1. Introduction
These Terms form a binding agreement between OmniflonexAi, a sole proprietorship registered in India with its principal place of business at Gwalior, Madhya Pradesh, India ("OmniflonexAi", "we", "us"), and the approved business or sole proprietor registered as a B2B Reseller ("Reseller", "you"). You accept these Terms by electronically accepting them before paying for access.
2. Definitions
- "B2B Reseller": an independent business entity or sole proprietor approved by OmniflonexAi to buy services at wholesale rates for resale.
- "Eligible Services": the services marked "Wholesale Eligible" in the B2B catalog.
- "Standard Catalog Price": the published list price of an Eligible Service at the time of order.
- "Wholesale Partner Price": the Standard Catalog Price less any progression discount earned.
- "Resale Price": the price the Reseller charges its own clients, set solely by the Reseller.
- "Access Plan": the paid B2B access period described in Section 5.
- "Service Credits": non-cash promotional credits usable only towards Eligible Services.
3. Eligibility
Open only to genuine business entities and sole proprietors with legal capacity to contract in their jurisdiction. The program is for business purchasers buying for resale, not for personal or household use.
4. Application and Verification
Applicants must complete the B2B Application with accurate business, tax, and identity information. We may request supplementary documents (e.g. business registration, PAN, GSTIN, EIN, VAT number, government ID) and may approve or reject any application. Verification data is handled under Section 27 and our Privacy Policy.
5. Access Plans
After approval and acceptance of these Terms, the Reseller buys one of the following Access Plans:
- 30-Day Access: USD $47 (launch price; regular price USD $59), valid 30 days.
- 6-Month Access: USD $174, valid 6 months.
- 12-Month Access: USD $269, valid 12 months.
Plan benefits are as listed on the B2B Reseller page at the time of purchase. Access Plans are one-time payments and do not auto-renew. The Reseller may buy a new plan at the then-current price. The Access Plan fee is a charge for commercial access to wholesale purchasing. It is not an investment, deposit, or security, and it does not entitle the Reseller to any earnings, clients, or income. Prices exclude taxes (see Section 14).
6. Order Placement and Payment
Resellers order Eligible Services through the B2B Checkout during an active Access Plan. Work begins only after full payment, or after an agreed deposit has cleared. All orders are subject to production capacity and scheduling confirmation.
7. Order Qualification
Only completed, fully paid, non-refunded orders count toward progression. The following do not count: cancelled or unfulfilled orders; failed or declined payments; refunded, disputed, or charged-back orders; fraudulent, abusive, test, or duplicate orders; and orders that breach these Terms.
8. Discount & Benefit Progression
- Order #1: 10% Service Credit, calculated on the amount paid for the order (order paid at Standard Catalog Price).
- Order #2: 5% off Standard Catalog Price.
- Order #3: 10% off Standard Catalog Price.
- Order #4: 15% off Standard Catalog Price.
- Order #5 onward: 20% off Standard Catalog Price, for qualifying orders placed while an Access Plan is active.
Progression is based only on the Reseller's own purchases. No benefit is earned from any other person's purchases or sign-ups.
9. Service Credits
Service Credits have no cash value. They cannot be withdrawn, transferred, sold, or exchanged. They expire 365 days after issue. They may be applied to up to 10% of an order under USD $1,000 and up to 20% of an order of USD $1,000 or more. Credits can be redeemed only while an Access Plan is active.
10. Plan Expiry
When an Access Plan expires, the Reseller cannot place new wholesale orders until it buys a new plan. Orders already paid will be completed. The Reseller's progression level and unexpired Service Credits stay on record for 12 months after expiry and are restored if a new Access Plan is bought within that period.
11. Independent Relationship & Resale Rights
The parties are independent contractors. Nothing here creates employment, agency, partnership, franchise, or joint venture. During an active Access Plan, OmniflonexAi grants the Reseller a non-exclusive, non-transferable right to resell Eligible Services to its own clients. OmniflonexAi may withdraw this right for future orders under Sections 22–23. Withdrawal does not affect deliverables already paid for and delivered.
12. Client Relationship
The Reseller owns its client relationships. It is solely responsible for client communication, sales representations, scope, pricing, invoicing, payment collection, and client disputes. OmniflonexAi will not contact, solicit, or invoice the Reseller's clients unless the Reseller asks in writing.
13. Resale Pricing
The Reseller sets its Resale Price independently. OmniflonexAi does not control resale pricing, subject to applicable law.
14. Taxes & Invoicing
All prices are in USD and exclude taxes. For Resellers in India, GST at the applicable rate will be added to our invoice. For Resellers outside India, services are supplied as an export of services under applicable Indian GST law. The Reseller is solely responsible for all taxes, duties, and filings on its own resale transactions, and must pay any bank or transfer charges on its side.
15. Delivery, Revisions & Acceptance
Services are produced to the approved project brief. Each order includes the revision rounds stated in the service catalog. A deliverable is accepted on written sign-off, or 7 business days after delivery if no written feedback is received.
16. Intellectual Property
On receipt of full payment for an order, OmniflonexAi assigns to the Reseller all rights it holds in the final delivered files for that order, for delivery to and use by the Reseller's client. OmniflonexAi retains ownership of its internal tools, workflows, prompts, templates, code libraries, and know-how. Some deliverables are created with AI tools, stock assets, fonts, or third-party software, and these remain subject to their own license terms. Copyright protection for AI-generated material varies by country and is not guaranteed. OmniflonexAi may show non-confidential work in its portfolio only with the Reseller's written consent.
17. Brand & Trademark Restrictions
The Reseller must not: claim to be an employee, agent, branch, or subsidiary of OmniflonexAi; register domains, usernames, or handles containing "Omniflonex" or confusingly similar names; use OmniflonexAi logos or trademarks without written permission; or make any promise on behalf of OmniflonexAi.
18. White-Label
Services marked "White-Label Ready" are delivered without OmniflonexAi branding or watermarks and may be delivered under the Reseller's own brand.
19. Prohibited Marketing Conduct
The Reseller must not engage in false or misleading advertising, income or "passive income" claims, bidding on OmniflonexAi brand terms, or unsolicited bulk messaging (email, SMS, WhatsApp). The Reseller must comply with advertising and consumer laws that apply to its own sales.
20. No Recruitment Compensation
This program is a wholesale purchasing arrangement only. It pays no referral commissions, recruitment bonuses, downline overrides, team or volume bonuses, or multi-level compensation. No payment of any kind is made for introducing other resellers. Any separate OmniflonexAi Referral Program is single-level, free to join, and governed by its own terms.
21. Warranties & Disclaimer
OmniflonexAi will perform services with reasonable skill and care, in line with the approved brief. Except as stated in these Terms, services are provided without other warranties, including any warranty of business results, revenue, rankings, or client satisfaction. Access to the program does not guarantee clients, sales volume, profit, or business success.
22. Indemnity
The Reseller will indemnify OmniflonexAi against third-party claims arising from: the Reseller's representations, contracts, or pricing with its clients; the Reseller's breach of these Terms; or materials the Reseller supplies. OmniflonexAi will indemnify the Reseller against third-party claims that a deliverable, as delivered and excluding Reseller-supplied or client-supplied materials, infringes that third party's intellectual property rights.
23. Fraud & Abuse
Manipulating order counts or discounts, submitting forged KYC or tax documents, or making bad-faith chargebacks may result in immediate termination and forfeiture of unused credits and progression benefits. We will notify the Reseller in writing of the reason.
24. Suspension
We may suspend new orders during an investigation of a suspected breach, payment default, or trademark misuse. We will give written notice of the reason. The Reseller may respond within 7 days. Paid orders in progress will be completed unless the suspension relates to fraud.
25. Termination
Either party may terminate on 30 days' written notice. OmniflonexAi may terminate immediately for material breach, fraud, trademark infringement, or non-payment. If OmniflonexAi terminates without cause, it will refund the unused portion of the Access Plan fee on a pro-rata daily basis. Paid orders in progress will be completed or refunded for the undelivered portion.
26. Refunds & Cancellations
- Access Plan fees: non-refundable once the plan is activated, except as stated in Section 25 or where required by law.
- Order payments: payments for completed or in-progress production phases are non-refundable. Any refund agreed in writing covers only undelivered work.
- Reversals: If an order is refunded or charged back, any progression level or Service Credits earned from it are reversed.
27. Data Protection
OmniflonexAi processes Reseller verification and contact data under its Privacy Policy and applicable law, including India's Digital Personal Data Protection Act, 2023. Where the Reseller shares its clients' personal data with us to deliver an order, we process it only to deliver that order, keep it confidential and secure, and delete or return it on request after delivery. The Reseller confirms it has a lawful basis to share that data. Verification documents are kept only as long as needed for verification and legal record-keeping, which is 12 months.
28. Confidentiality
Each party will protect the other's non-public information, including wholesale pricing, client project materials, and business plans, with reasonable care, and use it only for this agreement. This obligation survives termination for 2 years.
29. Limitation of Liability
Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits or revenue. OmniflonexAi's total liability for any claim relating to an order is limited to the amount paid for that order, and for any other claim to the Access Plan fee paid in the preceding 12 months. These limits do not apply to fraud or to liability that cannot be limited by law.
30. Force Majeure
Neither party is liable for delay caused by events beyond its reasonable control, including natural disasters, internet or platform outages, government action, or third-party AI or cloud service failures. Deadlines will be extended accordingly.
31. Electronic Acceptance & Notices
These Terms are accepted electronically. Acceptance is recorded with the signer's name, business name, timestamp, version, and IP address, and forms a valid contract under the Information Technology Act, 2000 (Section 10A). Notices may be given by email to the addresses on file.
32. Changes to the Program
We may update catalog prices, services, or progression rules on at least 15 days' notice by email and on this page. Changes do not affect orders already paid or Access Plans already purchased for their current term.
33. Governing Law & Dispute Resolution
These Terms are governed by the laws of India. The parties will first try to resolve any dispute through good-faith discussion for 30 days. Unresolved disputes will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration is Gwalior, Madhya Pradesh, India, and the language is English. Subject to arbitration, the courts at Gwalior, Madhya Pradesh, India have exclusive jurisdiction.
34. General
These Terms, together with the B2B page plan details and the Privacy Policy, form the entire agreement. If any clause is found invalid, the rest remains in force. The Reseller may not assign this agreement without our written consent. Failure to enforce a right is not a waiver.
35. Contact
OmniflonexAi (Sole Proprietorship)
Gwalior, Madhya Pradesh, India.
Email: hello@omniflonexai.com
Website: omniflonexai.com