Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you, the entity you represent (“you” or “Client”), and OmniaStrata LLC (“OmniaStrata,” “we,” “us,” or “our”). They govern your access to and use of the OmniaStrata website, customer portal, application programming interfaces, and the brokerage and trade-facilitation services we provide (together, the “Services”).

By creating an account, signing an engagement letter, submitting a request for quotation, accepting a quote, uploading a counterparty document, or otherwise using the Services, you confirm that you have read, understood, and agreed to these Terms and to our Privacy Policy. If you do not agree, you must not use the Services.

The Services are intended exclusively for business and professional use and are not directed to consumers.

• Buyer — a Client that requests, accepts, or pays for polymer products through the Services.
• Supplier — a Client that lists, quotes, or supplies polymer products through the Services.
• Counterparty — the Buyer or Supplier on the opposite side of a transaction.
• RFQ — a request for quotation submitted by a Buyer.
• Quote — a Supplier's response to an RFQ, as reviewed and shared by OmniaStrata.
• Order — a confirmed transaction between a Buyer and a Supplier created from an accepted Quote.
• Settlement — the segregated account or payment-partner arrangement through which Buyer funds are received and released against agreed conditions.

To use the Services you must be a legally formed business entity, an authorized representative of such an entity, at least eighteen (18) years of age, and able to enter into binding contracts under the laws of your jurisdiction. By registering, you represent that the information you provide is accurate, complete, and current, and that you will keep it up to date.

You are responsible for safeguarding your account credentials, for all activity under your account, and for notifying us promptly of any suspected unauthorized access. We may require multi-factor authentication and may suspend access where credentials appear compromised.

OmniaStrata operates as an independent intermediary that connects vetted Buyers and Suppliers of polymers, facilitates contracting and settlement of those transactions through our portal, and supports the exchange of trade documents.

We act as a broker and facilitator only. We do not take title to, possession of, or risk in any goods. We are not a party to any sale of goods between a Buyer and a Supplier, and the contract for goods is concluded directly between them.

We do not arrange freight or carriage. Inland transport, export clearance, ocean or air freight, import clearance, and last-mile delivery are the responsibility of the Buyer, the Supplier, and their freight forwarders and carriers, in accordance with the Incoterms agreed in the Order.

We do not provide legal, tax, regulatory, customs, financial, investment, or insurance advice. Any market commentary, pricing data, grade information, or commentary we publish is general information only and is not a recommendation to transact. You are solely responsible for obtaining independent professional advice.

We may decline to onboard a Client, decline to introduce a counterparty, decline to share a Quote, decline to facilitate an Order, or discontinue any feature, in our sole discretion and without liability.

Buyers submit RFQs through the portal. We may share an RFQ with one or more verified Suppliers and review submitted Quotes for completeness and consistency before sharing them with the Buyer. A Quote is a commercial offer made by the Supplier; it is not an offer made by OmniaStrata.

A Quote becomes binding only when the Buyer formally accepts it through the portal and a corresponding Order is generated. The Order, together with the documents incorporated into it, constitutes the contract of sale between the Buyer and the Supplier. OmniaStrata is not a party to that contract and assumes no obligations under it.

You agree that information you submit may be processed, summarized, and shared with relevant counterparties to the extent necessary to provide the Services, subject to our Privacy Policy and the confidentiality terms in Section 12.

Onboarding requires that you complete know-your-customer and know-your-business verification. You agree to provide identification documents, beneficial-ownership information, evidence of corporate authority, and any further information we reasonably request.

You represent and warrant, on a continuing basis, that neither you, your affiliates, your beneficial owners, nor any counterparty you propose to transact with is (i) listed on any applicable sanctions list, including the U.S. OFAC Specially Designated Nationals list, the EU Consolidated List, or the UK HM Treasury list, (ii) located in or operating from a jurisdiction subject to comprehensive sanctions, or (iii) acting on behalf of any such person.

You will comply with all applicable export-control, anti-money-laundering, anti-bribery, anti-corruption, competition, tax, and customs laws applicable to your transactions. We may suspend or terminate access immediately, without notice, where we determine in good faith that compliance is at risk.

Where the parties elect to use our settlement workflow, the Buyer remits funds into a segregated account operated by OmniaStrata or a regulated payment partner. Funds are held until the agreed release conditions are satisfied and then released to the Supplier net of any agreed deductions and applicable fees.

Funds held in connection with settlement are not deposits, are not insured by any deposit-insurance scheme, and do not bear interest payable to you. Where a third-party payment partner is used, that partner's terms apply in addition to ours.

Our fees, payment terms, foreign-exchange spreads (where applicable), and any pass-through processing charges are set out in your engagement letter, in the Order, or in a fee schedule we publish from time to time. Fees are exclusive of taxes, which are your responsibility. Disputes regarding fees must be raised in writing within thirty (30) days of the relevant invoice; otherwise the invoice is deemed accepted.

You acknowledge that compliance reviews may delay funds release and that we are not liable for losses arising from such delays.

The Services are provided “as is” and “as available.”

To the maximum extent permitted by law, OmniaStrata disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and uninterrupted access.

We do not warrant or guarantee, and shall have no liability for:

• the existence, identity, solvency, capacity, or performance of any Counterparty;
• the quality, quantity, grade, conformity, packaging, fitness for purpose, or shipment timing of any goods sold between a Buyer and a Supplier;
• the accuracy of pricing, market data, indices, or commentary made available through the Services;
• the success, completion, or profitability of any RFQ, Quote, Order, payment, shipment, or commercial relationship;
• the acts or omissions of carriers, freight forwarders, banks, payment processors, customs authorities, surveyors, or other third parties; or
• any uninterrupted or error-free operation of the portal, including routine maintenance and force-majeure events.

To the maximum extent permitted by applicable law, in no event will OmniaStrata, its affiliates, officers, directors, employees, agents, licensors, or service providers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, contracts, data, or substitute goods, in each case whether arising in contract, tort (including negligence), strict liability, or any other legal theory and whether or not we have been advised of the possibility of such damages.

Our aggregate liability to you, in connection with any matter arising out of or related to these Terms or the Services, is limited to the greater of (a) the total fees actually paid by you to OmniaStrata in the six (6) months preceding the event giving rise to the claim, or (b) one thousand U.S. dollars (USD $1,000). The existence of more than one claim does not enlarge this cap.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

You will defend, indemnify, and hold harmless OmniaStrata, its affiliates, and their respective officers, directors, employees, agents, and service providers from and against any third-party claim, action, investigation, demand, loss, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

• your access to or use of the Services;
• your breach of these Terms or any representation or warranty made under them;
• any contract for the sale of goods entered into by you with a Counterparty;
• your violation of any law, regulation, or third-party right (including intellectual property, privacy, sanctions, or export-control rights); or
• any content, document, or information you upload, submit, or transmit through the Services.

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.

The Services, including the OmniaStrata name, logo, software, portal, market data, taxonomies, methodologies, and the look and feel of the website, are owned by OmniaStrata or its licensors and are protected by copyright, trademark, trade-secret, and other intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes, subject to these Terms.

You retain ownership of the data and documents you submit. You grant OmniaStrata a worldwide, royalty-free license to host, copy, transmit, display, and process that content as necessary to provide and improve the Services, to comply with law, and to produce de-identified, aggregated analytics that do not identify you or any individual.

You will not (i) reverse-engineer, decompile, or attempt to derive source code from the Services; (ii) scrape, mass-extract, or systematically harvest data from the portal; (iii) resell, sublicense, or repackage the Services or our market data; or (iv) remove or alter any proprietary notice.

Information disclosed through the Services that is identified as confidential, or that a reasonable person would understand to be confidential, is “Confidential Information.” This includes counterparty identities, pricing, volumes, trade flows, and platform analytics. Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information of similar importance, and in no event less than a reasonable degree of care.

Where we introduce you to a Counterparty through the Services, you will not, and will procure that your affiliates do not, for a period of twenty-four (24) months from the date of introduction, transact, contract, or settle with that Counterparty for the relevant goods outside the Services in a manner intended to circumvent OmniaStrata's fees. This obligation survives termination.

You will not, and will not permit any third party to:

• use the Services to broker, finance, or settle a transaction in violation of sanctions, export-control, anti-money-laundering, anti-bribery, or other applicable laws;
• misrepresent your identity, your authority, your beneficial ownership, the origin or specifications of goods, or any document submitted through the Services;
• upload malware, exploit any vulnerability, attempt to gain unauthorized access to any account or system, or interfere with the integrity or performance of the Services;
• impersonate another person, harass other users, or post unlawful, defamatory, or infringing content;
• circumvent any rate limit, access control, or security measure; or
• use the Services in any manner inconsistent with their intended business purpose.

We may suspend, restrict, or terminate your access to the Services, in whole or in part, with or without notice, where we reasonably determine that (i) you have breached these Terms or any agreement with us, (ii) your continued access poses a legal, regulatory, security, financial-crime, or reputational risk, (iii) a Counterparty has raised a credible complaint against you, or (iv) we are required to do so by law or a regulator.

On termination, your right to access the Services ceases. Provisions that by their nature should survive termination will survive, including those relating to compliance, settlement, disclaimers, limitation of liability, indemnification, intellectual property, confidentiality, governing law, and general provisions.

We may modify, add to, or discontinue features of the Services at any time. We may revise these Terms by posting an updated version on this page and, where the changes are material, by sending you a notice through the portal or by email. Changes take effect on the “Effective” date shown at the top of the revised Terms. Your continued use of the Services after that date constitutes acceptance of the revised Terms.

For material changes that disadvantage you, you may close your account before the effective date; that is your sole remedy in respect of the change.

These Terms, and any non-contractual obligation arising out of or related to them, are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute through senior-level negotiation for at least thirty (30) days following written notice. If the dispute is not resolved, it will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Delaware (proceedings may be conducted remotely). The arbitral award will be final and may be entered in any court of competent jurisdiction.

Class-action waiver. All disputes will be resolved on an individual basis. You and OmniaStrata waive any right to participate in a class, collective, or representative action, and the arbitrator may not consolidate claims or preside over any form of class or representative proceeding.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or non-circumvention rights.

Neither party will be liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, sanctions or export-control changes, public-health emergencies, labor disputes, port closures, carrier or freight disruption, internet or telecommunications failures, and failures of third-party service providers.

• Entire agreement. These Terms, together with any engagement letter, Order, fee schedule, and the Privacy Policy, constitute the entire agreement between the parties on their subject matter and supersede all prior agreements.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
• No waiver. Failure to enforce a provision is not a waiver of that provision or any other.
• Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign without consent in connection with a merger, acquisition, financing, or sale of substantially all of our assets.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
• Notices. Notices to us must be sent to legal@omniastrata.com. Notices to you may be sent through the portal or to the email address on your account and are deemed received on transmission.
• Electronic communications and signatures. You consent to receive communications, agreements, notices, and disclosures electronically. Electronic signatures and records have the same legal effect as ink signatures and paper records under the U.S. ESIGN Act and similar laws.
• No third-party beneficiaries. These Terms do not confer any rights on any person who is not a party.