OMNY Programs Terms of Use

These OMNY Programs Portal Terms of Use (the "OMNY Programs Terms") are provided by the Metropolitan Transportation Authority and its affiliates and subsidiaries (collectively, the "MTA"), and apply to each business or organization (each, a "Business"), including a Transit Benefit Provider, that is requesting access to the OMNY Programs Portal to obtain Fare Products for its Participants (as such terms are defined below).

1. Definitions.
   1. Business Data. The term "Business Data" means any electronic data, information, or material that the Business submits or otherwise provides to MTA when using the OMNY Programs Portal, including any Participant Data.
   2. Documentation. The term "Documentation" means all printed or electronically provided user manuals and product descriptions related to the OMNY Programs Portal.
   3. Fare Products. The term "Fare Products" means those fare products that the MTA makes available to the Business on the OMNY Programs Portal, including fare media intended for use with OMNY.
   4. Intellectual Property Rights. The term "Intellectual Property Rights" means any rights (whether owned or licensed) existing now or in the future under patent law, copyright law, trademark law, data and database protection law, trade secret law, and any and all similar proprietary rights.
   5. OMNY. The term "OMNY" means the MTA's One Metro New York contactless fare payment system.
   6. OMNY Programs Portal. The term "OMNY Programs Portal" means the OMNY business-to-business portal to be used by the Business for purchasing Fare Products, and for other portal features and functionalities.
   7. Participant. The term "Participant" means each individual affiliated with the Business or otherwise affiliated with an organization participating in a transportation benefits program.
   8. Participant Data. The term "Participant Data" means any Business Data pertaining to a Participant, including any Personal Information.
   9. Personal Information. The term "Personal Information" means information that could be used: (i) to identify a unique natural person; (ii) to authenticate such natural person; or (iii) to commit identity theft or impersonation. By way of example, and not limitation, Personal Information includes a natural person's: (a) name; (b) address; (c) email address; (d) telephone number, telephone type, and telephone country; (e) Social Security number; (f) Passport number; (g) financial information (including cardholder data); (h) driver's license number or state-issued identification card number; and (i) other identifying or identifiable information as defined by New York State law.
   10. Transit Benefit Provider or TBP. The term "Transit Benefit Provider" or "TBP" means a Business that provides transportation benefits programs for Participants.
2. Registering for the OMNY Programs Portal. To register for the OMNY Programs Portal, the Business is required to provide the Business contact and profile information requested by the MTA at registration and, if applicable to the Fare Product being purchased, agree to additional terms and conditions. Although any Business may register for the OMNY Programs Portal, a Business' participation in each B2B Program (as defined in Section 3 (Acceptance)) is subject to the MTA's approval, which the MTA may reasonably withhold or withdraw in its sole discretion. In order to make such determination, the MTA may request certain information to verify the qualifications of a Business, including its Tax ID, address, phone number, financial account information, and references. If the MTA approves the Business' participation in the applicable B2B Program, then the Business must create an account on the OMNY Programs Portal and engage in onboarding efforts, with the MTA's assistance. The Business' efforts include, for example, setting up payment methods and billing types, selecting type of Fare Product, stored value ranges, and dates for recurring orders.
3. Acceptance. By registering for, accessing, or otherwise using the OMNY Programs Portal, the Business acknowledges that it has read these OMNY Programs Terms and agrees to be legally bound by them. The MTA may also confirm the Business' agreement to be bound by these OMNY Programs Terms by requesting that the Business click an "I accept" or similar button when registering for the OMNY Programs Portal, and/or such other method as the MTA may deem appropriate. The individual providing such information at registration represents and warrants to the MTA that such individual has authority to act on behalf of, and to bind, the Business. The Business must also designate an account administrator (the "Account Administrator") who will act as the Business' primary contact with the MTA in relation to the OMNY Programs Portal and associated services, create an admin account on the OMNY Programs Portal, and request authorization from the MTA to participate in various OMNY Programs purchasing programs through which a Business can purchase particular Fare Products (each, a "B2B Program").
4. Incorporation of OMNY Online Terms; Precedence. The term "OMNY Online Terms" means, collectively: (i) the OMNY Terms of Service (available at https://omny.info/terms-of-service), and (ii) the OMNY Privacy Policy (available at https://omny.info/privacy-policy), which describes the MTA's privacy practices regarding its collection, use, and treatment of information, including Personal Information, that it may obtain in connection with OMNY Services. The OMNY Programs Portal is an "OMNY Service" (as defined in the OMNY Terms of Service) and these OMNY Programs Terms are supplemental terms as described in OMNY Terms of Service Section 20 (Supplemental or Different Terms). As such, these OMNY Programs Terms supplement, and do not replace, the OMNY Online Terms. The OMNY Online Terms (including, without limitation, the OMNY Terms of Service Section 12 (Warranty Disclaimer), Section 13 (Limitation of Liability), Section 14 (Indemnification), and Section 15 (Additional Terms)) are made a part of, and incorporated, into these OMNY Programs Terms for all purposes. The Business' acceptance of these OMNY Programs Terms constitutes its acceptance of the OMNY Online Terms. In the event of a conflict between these OMNY Programs Terms and the OMNY Online Terms, the OMNY Online Terms shall control. Additionally, if the parties have entered into a separate, written agreement concerning OMNY and/or Business' use of the OMNY Programs Portal (each a "Separate Agreement"), then in the event of a conflict between the terms of these OMNY Programs Terms and the Separate Agreement, the terms of the Separate Agreement shall control.
5. Fare Products; Participants.
   1. Ordering Fare Products. The Account Administrator shall be entitled to order the Fare Products solely for its Participants. The Fare Products made available to the Business may include specific fare media (e.g., extended use (EU) or limited use (LU) physical cards), stored value, special fare products (e.g., student passes), and special unlimited ride fare products, and are subject to change. When submitting fare media orders, the Business must meet the minimum order quantity and other requirements as set out in the OMNY Programs Portal. All orders are subject to the MTA's acceptance and shall only become effective upon the MTA's confirmation. The MTA reserves the right to reject or cancel any order for any reason, including based on availability.
   2. Responsibility Regarding Participants. The Business shall be solely responsible for identifying Participants (including determining their eligibility for such Business' transit benefit programs), assigning and distributing the Fare Products to Participants (including replacements), and otherwise performing Participant management activities. For the avoidance of doubt, if the MTA issues unique Fare Products for individual Participants, then the Business shall be solely responsible for ensuring that each such individual Participant receives the applicable Fare Product. The Business acknowledges and agrees that each Participant may be required to create their own OMNY Account (as defined in the OMNY Terms of Service) to use certain Fare Products, and to perform optional self-service actions, such as to register a Fare Product or request deactivation of a lost or stolen Fare Product. The Business shall be solely responsible for: (i) requiring Participants to accept the OMNY Online Terms prior to their use of the Fare Products; and (ii) securing all rights in data and information provided by the Business to the MTA or through OMNY, including all data and information about Participants.
   3. Participant Enrollment. If the MTA makes the "Member Management" functionality of the OMNY Programs Portal available to the Business and the Business wishes to use such functionality, then the Business must, via the OMNY Programs Portal: (i) identify to the MTA the applicable Participants; (ii) provide any other Participant Data that the MTA requires to enroll the Participants and update such Participant Data to reflect the latest enrollment; and (iii) provide any other Business Data that the MTA requires, including, but not limited to, Business’ entity information (including program information), contact information, administrator information, OMNY Programs account password, payment and billing information (such as credit card or bank account details). The Business represents and warrants to the MTA that: (a) it has secured all rights in all Business Data (including Participant Data) that the Business provides to the MTA necessary to permit the MTA to use such Business Data as contemplated by these OMNY Programs Terms, including, by way of example, any consents required by the MTA to use Personal Information included in the Participant Data for purposes of sending notices, transactional emails, or other communications to the applicable Participants; and (b) the Business Data input into the OMNY Programs Portal is, and contains, accurate, complete, and up-to-date information, including Participant Data relevant for each applicable Participant. The Business shall be responsible for developing, configuring, updating, and otherwise maintaining its systems to enable the exchange of Business Data between the Business' systems and the OMNY Programs Portal pursuant to the MTA-required submission method. For the avoidance of doubt, the Business shall be solely responsible for communicating directly with its Participants, except in any instance where a Participant uses an OMNY Customer Service channel pursuant to Section 6.3 (OMNY Customer Service). Any communication by the Business to Participants regarding how to use OMNY shall include a reference to the OMNY Online Terms.
   4. Delivery; Title; Risk of Loss. If the MTA accepts the Business' order for Fare Products, then the MTA shall deliver to the Business, via a third party shipping provider (the "Shipping Provider"), those Fare Products that the Business orders. The Business shall bear all costs associated with the MTA's shipping and handling of each order, including fees associated with the Shipping Provider. The risk of loss and title to all Far Products shall transfer from the MTA to the Business immediately upon the MTA's delivery of the ordered Fare Products to the Shipping Provider.
   5. Restrictions on Use of the OMNY Programs Portal. The OMNY Programs Portal is provided to the Business solely to order Fare Products for its Participants. The Business shall not use the OMNY Programs Portal or Fare Products for general sale to individuals, for resale to other organizations or businesses, or for other purposes not expressly permitted by the MTA.
   6. Funding Account. The Business must use a funding source or payment method that is acceptable to the MTA in order to make any payments associated with the Business' use of the OMNY Programs Portal, such as to purchase Fare Products. A current list of acceptable funding sources is available through the OMNY Programs Portal Frequently Asked Questions, available at: https://programs.omny.info/faq/orders-and-billing.
   7. Credits. All Fare Products are non-refundable, except in limited circumstances determined solely in the MTA's discretion. To request a credit, the Business must contact OMNYMerchantSales@nyct.com for assistance.
6. Additional Terms.
   1. Usage or Other Fraud. The MTA shall have the right, but no obligation, to monitor for fraudulent activities and to provide notice to the Business regarding any discovered or suspected enrollment, usage, or other fraud pertaining to Participants; provided, however, that such notices shall be provided for informational purposes only, and the Business must conduct independent investigations and not rely on such notices as the basis for taking any administrative or legal actions. If the MTA provides the Business with a notice pertaining to any suspected fraud involving the use of OMNY and/or Fare Products (e.g., chargebacks, fraud detection), then the Business shall promptly conduct an investigation of such suspected fraud and inform the MTA of the results of the Business' investigation. If the Business confirms to the MTA that fraud has occurred, then the MTA shall suspend or terminate the applicable Fare Products and/or the applicable Participant's OMNY Account, if applicable, take any other action as permitted in the OMNY Online Terms or required by law. Nothing in these OMNY Programs Terms shall be construed to limit the MTA's ability to monitor for fraud and, if necessary and in the MTA's sole discretion, take action to remedy such fraud in accordance with applicable law and the OMNY Online Terms.
   2. Business Participation in Training. The Business may participate in MTA-provided training sessions (if any), including training relating to OMNY, the OMNY Programs Portal, and associated business processes and workflows. The MTA shall determine the time and location of such training sessions, and the number of Business representatives permitted to attend each training session.
   3. OMNY Customer Service. OMNY is supported by OMNY customer service channels that include: (i) the OMNY call center; and (ii) the "contact us" form and the digital assistant on the OMNY website. Participants who contact OMNY customer service shall receive assistance in accordance with the standard practices and procedures of the applicable OMNY customer service channel. Support services for OMNY shall be provided to Business by the OMNY Operations & Services office.
7. Grant of Rights; Ownership.
   1. Grant of Rights to OMNY Programs Portal. The MTA, under its Intellectual Property Rights, hereby grants to the Business during the Term a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the OMNY Programs Portal as made available to the Business by the MTA solely for the Business' internal business purposes and for no other purposes.
   2. Grant of Rights to Documentation. The MTA, under its Intellectual Property Rights, hereby grants to the Business during the Term a non-exclusive, non-sublicensable, non-transferrable, limited license to access and use (but not modify, unless requested by the MTA) the Documentation solely in connection with the Business' use of the OMNY Programs Portal.
   3. Grant of Rights to Business Data. The Business, under its Intellectual Property Rights, hereby grants to the MTA during the Term a non-exclusive license to access and use (and to permit the MTA, its affiliates, and both of their subcontractors and service providers to access and use) Business Data in order to provide the OMNY Programs Portal and its related features and functions to the Business.
   4. Ownership. As between the parties, the MTA is and shall remain sole owner of all right, title, and interest in and to: (i) the OMNY Programs Portal (including its features and functions) and Feedback, including all Intellectual Property Rights embodied therein; (ii) other Confidential Information; (iii) any data input, output, processed using, or generated by the OMNY Programs Portal (except for Business Data); and (iv) any improvements or modifications thereto. As between the parties, the Business is and shall remain sole owner of all right, title, and interest in and to Business Data.
   5. No Implied Rights. Nothing in these OMNY Programs Terms shall be construed to grant either party any rights other than those expressly provided herein. Any rights granted to a party under these OMNY Programs Terms must be expressly provided herein, and neither party shall have any implied rights pursuant to these OMNY Programs Terms, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted to a party herein are reserved. For example, the Business is not authorized to use any trademarks displayed in, or associated with, the OMNY Programs Portal without the MTA's prior written permission.
8. Indemnification. In addition to the indemnification obligations set out in the OMNY Online Terms, the Business agrees to indemnify, defend, and hold MTA and its affiliates, licensors, clients, suppliers, advertisers, and sponsors, including any of their directors, officers, employees, consultants, agents, or other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from: (i) Participants' claims related to these OMNY Programs Terms and the related OMNY Services, and (ii) the Business' breach of these OMNY Programs Terms. By way of clarification, and not limitation, this Section 6 (Indemnification) survives any expiration or termination of these OMNY Programs Terms.
9. Confidentiality. The term "Confidential Information" means all information the Business accesses or receives from the MTA pursuant to these OMNY Programs Terms, whether oral or in writing (including electronic transmission) concerning the MTA's (and its affiliates') business, technology, finances, services, security, plans, methods, research and development, prototypes, software, books and records, and other similar information and materials: (i) that is designated as "Confidential" or "Proprietary" by or on behalf of the MTA; or (ii) that by the nature of the circumstances surrounding disclosure, or the information itself, should be treated as confidential. The Business shall use at least the same degree of care in safeguarding Confidential Information as it uses in safeguarding its own confidential information, but shall not use less than reasonable care and diligence. The Business may disclose Confidential Information in the event that a subpoena, discovery request, court order, or any other type of request or requirement of a governmental body (with requisite jurisdiction) or other applicable law requires that such Confidential Information be produced or disclosed; provided that the Business (unless expressly prohibited by the governmental body) provides the MTA notice of such requirement and cooperates with the MTA (or its applicable affiliates) in seeking a protective order or other applicable relief. The MTA's disclosure of any information pursuant to Freedom of Information Law, Article 6 (Sections 84-90) of the NYS Public Officers Law, shall not impact the Business' confidentiality obligations set out herein.
10. Analytics. The Business agrees that the MTA has the right to collect, compile, analyze, and otherwise use and exploit: (i) statistical data related to the Business' use of the OMNY Programs Portal, provided it is De-Identified Data (defined below) and bundled with statistical data related to other Businesses' use of the OMNY Programs Portal; and (ii) other data that qualifies as De-Identified Data (collectively, the "Analytics"). The term "De-Identified Data" means information that meets each of the following criteria: the information (a) does not identify the Business; (b) does not identify, by network Internet Protocol address, raw hardware serial number, or raw MAC address, a particular device or computer associated with or used by the Business; and (c) is not reasonably linkable to a particular natural person due to technical, legal, or other controls. No compensation shall be paid by the MTA to the Business or others with respect to its use of the Analytics. By way of clarification, "Analytics" and "De-Identified Data" do not constitute Business Data.
11. Term; Termination. The term of these OMNY Programs Terms (the "Term") shall commence upon the date that Business accepts these OMNY Programs Terms in accordance with Section 3 (Acceptance) and continue until terminated pursuant to this Section 11 (Term; Termination). Either party may terminate these OMNY Programs Terms or a Business' participation in the OMNY Programs Portal by providing the other party at least thirty (30) days' written notice. Upon termination, the Business' access to the OMNY Programs Portal shall immediately cease. Participants shall be entitled to use their Fare Products that were ordered and delivered prior to the effective date of termination in accordance with the fare programs and OMNY Online Terms.
12. Compliance With Applicable Laws. The Business shall be solely responsible for ensuring compliance, or ensuring that its Participants comply, with all applicable laws related to the B2B Program, including but not limited to any applicable tax laws, rules, and/or regulations. By way of clarification, and not limitation, the Business’ and its Participants’ participation in the B2B Program shall not be construed as the MTA administering pre-tax benefits to Participants.
13. Provision of Feedback. The Business may provide suggestions, ideas, recommendations, descriptions of errors, and other feedback to the MTA concerning OMNY, including the OMNY Programs Portal (collectively, the "Feedback"). The Business agrees that all Feedback is and shall become the property of the MTA and shall be the MTA's Confidential Information. The MTA may, in its discretion, develop and implement new functionalities and features for the OMNY Programs Portal based on Feedback provided by the Business.
14. Media and Public Interactions. To the fullest extent permitted by law, the Business shall not publicize, issue, or disclose any release, statement, marketing, or other information relating to these OMNY Programs Term, the OMNY Programs Portal, or OMNY in any manner, including in advertisements, publications, press releases, articles, websites, social media, or speeches (collectively, "Public-Facing Messages"), without the MTA's prior written approval. Notwithstanding the foregoing, the Business may request the MTA's approval for certain recurring Public-Facing Message templated language. If the MTA grants such approval, then subsequent MTA approval is not required when such MTA-approved Public-Facing Message templated language is used. As a clarifying example, the Business' recurring service announcement templated language that would constitute a Public-Facing Message could be pre-approved by the MTA upon the Business' request. Public-Facing Messages targeting Participants or consumers outside of the United States is strictly prohibited.
15. Changes to these OMNY Programs Terms. The MTA reserves the right to modify these OMNY Programs Terms from time to time and in its sole discretion. The MTA may communicate these changes by posting or notifying the Business of the updated OMNY Programs Terms via the OMNY Services, via email, or other methods. Any changes to these OMNY Programs Terms shall be effective proactively. Regardless of whether the MTA provided it with notice, the Business' subsequent access or use of the OMNY Programs Portal constitutes the Business' agreement to be bound by the OMNY Programs Terms, as updated.
16. Effective Date. The effective date of these OMNY Programs Terms is February 7, 2025.