effective date of such increase will constitute your consent to the increase, and all of the other terms and conditions of this agreement will remain in full force and effect.


6. Extra Support Charges: Any additional support required beyond that purchased upon installation can be purchased at CIAT's then current installation rates. Charges for additional support will be billed in advance and are non-refundable.


7. Default: If the payment information on file is not valid for payment, the Customer will be contacted to provide valid payment via credit card or ACH. IF PAYMENT CANNOT BE PROCESSED, THE CUSTOMER'S ACCESS WILL BE IMMEDIATELY SUSPENDED UNTIL SUCH TIME VALID PAYMENT CAN BE PROCESSED. IN THE EVENT THAT ANY PAYMENT IS RETURNED OR DECLINED FOR NON-SUFFICIENT FUNDS (NSF) CUSTOMER AGREES TO PAY A NON-REFUNDABLE $35 NSF FEE. In the event of a payment default by Customer, Customer agrees to pay CIAT all costs and expenses of collection and enforcement of CIAT's rights.


8. Warranties and Liability Limits:

  • A) No Warranty. YOUR USE OF THE SYSTEM IS AT YOUR SOLE RISK. THE SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SYSTEM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CIAT THROUGH OR FROM THE SYSTEM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE AND SERVICE.

  • B) Warranty Disclaimer. CIAT HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT.

  • C) Exclusive Remedy. EXCEPT AS PROVIDED ABOVE, CUSTOMER'S EXCLUSIVE REMEDY FOR A BREACH OF THIS AGREEMENT SHALL BE FOR CIAT TO REPAIR OR REPLACE THE DEFECTIVE CIAT PRODUCT OR AT CIAT'S ELECTION, TO REFUND THE PRICE PAID FOR THE PORTION OF CIAT PRODUCT THAT IS DEFECTIVE.

  • D) Limitation of Damages. CIAT AND ITS SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY LOST DATA, LOST PROFITS, INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST OR ANY LIABILITY INCURRED BY OR IMPOSED UPON CUSTOMER OR ANY OTHER PERSON, INCLUDING INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES.

  • E) Limitation of Liability. IT IS UNDERSTOOD AND AGREED THAT CIAT AND ITS SUPPLIER'S LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID BY CUSTOMER DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE INITIAL CAUSE OF ACTION. THE PRICE STATED HEREUNDER IS A CONSIDERATION IN LIMITING LIABILITY. NO ACTION, REGARDLESS OF FORM ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN TWELVE (12) MONTHS AFTER THE INITIAL CAUSE OF ACTION HAS ACCRUED.


9. Confidentiality and Ownership of Data: CIAT agrees that certain Customer-specific data is confidential. However, confidential information shall not include information which (a) is or becomes generally available to the public other than as a result of disclosure by CIAT, (b) becomes available to CIAT on a non-confidential basis from a source (other than Customer) which is not prohibited from disclosing such information, (c) was rightfully in CIAT's possession prior to the date of Customer's disclosure, or (d) was independently developed by CIAT without violating this Agreement.  Either party may issue a press release or disclose the fact that Customer uses the System.  All data entered by Customer may be aggregated by CIAT so that it is not Customer identifiable (“Aggregated Data”). CIAT shall be the owner of any Aggregated Data and permitted to use such Aggregated Data in its sole discretion.


10. Indemnity: Customer agrees to defend, indemnify and hold CIAT and its officers, directors, agents, affiliates, distributors, employees and agents harmless against any loss, damage, expense, or cost, including reasonable attorney's fees (including allocated costs for in-house legal services) (“Liabilities”) arising out of any claim, demand, proceeding, or lawsuit by a third party relating to this Agreement or relating to Customer's use of the System.


11. Entire Agreement: The entire and only agreement between you and CIAT is written in this agreement. It replaces any earlier oral or written representations, understandings, or agreement. If you have given or ever given us a purchase order for the license, system or service which provides for different terms that this agreement, this agreement will govern and be controlling. If any provision of this agreement is found to be invalid or illegal by a court, the balance of this agreement shall remain in force.


12. Acceptance of Site: Customer shall have five (5) business days from the date of activation to formally accept the Site. Failure to notify CIAT of acceptance within such period shall automatically constitute acceptance.


13. Assignment: Customer acknowledges that CIAT may assign some or all of its duties under this Agreement including to those entities that perform services related to this Agreement.  Customer shall not voluntarily or by operation of law assign, hypothecate, give, transfer, mortgage, sublet, license, or otherwise transfer or encumber all or any part of its rights, duties, or other interests in this Agreement.


14. Amendments and Modifications:. No amendment, modification, or supplement to this Agreement shall be binding on any of the Parties unless it is in writing and signed by the Parties in interest at the time of the modification.


15. Integration: This Agreement and all Exhibits hereto, as well as agreements and other documents referred to in this Agreement constitute the entire agreement between the Parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements between or among the Parties. There are no agreements, representations, or warranties between or among the Parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.


16. Consent to Jurisdiction: The Parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the State of Colorado.


17. Choice of Law: This Agreement shall be governed by and construed under the laws of the State of Colorado without consideration of its conflict of law's provisions.


By clicking “Accept” I, warrant that I have full authority to agree to and bind the party identified as “Customer” to this application and that I have read and understand the terms and conditions set forth which govern this application.



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