Omnovo Terms of Service

Effective date: 2026-04-29 Last updated: 2026-04-29

These Terms of Service (“Terms”) govern your use of Omnovo, a service operated by Bluegrass Digital Advantage LLC, a Kentucky limited liability company doing business as Omnovo (“Omnovo,” “we,” “us,” or “our”). Our principal place of business is Lexington, Kentucky, United States.

PLEASE READ CAREFULLY. These Terms include important provisions that affect your legal rights, including a mandatory binding individual arbitration agreement, class-action waiver, jury-trial waiver, one-year limitation on claims, broad limitation of our liability, and your obligation to indemnify us. If you do not agree to all of these provisions, do not use Omnovo.

1. Acceptance of terms

By creating an account, paying for a subscription, or using Omnovo in any way, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the service.

If you accept these Terms on behalf of a business, you represent and warrant that you have full authority to bind that business, and “you” refers to both you and that business jointly and severally.

You acknowledge that these Terms form a binding contract between you and Omnovo even though you have not signed a paper copy. Your electronic acceptance — including clicking “I agree,” creating an account, or paying any fee — has the same legal force as a wet signature.

2. What Omnovo does

Omnovo is a managed digital presence service for small businesses. We:

Build and maintain a website for your business (an OmniSite), hosted on Cloudflare Pages
Crawl your existing website and Google Business Profile to extract content for AI processing
Use AI to draft a Brand Bible (Growth and Pro tiers), site copy, social media posts, review replies, monthly reports, and audits
Distribute approved content to your connected social and review channels via Zernio
Store your business content (text, images, audio if uploaded) in cloud storage on Cloudflare R2
Send you and your customers email (via Resend) and SMS (via Twilio) where applicable
Charge your subscription via Stripe

We use Google Gemini 3 Flash (via OpenRouter) as the primary AI model that powers content generation. We may add, change, swap, retire, or replace any model, vendor, integration, feature, or service component at any time, with or without notice, in our sole discretion. Your continued use after any such change constitutes acceptance.

2.1 Site Styles

Your OmniSite is rendered using one of eight curated Site Styles:

Local Anchor — neighborhood trust for trades and local services
Clean Professional — credibility-forward for licensed professionals
Modern Minimal — refined, restrained, image-led
Bold Statement — high-contrast, conversion-driven
Wellness Sanctuary — calm, soft, sensory for wellness and personal care
Creator Showcase — portfolio-first for visual creatives
Event Hospitality — atmosphere-led for restaurants, venues, hospitality
Mission Driven — story- and impact-led for nonprofits and cause-based work

Style assignment, accent palette, and component selection are made by Omnovo based on your inputs. Style requests are accommodated at our discretion subject to fit.

3. Account requirements

To use Omnovo, you must:

Be at least 18 years old
Operate a legitimate business
Provide a valid payment method
Provide accurate information when signing up and keep it current

You are solely responsible for keeping your account credentials secure and for all activity under your account, whether or not you authorized it. Any breach of security or unauthorized use is your responsibility, and you agree to notify us immediately upon discovery.

4. Subscription and billing

Omnovo is a monthly subscription. Plans and current pricing:

Starter — $99/month — 1 site, 3 pages, 1 location. Site copy, hosting, basic publishing.
Growth — $199/month — 1 site, 5 pages, 1 location. Adds Brand Bible, automated content drafting (social, reviews, reports), approval flows.
Pro — $399/month — 1 site, 8 pages, 1 location. Adds Brand Bible v3, included custom domain, expanded automation, deeper reporting.

4.1 Auto-renewal

Subscriptions auto-renew each month at the then-current price until you cancel. By providing a payment method, you authorize Omnovo and Stripe to charge that method for all fees due, including renewal fees, late fees, and any past-due amounts, until you cancel through the dashboard or in writing to peter@omnovo.com.

4.2 Refund policy

Limited refund window. During alpha and private beta, you may request a full refund within seven (7) days of your initial purchase OR before the first AI generation runs on your account, whichever occurs first, by emailing peter@omnovo.com. Once any AI content has been generated for your account — including Brand Bible drafts, site copy drafts, social drafts, or audit runs — the refund window closes regardless of how many days have passed.

No refunds outside the window. Except as required by applicable law, all fees are non-refundable. We do not provide prorated refunds for partial months, unused portions of a billing period, downgrades, suspensions, terminations, downtime, service interruptions, feature changes, or model swaps.

4.3 Late payments

If your payment fails or is more than thirty (30) days past due, we may suspend or terminate your account, and you authorize us to charge a late fee equal to the lesser of 1.5% per month or the maximum rate permitted by law on any unpaid balance.

4.4 Price changes

We will give you at least thirty (30) days’ notice before any price change takes effect. If you do not cancel before the new price takes effect, you accept the new price.

5. AI-generated content — your responsibility

Most content Omnovo produces — your Brand Bible, site copy, social posts, review replies, reports, audits — is drafted by AI.

AI OUTPUT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ACCURACY, COMPLETENESS, OR SUITABILITY. AI may produce inaccurate, misleading, biased, or entirely fabricated content (commonly called “hallucinations”), including invented certifications, credentials, dates, prices, statistics, citations, awards, testimonials, or factual claims. You bear sole and complete responsibility for verifying every fact, claim, statement, certification, credential, date, price, statistic, citation, award, testimonial, and representation in any AI-generated content before approving it for publication.

You review and approve before publication. Drafts go through an approval bundle in your dashboard (“Your Site” or “Your Brand,” depending on your tier). Nothing publishes until you approve it.
Approval is your independent verification. Your approval of any AI-generated content constitutes your representation that you have independently verified its accuracy and that the content correctly represents your business.
You assume all risk. You assume all risk and liability arising from AI-generated content, including content you approved, content auto-approved under negative consent, content materially edited after AI generation, and content distributed through any channel connected to your account.
Negative consent for established accounts. After thirty (30) days on Growth or Pro in good standing, low-risk pending approvals auto-approve after a 3-day countdown unless you intervene. Auto-approval is a feature you elect by continuing to use Omnovo on Growth or Pro after day thirty (30); content auto-approved under negative consent is treated identically to content you actively approved, and you bear the same responsibility for it. High-risk content (legal, medical, financial claims, review replies to negative reviews) is excluded from auto-approval.

To the maximum extent permitted by law, Omnovo disclaims all liability arising from AI-generated content, including liability for inaccuracy, defamation, false advertising, regulatory violations, professional-licensing violations, intellectual-property infringement, FTC claims, state attorney general actions, and any third-party claims arising from content you approved (or that auto-approved under negative consent).

6. Content ownership and license

6.1 Your content

Logos, photos, brand inputs, and anything else you upload remain your property. You grant Omnovo a non-exclusive, worldwide, royalty-free, sublicensable license to use, copy, display, modify, distribute, and create derivative works of your content for any purpose related to providing, improving, marketing, or operating Omnovo, including for the duration of your subscription and for a reasonable wind-down period after termination.

You represent and warrant that you own or have all rights necessary to grant this license, and that your content does not infringe any third party’s rights.

6.2 AI-generated content for your business

Subject to your continued compliance with these Terms, Omnovo grants you a non-exclusive, perpetual, worldwide, royalty-free license to use AI outputs we produce specifically for your business (Brand Bible, site copy, social posts, review replies, etc.) within the operation of your business. Termination for your material breach revokes this license; ordinary termination does not.

6.3 Anonymized output license

You grant Omnovo a perpetual, worldwide, royalty-free, irrevocable, sublicensable, transferable license to use anonymized outputs and de-identified inputs for any lawful business purpose, including AI model training, product development, benchmarking, analytics, marketing, customer case studies, and any other purpose. “Anonymized” means stripped of your business name, customer names, and personally identifying details.

You may opt out of use of anonymized outputs for AI model training by emailing peter@omnovo.com. Opt-out for model training does not affect any other use authorized in this Section 6.3.

6.4 Marketing and case-study rights

You grant Omnovo the right to use your business name, logo, and a screenshot or recording of your OmniSite as a customer reference, case study, testimonial, or marketing material on the Omnovo website, sales decks, social media, and any other Omnovo marketing channel. You may opt out of marketing use by emailing peter@omnovo.com with the subject line “Marketing opt-out”; opt-outs are honored within thirty (30) days of receipt and are not retroactive.

6.5 “Built with Omnovo” attribution

OmniSites we build for you may include a small “Built with Omnovo” attribution in the footer linking to omnovo.com. You grant Omnovo the perpetual, irrevocable right to display this attribution on your OmniSite for so long as Omnovo provides the service to you.

Starter — attribution required and may not be removed.
Growth — attribution required by default; may be removed on request, subject to our discretion.
Pro — attribution removed by default unless you opt to keep it.

7. Acceptable use

Don’t use Omnovo to publish, distribute, or facilitate:

Illegal content of any kind
Content that impersonates anyone or any business
Spam, unsolicited bulk messaging, or content that violates the CAN-SPAM Act or TCPA
Harassment, threats, hate speech, or content targeting protected classes
Content that infringes anyone’s copyright, trademark, right of publicity, or other rights
Malware, viruses, phishing, or anything designed to harm systems or people
Content that violates any law applicable to your business or industry
False, deceptive, or misleading commercial claims

If we believe you’re violating this section, we may suspend or terminate your account immediately, without notice, and without refund of any kind. For obvious violations (illegal content, malware, fraud), we will act first and explain after, if at all.

8. Service availability — no warranties or SLA

Omnovo is provided on a best-effort basis. We make no warranty of uptime, availability, performance, accuracy, or fitness for any purpose. There is no service-level agreement. Service interruptions, maintenance windows, vendor outages, model swaps, feature changes, and downtime do not entitle you to any refund, service credit, or compensation of any kind, except as required by applicable law.

If something breaks, email peter@omnovo.com and we’ll address it on a reasonable-effort basis.

9. Modifications to the service

We may add, change, suspend, retire, or remove any feature, integration, model, vendor, or component of the service at any time, in our sole discretion, with or without notice. If a change materially reduces the functionality you are paying for, your sole and exclusive remedy is to cancel your subscription in accordance with Section 10. No refunds, credits, or damages are available for service modifications.

10. Cancellation, export, and data forfeiture

You may cancel anytime through the dashboard or by emailing peter@omnovo.com. Cancellation is effective at the end of the current billing period; no prorated refund is due.

When you cancel:

14-day grace period — your site stays live for fourteen (14) days after cancellation, then is taken down
14-day export window — you can download your full content bundle for fourteen (14) days via a signed download link issued at cancellation
No prorated refunds for the current billing period or any prior period, except as required by Section 9 or applicable law

10.1 Export bundle contents

Your export bundle is a single signed-URL ZIP that contains:

Brand Bible (Markdown + JSON) — voice, audience, services, positioning, do/don’t lists
Site content (Markdown per page + JSON manifest) — all approved page copy, sections, and metadata
Media library (original-resolution images and uploaded files) — everything in your Cloudflare R2 bucket attributed to your tenant
Lead and contact records (CSV) — every lead captured through your site and forms, including timestamps and source
Social post history (CSV + JSON) — every published post across connected channels with timestamps, links, and engagement metadata where retained
Review history (CSV + JSON) — every review pulled into the platform with your replies
Reports archive (PDF) — every monthly report we generated for you

The export is yours, perpetually licensed under Section 6.

10.2 Data forfeiture after window

You are solely responsible for downloading your export bundle within the 14-day export window. Once the window closes, Omnovo has no obligation to maintain, recreate, restore, transmit, or recover your data. Re-issuance after the window expires is at our sole discretion and subject to a $99 service fee per request, paid in advance, except where mandatory law requires accommodation.

11. Termination by Omnovo

We may suspend or terminate your account:

Immediately, without notice, and without refund if you materially breach Section 7 (Acceptable use), commit fraud, fail to pay, or engage in any conduct that exposes Omnovo to legal, financial, regulatory, or reputational risk
On seven (7) days’ written notice for any other material breach you have not cured
At any time, on thirty (30) days’ written notice, for any reason or no reason (termination for convenience), with a prorated refund of any prepaid fees for the unused remainder of the current billing period as your sole and exclusive remedy

12. Limitation of liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS OUR LIABILITY TO YOU.

To the maximum extent permitted by law:

Total liability cap. Our total cumulative liability to you for all claims arising from or related to these Terms or the service, in the aggregate, is capped at the lesser of (a) the total fees you paid us in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) five hundred dollars ($500.00).
Excluded damages. We are not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, lost revenue, lost data, business interruption, loss of goodwill, or cost of substitute services, even if advised of the possibility of such damages.
Independent of theory. This cap and these exclusions apply regardless of legal theory (contract, tort, negligence, strict liability, statute, or otherwise) and regardless of whether any limited remedy fails of its essential purpose.

Some jurisdictions do not allow these limits, so parts of this section may not apply to you, but they apply to the maximum extent permitted by your jurisdiction.

13. Indemnification

13.1 Your indemnification of Omnovo

You will defend, indemnify, and hold harmless Omnovo, Bluegrass Digital Advantage LLC, and our officers, directors, employees, contractors, agents, vendors, and affiliates from and against any and all claims, demands, suits, proceedings, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

Any content you upload, provide, approve, or that auto-approves under negative consent
Any AI-generated content distributed through any channel connected to your account, regardless of who approved it
Your breach of these Terms or any representation or warranty you made
Your violation of any law or third-party right (including IP, publicity, privacy, defamation, false advertising)
Any claim, regulatory action, or licensing-board action arising from your industry-specific obligations (legal, medical, financial, or otherwise)
Your business operations, your customers, your employees, your contractors, and any third party acting under your direction
Any tax, employment, contracting, or licensing obligation related to your business
Any unauthorized use of your account

13.2 Omnovo’s narrow indemnification

We will defend you against any third-party claim alleging that AI-generated content specifically and originally produced by Omnovo for your business directly infringes a registered United States patent, copyright, or trademark, and we will pay damages and reasonable attorneys’ fees finally awarded against you on such claim, subject to the cap in Section 12.

This indemnity does not apply to, and we will not defend or indemnify for, any claim arising from:

Content you uploaded, supplied as input, or provided to us
Content you materially edited after AI generation
Hallucinations, factual inaccuracies, fabricated claims, or misrepresentations of any kind
Defamation, libel, slander, or false-light claims
False advertising, FTC claims, or state attorney general actions
Your industry-specific regulatory obligations
Use of AI output outside the operation of your specific business
Combination of AI output with anything not provided by Omnovo
Continued use of AI output after we notify you of an alleged infringement
Privacy, publicity, or data-protection claims

13.3 Indemnification process

Our indemnification obligation is conditioned on you (a) giving prompt written notice within ten (10) days of receiving the claim, (b) granting Omnovo sole control of the defense and settlement, (c) providing reasonable cooperation at our expense, and (d) not making any admission, settlement, or public statement about the claim without our prior written consent. We may settle any claim on terms we deem reasonable, including terms that require you to cease specific use of the affected content.

14. Disclaimers

OMNOVO IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. To the maximum extent permitted by law, we disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, security, uninterrupted operation, error-free operation, and any warranty arising from course of dealing or trade usage.

We do not warrant that AI output will be accurate, complete, current, lawful, non-infringing, fit for any purpose, or free of errors, biases, or hallucinations. We do not currently hold HIPAA, SOC 2, or PCI compliance certifications and do not represent ourselves as a HIPAA business associate, SOC 2 audited, or a PCI-compliant merchant. Stripe handles all card data; we never see or store card numbers. Do not use Omnovo to process protected health information, cardholder data, or any other regulated category of data subject to specialized compliance regimes.

15. Governing law and venue

These Terms are governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For any claim that cannot be subject to arbitration under Section 16 (e.g., small-claims actions or actions to enforce an arbitration award), the state and federal courts located in Fayette County, Kentucky, have exclusive jurisdiction, and you irrevocably consent to personal jurisdiction and venue there and waive any objection based on inconvenient forum or forum non conveniens.

16. Mandatory binding individual arbitration; class-action waiver

PLEASE READ CAREFULLY. THIS SECTION REQUIRES YOU TO ARBITRATE DISPUTES INDIVIDUALLY AND WAIVES YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

16.1 Agreement to arbitrate

Except for claims that may be brought in small-claims court (subject to Section 16.6) and except for actions to enforce, modify, or vacate an arbitration award, all disputes, claims, demands, or controversies arising from or related to these Terms, the service, AI output, your account, marketing, billing, privacy, or your relationship with Omnovo of any kind, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved exclusively by mandatory binding individual arbitration.

16.2 Forum and rules

Arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules then in effect (or, if JAMS is unavailable, by the American Arbitration Association (AAA) under its Commercial Arbitration Rules). The arbitration shall be conducted by a single arbitrator. The seat of arbitration is Lexington, Kentucky, and the language of arbitration is English. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section.

16.3 Costs

Each party bears its own attorneys’ fees and costs except as required by JAMS or AAA rules. The arbitrator may award attorneys’ fees and costs to the prevailing party where permitted by law.

16.4 Class-action, collective-action, and representative-action waiver

YOU AND OMNOVO EACH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may not consolidate more than one person’s claims, may not preside over any form of representative or class proceeding, and may award relief only on an individual basis.

16.5 Mass-arbitration coordination

If twenty-five (25) or more substantially similar claims are filed against Omnovo within any ninety (90)-day period and are represented by the same or coordinated counsel, the parties will meet and confer in good faith to streamline procedures, including bellwether selection and staggered filing, before any individual arbitration proceeds. This Section does not modify the individual nature of any arbitration.

16.6 Small-claims carve-out

Notwithstanding Section 16.1, either party may bring an individual claim in the small claims court of Fayette County, Kentucky (or the equivalent small-claims venue in the customer’s home jurisdiction), provided the claim is within the small-claims jurisdictional limit and is not consolidated with any other claim.

16.7 Severability

If the class-action waiver in Section 16.4 is found unenforceable as to any specific claim, that claim shall be severed from arbitration and adjudicated in the courts identified in Section 15; the remainder of this Section 16 shall remain in full force.

16.8 Survival

This Section 16 survives termination of these Terms.

17. Waiver of jury trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND OMNOVO EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING FROM OR RELATED TO THESE TERMS, THE SERVICE, OR YOUR RELATIONSHIP WITH OMNOVO, whether sounding in contract, tort, or otherwise. This waiver is independent of, and survives any unenforceability of, Section 16.

18. Statute of limitations — one year

Any claim or cause of action arising from or related to these Terms or the service must be filed within one (1) year after the claim or cause of action accrued, or be forever barred. This contractual limitation period applies to the maximum extent permitted by applicable law and is independent of any statutory limitations period.

19. Force majeure

We are not liable for any failure, delay, or interruption in performance caused by events beyond our reasonable control, including acts of God, natural disaster, pandemic, epidemic, war, terrorism, civil unrest, governmental action, embargo, strike, labor dispute, internet or telecommunications outage, vendor or sub-processor outage (including Cloudflare, Supabase, Stripe, Resend, Twilio, OpenRouter, Zernio, Porkbun), denial-of-service attack, cyber-attack, hardware failure, or third-party platform changes (including changes to APIs, terms, or policies of social, advertising, search, or review platforms).

20. Assignment

Omnovo may assign these Terms or any of our rights or obligations, in whole or in part, to any affiliate, acquirer, successor, or third party at any time, with or without notice and without your consent. You may not assign these Terms or any rights or obligations under them without our prior written consent. Any attempted assignment in violation of this Section is void.

21. Entire agreement; no reliance

These Terms, the Privacy Policy, and the DPA (where applicable) constitute the entire agreement between you and Omnovo with respect to the service and supersede all prior agreements, communications, representations, statements, marketing materials, and understandings, whether oral or written.

You acknowledge that you have not relied on any representation, statement, or promise not expressly stated in these Terms. No oral or written information, advertising, or statement made by or on behalf of Omnovo (including by sales, support, or AI agents) creates a warranty or modifies these Terms.

22. Severability and waiver

If any provision of these Terms is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed; the remainder of these Terms remains in full force. Our failure to enforce any provision is not a waiver of our right to enforce it later.

23. Geographic scope

Omnovo is a US-based service operated from Kentucky and intended for US-based small businesses. We do not actively market to customers in the EU or UK. EU/UK customers who choose to sign up are handled reactively under the DPA template, Section 10 (Standard Contractual Clauses).

24. Changes to these terms

We may update these Terms at any time. For material changes, we will give you at least thirty (30) days’ notice by email or in-dashboard banner and post the updated Terms at omnovo.com/legal. Continued use of the service after the effective date of the updated Terms constitutes acceptance. If you do not agree to the updated Terms, your sole and exclusive remedy is to cancel your subscription before the effective date.

Non-material changes may take effect immediately on posting.

25. Contact

Bluegrass Digital Advantage LLC (d/b/a Omnovo) Lexington, Kentucky, United States peter@omnovo.com