Terms of Use

1. Acceptance; Who We Are

These Terms of Use (the “Terms”) are a binding contract between you (“you” or “User”) and Omnia Capital Partners USA LLC, a Wyoming limited liability company, d/b/a Grad Capital (“Grad Capital,” “we,” “us,” or “our”). They govern your access to and use of the websites, applications, intake flows, capital-advisory and concierge services, content, and other online services we make available (collectively, the “Services”). By accessing or using the Services you agree to be bound by these Terms and by our Privacy Policy and Disclosures, each of which is incorporated by reference.

2. Eligibility; Business-Purpose Only

The Services are intended solely for use by sophisticated business operators and authorized representatives of businesses seeking commercial, business-purpose financing. By using the Services, you represent and warrant that you (a) are at least 18 years of age and have full legal capacity to enter into these Terms; (b) are accessing the Services on your own behalf or with actual authority to bind a business entity; (c) will use the Services only to seek or arrange financing for business or commercial purposes, and not for personal, family, or household purposes; and (d) will not use the Services if you reside in a jurisdiction where the Services or any associated financing would be unlawful.

3. The Services; Not a Lender; Brokerage Capacity

Grad Capital is a commercial-finance broker, capital advisor, and technology platform. We do not make loans, issue lines of credit, fund advances, or extend credit to any party. All financing offers, term sheets, advances, loans, and disbursements are made by independent third-party funding sources subject to their own underwriting, documentation, and approval. References to capital ranges, tiers, and example structures are illustrative and not commitments.

The Capital Readiness Score, tier matches, indicative ranges, and similar tools are decision-support outputs based on self-reported inputs. They are not credit decisions, are not guarantees of approval or amount, and do not constitute pre-approval, commitment, or offer of credit.

4. Application Information; Authorizations

When you submit information through the Services, you represent that it is true, complete, and not misleading. You authorize us and our funding partners to verify any information you provide and, where you have separately authorized it, to obtain consumer or business credit reports, bank-data, identity-verification data, and similar information from third parties for the purposes described in our Privacy Policy. You agree to update us promptly if your information changes during the pendency of any application or transaction.

5. Electronic Signatures and Communications (E-SIGN)

You consent to use electronic records and electronic signatures in connection with the Services under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and analogous state laws (including the Uniform Electronic Transactions Act). You agree that any signature you submit electronically — whether by typed name, clicked button, drawn signature, or biometric — has the same legal effect as a handwritten signature. You may request a paper copy of any record by emailing info@omniacap.ai; a reasonable fee may apply. You may withdraw your consent to electronic communications by emailing us, but doing so will materially limit your ability to use the Services. To receive and retain electronic records you need a current web browser, internet access, an email account, and a device capable of storing or printing PDFs.

6. Telephone and SMS Consent (TCPA)

By providing a telephone number and consenting on the intake or callback form, you expressly consent to receive autodialed, prerecorded, artificial-voice, and SMS calls and messages from Grad Capital and its capital advisors at the number provided, including for marketing and account-related purposes. Message frequency varies. Message and data rates may apply. Reply HELP for help. Reply STOP to opt out. Consent is not a condition of any financing transaction.

7. Acceptable Use

You agree not to, and not to assist any third party to:

• Submit information that is false, misleading, inaccurate, fraudulent, or that you are not authorized to submit;
• Use the Services for personal, family, or household financing, or for any unlawful purpose;
• Reverse engineer, decompile, disassemble, scrape, harvest, mirror, or attempt to derive the source code, models, or non-public components of the Services, except to the extent applicable law expressly prohibits this restriction;
• Interfere with, disrupt, overburden, or attempt to gain unauthorized access to the Services, accounts, systems, or networks;
• Use the Services to develop, train, or fine-tune any machine-learning model or to create any competing product or service;
• Use any robot, spider, crawler, or other automated means to access the Services other than publicly accessible search-engine indexing in accordance with our robots.txt;
• Circumvent any security, authentication, rate-limit, or access-control mechanism;
• Upload viruses, worms, trojans, or other malicious code;
• Impersonate any person or entity or misrepresent your affiliation;
• Use the Services in a manner that infringes intellectual-property, privacy, publicity, or other rights of any third party; or
• Engage in any activity that violates applicable law, regulation, or these Terms.

8. Intellectual Property; License to Use the Services

The Services, including all software, text, images, graphics, video, scoring methodology, models, designs, copy, trademarks, logos, and trade dress, are owned by Grad Capital or its licensors and are protected by U.S. and international intellectual-property laws. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal evaluation of and engagement with our capital-advisory offerings. All rights not expressly granted are reserved.

“Grad Capital,” “Capital Readiness Score,” “Capital Readiness Scan,” “Graduation Funding,” and related word-marks, logos, and slogans are trademarks of Omnia Capital Partners USA LLC. You may not use them without our prior written consent.

9. User-Submitted Content

You retain all rights you have in content you submit (“User Content”). You grant Grad Capital and its service providers and funding partners a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, transmit, display, modify (for formatting), and use User Content as necessary to provide the Services, evaluate your file, comply with law, and improve the Services. You represent and warrant that you own or have all necessary rights and consents to grant this license and that the User Content will not infringe or violate the rights of any third party.

10. Feedback

If you submit ideas, suggestions, or feedback regarding the Services (“Feedback”), you grant Grad Capital a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, distribute, display, and otherwise exploit the Feedback for any purpose, without compensation or attribution.

11. Third-Party Services; Funding Sources

The Services interoperate with third-party products and providers (e.g., bank-data aggregators, e-signature, identity-verification, and funding sources). Your use of those third-party products is governed by their terms and privacy policies, and we are not responsible for them. Any financing relationship is between you and the applicable funding source.

12. Disclaimer of Warranties

THE SERVICES, INCLUDING THE CAPITAL READINESS SCORE, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, GRAD CAPITAL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, GRAD CAPITAL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO GRAD CAPITAL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS ($100.00). THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND GRAD CAPITAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to defend, indemnify, and hold harmless Grad Capital and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and disbursements) arising out of or relating to: (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms or any representation, warranty, or covenant you have made to us; (d) your violation of any applicable law or any right of any third party; or (e) any dispute between you and any funding source. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with our defense.

15. Binding Arbitration; Class-Action Waiver; Jury Waiver

15.1 Agreement to Arbitrate. Any past, present, or future claim, dispute, or controversy between you and Grad Capital arising out of or relating in any way to the Services, these Terms, or your relationship with Grad Capital (each, a “Dispute”) shall be resolved by final and binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules & Procedures (for claims under $250,000) or the JAMS Comprehensive Arbitration Rules & Procedures (for larger claims), as modified by these Terms.

15.2 Class-Action and Representative-Action Waiver. YOU AND GRAD CAPITAL AGREE TO BRING DISPUTES AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING (INCLUDING ANY PRIVATE ATTORNEY-GENERAL PROCEEDING TO THE EXTENT PERMITTED BY LAW). The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If a court finds this waiver unenforceable as to any particular claim or remedy, that claim or remedy (and only that claim or remedy) shall be severed from arbitration and brought in court, while the remainder of this section shall remain in force.

15.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND GRAD CAPITAL EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

15.4 Carve-Outs. Notwithstanding the foregoing, either party may: (a) bring an individual claim in small-claims court for any matter that qualifies; (b) seek temporary or preliminary injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual-property rights, confidential information, or trade secrets; and (c) where applicable law mandates a non-waivable judicial forum, proceed in that forum to the extent required.

15.5 Informal Resolution. Before initiating arbitration, the claimant must send a written notice of the Dispute to info@omniacap.ai describing the nature and basis of the claim and the relief sought. The parties agree to attempt in good faith to resolve the Dispute informally for at least sixty (60) days before initiating arbitration. The statute of limitations and any filing-fee deadlines shall be tolled during the informal-resolution period.

15.6 Arbitration Procedure. The arbitration shall be conducted by a single neutral arbitrator selected under JAMS rules. The seat of the arbitration shall be Sheridan, Wyoming, but, unless the parties agree otherwise, hearings (if any) shall be conducted by video conference or, at the claimant’s option, in the U.S. county where the claimant resides or maintains a principal place of business. The arbitrator’s award is final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 15.

15.7 30-Day Right to Opt Out. You may opt out of this Section 15 by sending a written opt-out notice within thirty (30) days of first accepting these Terms (or of any material amendment of this Section), to info@omniacap.ai, that includes your full name, mailing address, the email address used to access the Services, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

16. Governing Law; Venue (Non-Arbitrable Matters)

These Terms are governed by the laws of the State of Wyoming and applicable U.S. federal law, without regard to conflict-of-laws principles. For any Dispute not subject to arbitration under Section 15, you and Grad Capital irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming, and waive any objection based on inconvenient forum.

17. Termination; Suspension

We may suspend or terminate your access to all or part of the Services at any time, with or without notice, for any reason, including suspected violation of these Terms. You may stop using the Services at any time. Sections 7–17 and any provision that by its nature should survive termination will survive.

18. Modifications

We may modify these Terms from time to time. The “Effective” date above indicates when these Terms were last revised. For material changes, we will provide reasonable advance notice through the Services or by email. Your continued use of the Services after the effective date of a revised version constitutes your acceptance of the changes, where permitted by law. If you do not agree to a revised version, you must stop using the Services.

19. Miscellaneous

• Entire Agreement. These Terms, the Privacy Policy, the Disclosures, and any order forms or supplemental terms you accept constitute the entire agreement between you and Grad Capital with respect to the Services and supersede any prior or contemporaneous understandings.
• Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent; any unauthorized assignment is void. We may freely assign these Terms, including in connection with a merger, acquisition, financing, reorganization, or sale of assets.
• Severability. If any provision of these Terms is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.
• No Waiver. No failure or delay by Grad Capital to exercise any right under these Terms shall constitute a waiver of that right.
• Force Majeure. Grad Capital is not liable for any failure or delay caused by events beyond its reasonable control, including acts of God, labor disputes, internet or telecommunications failures, supply-chain disruptions, governmental action, war, terrorism, riot, fire, flood, earthquake, pandemic, or epidemic.
• No Third-Party Beneficiaries. Except as expressly stated, these Terms do not create third-party-beneficiary rights.
• Headings. Section headings are for convenience only and have no legal effect.
• Notices. Notices to Grad Capital must be sent to info@omniacap.ai with a copy by U.S. mail to Omnia Capital Partners USA LLC, 30 N Gould St, Ste R, Sheridan, WY 82801. Notices to you may be provided via email or in-product notice.

20. Contact

Omnia Capital Partners USA LLC, d/b/a Grad Capital
30 N Gould St, Ste R, Sheridan, WY 82801
info@omniacap.ai · (760) 410-9801