Terms of Service

1. ACCEPTANCE OF TERMS AND SERVICE DESCRIPTION

By accessing this website, engaging with Zenith Sales Group DBA Omnira Partners ("Omnira," "we," "us," or "our"), or using any of our services, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms").

Omnira provides business transformation consulting, operational advisory, and mergers and acquisitions advisory services (collectively, "Services"). Our Services include but are not limited to:

• Business assessments and operational analysis
• Strategic planning and execution guidance
• Exit readiness preparation
• Valuation analysis and opinions
• M&A transaction advisory and guidance
• Business transformation consulting using proprietary methodologies
• Introductions to potential buyers, sellers, or strategic partners
• Deal structure consulting and negotiation support

By using our Services, you acknowledge and agree to these Terms. If you do not agree, you may not use our Services.

2. REGULATORY STATUS AND EXEMPTIONS

2.1 M&A Broker Exemption

Omnira operates under exemptions provided by the Securities and Exchange Commission (SEC) for M&A brokers facilitating transactions involving companies with:

• Gross revenues of less than $25 million
• EBITDA (earnings before interest, taxes, depreciation, and amortization) of less than $25 million

Under these exemptions, Omnira provides advisory services to facilitate M&A transactions but does NOT act as a registered broker-dealer.

2.2 Advisory Relationship Only

The relationship between Omnira and Client is strictly ADVISORY and CONSULTATIVE in nature. Omnira:

• Provides guidance, analysis, and recommendations
• Coaches clients through business transformation and transaction processes
• Facilitates introductions and connections
• Advises on deal structure and strategy

Omnira does NOT:

• Execute securities transactions on your behalf
• Hold, transfer, or custody funds or securities
• Make investment decisions for you
• Guarantee or promise any specific transaction outcome
• Act as your fiduciary (except as specifically agreed in writing)

2.3 Client Decision-Making Authority

YOU RETAIN SOLE AND COMPLETE DECISION-MAKING AUTHORITY for all business decisions, transactions, and outcomes. Omnira's role is limited to providing information, analysis, and guidance to inform YOUR decisions.

3. INTELLECTUAL PROPERTY OWNERSHIP

3.1 Omnira's Proprietary Methodologies

Zenith Sales Group DBA Omnira Partners owns 100% of all intellectual property rights in and to our proprietary business methodologies, frameworks, systems, processes, and related materials, including but not limited to:

• The 4 Quarters System™ (Q1: More Money, Q2: More Systems, Q3: More Talent, Q4: More Freedom)
• The 10 Value Levers Assessment Framework™
• All business assessment tools, scorecards, and evaluation methodologies
• All valuation models, templates, and calculation methodologies
• All training materials, guides, playbooks, and documentation
• All software, technology, and digital platforms
• All trademarks, service marks, and branding materials
• Any and all derivatives, improvements, or enhancements to the above

3.2 Limited License to Client

Subject to your compliance with these Terms and payment of all applicable fees, Omnira grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use our methodologies and materials solely for your internal business purposes in connection with Services we provide to you.

3.3 Restrictions on Use

You expressly agree that you will NOT:

• Copy, reproduce, distribute, or share Omnira's proprietary methodologies with any third party
• Use Omnira's methodologies to provide consulting or advisory services to others
• Reverse engineer, modify, or create derivative works based on Omnira's intellectual property
• Remove proprietary notices, branding, or attributions from any materials
• Claim ownership of or resell Omnira's methodologies, frameworks, or systems
• Train others in Omnira's methodologies without express written permission
• Use Omnira's intellectual property to compete with Omnira in any manner

Violation of this Section constitutes a material breach and may result in immediate termination of Services, legal action for damages, injunctive relief, and recovery of attorney fees and costs.

4. NO GUARANTEES OR PROMISES OF OUTCOMES

4.1 Advisory Services Are Not Guarantees

OMNIRA MAKES NO REPRESENTATIONS, PROMISES, OR GUARANTEES REGARDING:

• The successful completion of any transaction or business sale
• The sale price, valuation multiple, or terms achieved in any transaction
• The time required to complete a transaction or business transformation
• The number or quality of buyers, investors, or strategic partners identified
• Improvements in business performance, revenue, profitability, or valuation
• The accuracy or completeness of any valuation analysis or opinion provided
• Market conditions, buyer appetite, or economic factors affecting transactions
• The suitability of any buyer, investor, or strategic partner for your business
• Regulatory approval or compliance of any proposed transaction
• Tax, legal, or accounting implications of any business decision or transaction

4.2 Valuations Are Opinions Only

Any valuation analysis, business assessment, or opinion of value provided by Omnira is:

• An ESTIMATE and OPINION based on available information, market data, and professional judgment
• NOT a guarantee of actual sale price or market value
• NOT an appraisal (Omnira is not a licensed appraiser)
• Subject to change based on market conditions, due diligence findings, and negotiations
• Provided for informational and strategic planning purposes only

Actual transaction values may be significantly higher or lower than any valuation opinion provided by Omnira. Multiple factors beyond Omnira's control affect final transaction values.

4.3 Market and Economic Factors

Business sales, valuations, and transformations are affected by numerous factors beyond Omnira's control, including but not limited to:

• Market conditions and economic cycles
• Industry trends and competitive dynamics
• Buyer supply and demand
• Financing availability and interest rates
• Regulatory changes and legal requirements
• Specific buyer motivations and circumstances
• Findings discovered during due diligence
• Force majeure events and unforeseen circumstances

Omnira is NOT responsible for external factors that impact your business, transaction, or outcomes.

5. CLIENT RESPONSIBILITIES AND REPRESENTATIONS

5.1 Accurate Information

You represent and warrant that:

• All financial information, business data, and representations you provide to Omnira are true, accurate, and complete to the best of your knowledge
• You have the legal authority to engage Omnira and make decisions regarding your business
• Your business is operated in compliance with all applicable laws and regulations
• There are no undisclosed liabilities, litigation, or material adverse facts about your business
• All financial statements and tax returns provided are accurate and have been prepared in accordance with applicable accounting standards

You acknowledge that Omnira's analysis, recommendations, and Services are based on the information YOU provide, and that inaccurate or incomplete information may lead to flawed analysis and recommendations.

5.2 Independent Due Diligence

YOU ARE SOLELY RESPONSIBLE FOR:

• Conducting your own due diligence on any potential buyer, investor, seller, or acquisition target
• Verifying all information provided by third parties
• Evaluating the suitability and risks of any proposed transaction
• Assessing the financial, legal, operational, and strategic implications of business decisions
• Obtaining independent legal, tax, and accounting advice before entering into any transaction

Omnira's Services do NOT include legal due diligence, tax planning, regulatory compliance analysis, or accounting services. You must engage qualified professionals for these matters.

5.3 Professional Advisors

You acknowledge and agree that:

• Omnira strongly recommends you engage qualified legal, tax, and accounting professionals to advise you on any transaction or business decision
• Omnira is NOT a substitute for legal counsel, tax advisors, or certified public accountants
• You will consult with appropriate professionals regarding all legal, tax, regulatory, and accounting matters
• You are responsible for all costs associated with engaging such professionals

FAILURE TO OBTAIN PROFESSIONAL ADVICE MAY RESULT IN SIGNIFICANT FINANCIAL, LEGAL, OR TAX CONSEQUENCES FOR WHICH OMNIRA IS NOT RESPONSIBLE.

5.4 Confidentiality and Non-Circumvention

You agree to:

• Maintain confidentiality of all proprietary information, methodologies, and materials provided by Omnira
• Not directly contact or engage with any buyer, investor, or strategic partner introduced by Omnira to circumvent Omnira's fees or involvement
• Promptly inform Omnira of any direct contact or inquiries from parties related to potential transactions
• Honor all fee obligations regardless of whether a transaction is completed with Omnira's direct involvement or through circumvention

If you engage in any transaction with a party introduced by Omnira within 24 months of the introduction, regardless of Omnira's continued involvement, you remain obligated to pay applicable fees as outlined in your engagement agreement.

6. FEES AND PAYMENT TERMS

6.1 Fee Structure

Omnira's fees typically include:

• Monthly or quarterly retainer fees for advisory and consulting services
• Success fees or transaction fees based on completed transactions
• Equity warrants or equity compensation (when applicable and agreed)
• Other fees as outlined in your specific engagement agreement

All fees are non-refundable unless specifically stated otherwise in your engagement agreement.

6.2 Engagement Agreement Controls

The specific fees, payment terms, and conditions applicable to your engagement are set forth in a separate Engagement Agreement or Letter of Engagement signed by both parties. In the event of any conflict between these Terms and your Engagement Agreement, the Engagement Agreement shall control with respect to fees and payment terms.

6.3 Payment Obligations

You agree to:

• Pay all fees when due according to your Engagement Agreement
• Reimburse Omnira for pre-approved out-of-pocket expenses
• Pay interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• Pay all costs of collection, including reasonable attorney fees, if Omnira must pursue collection of unpaid fees

6.4 No Guarantee of Success Fees

Payment of retainer or advisory fees does NOT guarantee that any success fee or transaction will occur. Success fees are earned and payable only upon successful completion of a qualifying transaction as defined in your Engagement Agreement.

7. LIMITATION OF LIABILITY

7.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

OMNIRA DOES NOT WARRANT THAT:

• Services will result in any particular business outcome, transaction, or result
• Information or analysis provided will be error-free, complete, or up-to-date
• Services will be uninterrupted or available at all times
• Any deficiencies or errors will be corrected
• Services will meet your specific requirements or expectations

YOU ACKNOWLEDGE THAT BUSINESS TRANSFORMATION AND M&A TRANSACTIONS INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES, AND THAT OMNIRA CANNOT AND DOES NOT GUARANTEE ANY SPECIFIC RESULTS.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMNIRA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, exemplary, or punitive damages
• Loss of profits, revenue, business opportunities, or anticipated savings
• Loss of data, goodwill, or business reputation
• Costs of procurement of substitute services
• Business interruption or operational losses
• Damages arising from transactions that fail to close or close at lower values than anticipated
• Damages arising from decisions you make based on Omnira's advice, analysis, or recommendations
• Damages arising from your failure to obtain independent professional advice
• Any claim arising out of or related to Services, these Terms, or your relationship with Omnira

...EVEN IF OMNIRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Cap on Liability

IN NO EVENT SHALL OMNIRA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES YOU PAID TO OMNIRA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

This cap applies regardless of the legal theory of liability, whether in contract, tort, negligence, strict liability, or otherwise.

7.4 Essential Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT:

• The limitations and exclusions of liability in this Section 7 are FUNDAMENTAL AND ESSENTIAL TERMS of the agreement between you and Omnira
• Omnira would not provide Services at the agreed-upon fees without these limitations
• These limitations apply even if any limited remedy fails of its essential purpose
• Some jurisdictions do not allow certain limitations on liability; in such cases, these limitations apply to the maximum extent permitted by applicable law

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Omnira, its affiliates, and their respective officers, directors, employees, agents, contractors, and representatives (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney fees and costs) arising out of or related to:

• Your use or misuse of the Services
• Your violation of these Terms or any applicable law or regulation
• Any inaccurate, incomplete, or misleading information you provide to Omnira
• Your business operations, financial condition, or legal compliance
• Any transaction or business decision you make (or fail to make)
• Your failure to obtain independent legal, tax, or accounting advice
• Any claim by a third party related to your business, including buyers, sellers, investors, employees, creditors, or regulators
• Your breach of any representation, warranty, or obligation in these Terms
• Any circumvention or attempt to circumvent Omnira's fees or involvement
• Your violation of the intellectual property rights of Omnira or any third party

This indemnification obligation will survive termination of these Terms and the Services.

You agree to cooperate fully with Omnira in the defense of any claim subject to indemnification, and Omnira reserves the right to assume exclusive control of the defense of any such claim at your expense.

9. CONFIDENTIALITY

9.1 Confidential Information

Both parties acknowledge that they may receive confidential and proprietary information during the course of the relationship ("Confidential Information"), including but not limited to:

Omnira's Confidential Information:

• Proprietary methodologies, systems, processes, and frameworks
• Business strategies, plans, and internal operations
• Client lists, potential buyer/seller lists, and contact information
• Valuation models, templates, and analytical tools
• Pricing, fee structures, and financial information

Your Confidential Information:

• Financial statements, tax returns, and business data
• Customer lists, vendor relationships, and business operations
• Trade secrets, proprietary processes, and intellectual property
• Strategic plans, growth projections, and business opportunities
• Personal financial information and ownership structure

9.2 Obligations

Each party agrees to:

• Maintain the confidentiality of all Confidential Information received
• Use Confidential Information only for the purposes of the Services
• Not disclose Confidential Information to third parties without prior written consent (except as required by law or to professional advisors bound by confidentiality obligations)
• Take reasonable measures to protect Confidential Information from unauthorized disclosure
• Return or destroy Confidential Information upon termination or upon request

9.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully obtained from a third party without confidentiality obligations

9.4 Disclosure of Client Information

You acknowledge and agree that Omnira may:

• Share your Confidential Information with potential buyers, investors, or strategic partners under confidentiality agreements to facilitate transactions
• Disclose Confidential Information to Omnira's professional advisors, contractors, and service providers bound by confidentiality obligations
• Use anonymized or aggregated data derived from your engagement for business development, marketing, or analytical purposes (without identifying you)

10. TERM AND TERMINATION

10.1 Term

These Terms remain in effect for the duration of your engagement with Omnira and continue until terminated by either party.

10.2 Termination by Either Party

Either party may terminate the Services relationship by providing written notice to the other party according to the terms specified in your Engagement Agreement.

However:

• You remain obligated to pay all fees earned or due through the termination date
• You remain obligated to pay success fees for any transaction that closes with a party introduced by Omnira within the tail period specified in your Engagement Agreement (typically 12-24 months)
• Termination does not relieve you of any obligations that accrued prior to termination

10.3 Immediate Termination by Omnira

Omnira reserves the right to immediately terminate Services, without notice or liability, if:

• You breach any material term of these Terms or your Engagement Agreement
• You fail to pay fees when due
• You provide false, misleading, or materially inaccurate information
• You engage in illegal, fraudulent, or unethical conduct
• You violate Omnira's intellectual property rights
• Continuing the relationship would expose Omnira to legal, reputational, or regulatory risk
• Any reason in Omnira's sole discretion

10.4 Effect of Termination

Upon termination:

• Your license to use Omnira's proprietary methodologies and materials immediately ceases
• You must cease all use of Omnira's Confidential Information and intellectual property
• You must return or destroy all materials provided by Omnira (upon request)
• You remain liable for all fees, obligations, and liabilities that accrued prior to termination
• Sections 3 (Intellectual Property), 4 (No Guarantees), 5 (Client Responsibilities), 6 (Fees), 7 (Limitation of Liability), 8 (Indemnification), 9 (Confidentiality), and 11 (General Provisions) survive termination

Omnira has no obligation to refund any fees upon termination, except as specifically provided in your Engagement Agreement.

11. GENERAL PROVISIONS

11.1 Entire Agreement

These Terms, together with any Engagement Agreement, Letter of Engagement, or other written agreements signed by both parties, constitute the entire agreement between you and Omnira regarding the Services and supersede all prior discussions, negotiations, and agreements.

In the event of any conflict between these Terms and an Engagement Agreement, the Engagement Agreement shall control with respect to fees, payment terms, and specific Services provided.

11.2 Modifications

Omnira reserves the right to modify these Terms at any time by posting updated Terms on our website. Material changes will be communicated to active clients. Your continued use of Services after modifications are posted constitutes acceptance of the modified Terms.

However, modifications do not apply retroactively to existing Engagement Agreements unless mutually agreed in writing.

11.3 Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Washington County, Utah, and you irrevocably consent to the personal jurisdiction and venue of such courts.

11.4 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

11.5 Dispute Resolution

Before initiating any legal action, the parties agree to attempt to resolve disputes through good-faith negotiation. If negotiation fails within 30 days, either party may pursue legal remedies.

11.6 Severability

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

11.7 No Waiver

Omnira's failure or delay in enforcing any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver by Omnira of any breach or default shall constitute a waiver of any subsequent breach or default.

11.8 Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without Omnira's prior written consent. Any attempted assignment without consent is void.

Omnira may assign these Terms or delegate its obligations to any affiliate, successor entity, or third party at any time without your consent or notice.

11.9 Force Majeure

Omnira shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government restrictions, natural disasters, internet or telecommunications failures, or labor disputes.

11.10 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Omnira. You have no authority to bind Omnira or create obligations on Omnira's behalf.

11.11 Survival

All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, indemnification obligations, limitations of liability, confidentiality obligations, and dispute resolution provisions.

11.12 Notices

All notices required or permitted under these Terms must be in writing and delivered:

• By email to the address provided in your Engagement Agreement
• By certified mail to the address on file
• By hand delivery

Notices are deemed received when delivered by email (with confirmation), three days after mailing, or upon hand delivery.

11.13 Headings

Section and subsection headings are for convenience only and do not affect the interpretation of these Terms.

11.14 Counterparts and Electronic Signatures

These Terms and any related agreements may be executed in counterparts and by electronic signature, each of which shall be deemed an original and together shall constitute one and the same instrument.

12. ACKNOWLEDGMENT AND CONSENT

BY ENGAGING OMNIRA'S SERVICES, ACCESSING OUR WEBSITE, OR ACCEPTING AN ENGAGEMENT AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• ✓ You have read, understood, and agree to be bound by these Terms in their entirety
• ✓ You understand that Omnira provides advisory and consulting services only, not guarantees of outcomes
• ✓ You understand that all valuations and assessments are opinions based on available information and professional judgment, not guarantees of actual transaction values
• ✓ You acknowledge that business transformations and M&A transactions involve significant risks and uncertainties
• ✓ You are solely responsible for all business decisions, due diligence, and transaction outcomes
• ✓ You have been advised to obtain independent legal, tax, and accounting counsel, and you understand Omnira does not provide such services
• ✓ You understand and accept the limitations of liability and agree to indemnify Omnira as outlined in these Terms
• ✓ You agree not to copy, reproduce, resell, or misappropriate Omnira's proprietary methodologies, intellectual property, or Confidential Information
• ✓ You agree to pay all fees according to your Engagement Agreement, regardless of whether desired outcomes are achieved
• ✓ You understand that these Terms are legally binding and enforceable

13. CONTACT INFORMATION

For questions about these Terms or the Services, contact:

THESE TERMS OF SERVICE WERE LAST UPDATED ON JANUARY 1, 2025 AND ARE EFFECTIVE AS OF OCTOBER 25, 2024.

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