Terms of Service

1. Acceptance of Terms

By accessing or using the Omnivoo platform at omnivoo.com and app.omnivoo.com (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Platform. These Terms constitute a legally binding agreement between you and Omnivoo Inc., a Delaware corporation (the "Company," "Omnivoo," "we," "us," or "our"), which is the contracting counterparty for Contract Management subscriptions and for the master services relationship across both products. Where you engage the India Employer of Record product, you additionally enter into a separate India EOR service agreement with Dynalize Technologies Pvt Ltd, the Indian operating entity of the Omnivoo group, which acts as the legal employer of record in India. References in these Terms to "Omnivoo," "we," "us," or "our" include Dynalize Technologies Pvt Ltd where the context relates to the India EOR service.

By creating an account, clicking "I agree," or otherwise accessing the Platform, you represent that you have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.

2. Description of Services

Omnivoo offers two co-equal subscription products on the Platform: (1) an India Employer of Record service and (2) a global Contract Management service for engaging and paying independent contractors. Our services include:

India Employer of Record (EOR). Starting at $149 per employee per month, available across all 28 Indian states through Dynalize Technologies Pvt Ltd, the Indian operating entity of the Omnivoo group. The EOR service includes:

• Legal employer of record. Dynalize Technologies Pvt Ltd acts as the legal employer in India for the workers you hire through the Platform
• Employee onboarding and management. Hiring workflows, documentation, and lifecycle management
• Indian payroll processing. Payroll calculation including Provident Fund (PF), Employee State Insurance (ESI), Tax Deducted at Source (TDS), and Professional Tax, with Form 16 issuance
• Compliance and statutory filings. Regulatory compliance monitoring, government filings, and labour law adherence across Indian states
• Employment contracts and e-signatures. Country-compliant India employment agreements, e-signatures, and document storage
• Salary disbursement. Domestic INR disbursement to India-based employees and inbound cross-border funding facilitated through our payment partners

Contract Management. $49 per contractor per month, cancel anytime, available for contractor engagements across 120+ countries. The Contract Management service includes:

• Contractor agreements. Country-aware SOW, MSA, NDA, and DPA templates, with e-signatures and document storage
• Tax form collection. W-8BEN and W-8BEN-E collection for non-US contractors of US payers, with verified IRS tax treaty rates applied at the country level
• US information reporting. 1042-S handling for in-scope payments to non-US contractors
• Global contractor payouts. Cross-border payments to contractors in 120+ countries through our payment partners
• Facilitator role. You remain the contracting party with the contractor and Omnivoo facilitates payments, tax forms, and templates. Omnivoo is not the legal employer of, and does not engage, the contractor

We reserve the right to modify, suspend, or discontinue any part of the Platform at any time with reasonable notice to active users.

3. Account Registration and Security

To use the Platform, you must create an account by providing accurate and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring that all information provided to us remains accurate and up to date

We reserve the right to suspend or terminate accounts that contain false or misleading information, or that are used in violation of these Terms.

We may also create a pending account on your behalf when you submit a request through our website. A pending account has no access to the Platform until you verify your email and sign in, at which point these Terms govern your use.

4. User Responsibilities

For Employers:

• Provide accurate employee information, compensation details, and business documentation as required for onboarding and compliance
• Fund payroll and associated costs on time in accordance with the agreed schedule
• Comply with all applicable laws in your jurisdiction regarding employment, data privacy, and anti-discrimination
• Not use the Platform for any unlawful purpose or to circumvent employment regulations
• Respond promptly to compliance-related inquiries from Omnivoo

For Employees:

• Provide accurate personal, tax, and banking information as required for employment and payroll
• Comply with the terms of your employment agreement and applicable company policies
• Use the Platform only for its intended purpose
• Notify Omnivoo promptly of any changes to your personal information

5. Service Fees and Payment Terms

Omnivoo offers two separate subscription products with distinct fee schedules, each set forth in your service agreement or as published on the Platform's pricing page:

• India EOR. Starting at $149 per employee per month, invoiced by Omnivoo Inc. or Dynalize Technologies Pvt Ltd as specified in the applicable service agreement
• Contract Management. $49 per contractor per month, invoiced by Omnivoo Inc., with cancel-anytime monthly terms unless otherwise agreed

All fees are quoted in the currency specified in your agreement. The following terms apply to both products unless your service agreement states otherwise:

• Fees are billed in advance or as otherwise specified in your service agreement
• Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• Omnivoo does not mark up pass-through costs including currency exchange rates, government fees, or statutory contributions
• You are responsible for all taxes applicable to your purchase of services, excluding taxes based on Omnivoo's income
• We reserve the right to modify pricing with at least 30 days' written notice

Failure to fund payroll on time may result in delayed salary disbursement to employees. Omnivoo is not liable for consequences arising from late funding by the employer.

6. Employer of Record Relationship

When you engage Omnivoo's EOR services in India, your workers are legally employed by Dynalize Technologies Pvt Ltd, the Indian operating entity of the Omnivoo group. This means:

• Dynalize Technologies Pvt Ltd is the legal employer of record and is responsible for employment contracts, payroll processing, statutory contributions, and compliance with Indian labour laws
• You (the client employer) retain day-to-day management and direction of the employee's work
• Omnivoo manages employment-related obligations including Provident Fund (PF) registration and contributions, Employee State Insurance (ESI), Tax Deducted at Source (TDS), Professional Tax, and other statutory requirements
• The EOR relationship does not create a joint employment arrangement between you and Omnivoo
• Omnivoo will comply with applicable Indian labour laws, including but not limited to the Code on Wages, the Code on Social Security, and state-specific regulations

Either party may terminate the EOR arrangement in accordance with the notice period specified in the service agreement. Upon termination, Omnivoo will assist with the orderly transition of employees subject to applicable legal requirements.

7. Contract Management Relationship

When you use Omnivoo's Contract Management product to engage and pay independent contractors, the relationship is materially different from the India EOR relationship described in Section 6. The following terms apply:

• You are the contracting party. You remain the direct contracting party with the independent contractor. Omnivoo and Dynalize are not the legal employer of, and do not engage, the contractor on your behalf
• Omnivoo acts as facilitator. Omnivoo facilitates contractor onboarding, contract generation, tax form collection, and payment processing through our payment partners
• Country-aware templates. Omnivoo provides country-aware SOW, MSA, NDA, and DPA templates for use across 120+ countries. The templates are provided as a starting point and you are responsible for ensuring the final executed agreement is appropriate for your engagement
• US tax form collection. For US payers engaging non-US contractors, Omnivoo collects W-8BEN (individual) and W-8BEN-E (entity) forms and applies verified IRS tax treaty rates at the country level where applicable
• US information reporting. Omnivoo handles 1042-S information reporting for in-scope payments made to non-US contractors during the calendar year
• Worker classification. You are responsible for correctly classifying the worker as an independent contractor under applicable law. Omnivoo provides tooling to help assess classification but does not warrant the legal sufficiency of any classification decision
• Cross-border payouts. Global contractor payments are processed through our payment partners. Omnivoo is not a money transmitter and does not hold client funds beyond the time required to settle a payout

You may cancel your Contract Management subscription at any time in accordance with Section 11 (Termination). Cancellation does not relieve you of any payment obligations accrued prior to the effective date of cancellation.

8. Intellectual Property

All intellectual property rights in the Platform, including its software, design, logos, trademarks, and documentation, are and remain the exclusive property of Omnivoo Inc. and its affiliates, including Dynalize Technologies Pvt Ltd, which uses the Platform IP under license from Omnivoo Inc. solely to deliver the India EOR service. These Terms do not grant you any rights to use Omnivoo's trademarks, trade names, or branding without prior written consent.

You retain all rights to the data and content you upload to the Platform. By uploading content, you grant Omnivoo a limited, non-exclusive license to use, process, and store such content solely for the purpose of providing the services described herein.

9. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party ("Confidential Information"), including but not limited to business plans, employee data, financial information, and technical specifications.

• Confidential Information shall not be disclosed to third parties except as required to provide the services, with prior consent, or as required by law
• Both parties shall use commercially reasonable measures to protect Confidential Information
• Confidentiality obligations survive termination of these Terms for a period of three (3) years
• Employee personal data is handled in accordance with our Privacy Policy and applicable data protection laws

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Omnivoo shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities
• Omnivoo's total aggregate liability under these Terms shall not exceed the total fees paid by you to Omnivoo in the twelve (12) months preceding the event giving rise to the claim
• Omnivoo does not warrant that the Platform will be uninterrupted, error-free, or completely secure
• Omnivoo is not liable for delays or failures caused by third-party payment processors, government agencies, or other external parties

Nothing in these Terms shall exclude or limit liability for fraud, gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Omnivoo Inc., Dynalize Technologies Pvt Ltd, their respective affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms
• Your violation of any applicable law or regulation
• Inaccurate or misleading information provided by you
• Your failure to fund payroll or other financial obligations on time
• Any dispute between you and your workers that does not arise from Omnivoo's negligence

12. Termination

Either party may terminate these Terms by providing written notice as specified in the applicable service agreement, or 30 days' written notice if no service agreement exists. Omnivoo may terminate or suspend your access immediately if:

• You breach any material provision of these Terms
• You fail to pay fees when due and do not cure such failure within 15 days of notice
• You engage in fraudulent or illegal activity using the Platform
• Continued provision of services would violate applicable law

Upon termination, Omnivoo will process any outstanding payroll obligations, assist with the transition of employees as required by law, and provide you with your data in a standard format within 30 days of the effective termination date. Provisions that by their nature should survive termination (including confidentiality, limitation of liability, and indemnification) will remain in effect.

13. Dispute Resolution and Governing Law

These Terms, as the master agreement between you and Omnivoo Inc., are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. This includes all disputes relating to the Contract Management product and the overall Platform relationship.

Where you have entered a separate India EOR service agreement with Dynalize Technologies Pvt Ltd, that service agreement and any dispute arising out of or relating to the India EOR engagement (including Indian statutory matters such as Provident Fund, Employee State Insurance, Tax Deducted at Source, Professional Tax, and Indian labour law compliance) are governed by the laws of India and are subject to the dispute resolution and venue provisions set forth in that India EOR service agreement, which will control to the extent of any conflict with this Section.

Subject to the preceding paragraph, any dispute arising out of or relating to these Terms shall be resolved as follows:

• Informal resolution: The parties shall first attempt to resolve any dispute through good-faith negotiation for a period of 30 days following written notice of the dispute
• Mediation: If informal resolution fails, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator
• Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Wilmington, Delaware

Each party shall bear its own costs of arbitration, and the arbitrator's fees shall be shared equally. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of government, war, terrorism, pandemics, power failures, internet disruptions, or failures of third-party service providers.

The affected party shall provide prompt written notice of the force majeure event and use commercially reasonable efforts to mitigate its impact. If a force majeure event continues for more than 90 consecutive days, either party may terminate these Terms upon written notice.

15. Modifications to Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email or through a prominent notice on the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date of any modifications constitutes your acceptance of the updated Terms.

If you do not agree with the modified Terms, you must stop using the Platform and contact us to terminate your account. Non-material changes (such as typographical corrections or formatting updates) may be made without prior notice.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

17. Contact Information

If you have any questions about these Terms of Service, please contact us:

Omnivoo Inc.
Registered office: 1209 Orange Street, Wilmington, Delaware 19801, United States

Dynalize Technologies Pvt Ltd (Indian operating entity)
Registered office: Pune, Maharashtra, India. The full registered office address is available on request by writing to contact@omnivoo.com

Email: contact@omnivoo.com

Website: omnivoo.com