Terms of Service

1. Master Services Agreement

This Master Services Agreement is entered into as of the date of acceptance by and between Onyx AI Systems, Inc., a Delaware corporation ("Provider"), and the entity or individual accepting these terms ("Client").

1.1 Definitions

1.2 Provision of Services

Provider shall use commercially reasonable efforts to provide Client the Services in accordance with the specifications set forth in the applicable order form, statement of work, or other written documentation.

1.3 Client Data

Client shall own all right, title, and interest in and to any data, information, or materials provided to Provider ("Client Data"). Client grants Provider a non-exclusive, royalty-free license to use Client Data solely to provide the Services.

2. Use Restrictions and Responsibilities

2.1 Use Restrictions

Client shall not:

• Reverse engineer, decompile, or disassemble the Services
• Modify, translate, or create derivative works based on the Services
• Use the Services in violation of applicable laws or regulations
• Use the Services to store or transmit malicious code
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems

2.2 Client Responsibilities

Client is solely responsible for the accuracy, quality, and legality of all Client Data and must use commercially reasonable efforts to prevent unauthorized access to the Services.

3. Fees and Payment

All fees are quoted and payable in U.S. dollars and are non-refundable unless otherwise specified. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law.

Client is responsible for all applicable taxes, duties, and charges imposed by governmental authorities.

4. Intellectual Property Rights

Provider owns and retains all right, title, and interest in the Services, all improvements and modifications thereto, and all intellectual property rights therein. Nothing in this Agreement transfers such rights to Client.

If Client provides feedback or suggestions regarding the Services, Client grants Provider an unlimited, irrevocable, perpetual, royalty-free license to use such feedback in any manner.

5. Term and Termination

Either Party may terminate this Agreement upon thirty (30) days' prior written notice. Either Party may terminate immediately upon written notice if the other Party materially breaches and fails to cure within fifteen (15) days.

Upon termination, Client shall immediately cease all use of the Services and delete or return all Provider confidential information.

6. Disclaimer of Warranties

AI-Specific Disclaimers

• No warranty that AI Services will generate accurate, reliable, or useful output
• No warranty that AI Services will operate without interruption or be error-free
• No warranty regarding quality, accuracy, or validity of any output
• No warranty that AI Services will meet Client's requirements
• No warranty regarding security of information transmitted
• No warranty regarding compliance with industry-specific regulations

7. Limitation of Liability

Cap on Liability

Provider's aggregate liability shall not exceed the total amount paid by Client during the twelve (12) months immediately preceding the date the claim arose.

AI-Specific Exclusions

Provider shall not be liable for damages arising from Client's use of or reliance on AI-generated output, including business decisions made based on such output, inaccurate or offensive output, or the AI's failure to detect harmful content.

8. Indemnification

Client shall indemnify and hold harmless Provider from any losses, damages, or expenses arising from:

• Client's breach of this Agreement
• Client's use of the Services in violation of laws
• Client Data or materials provided to Provider
• Client's use of or reliance upon AI-generated output
• Business decisions based on AI output
• Third-party claims arising from Client's use

9. Confidentiality

Each Party agrees to maintain the confidentiality of all Confidential Information received from the other Party and to use such information only for performing obligations under this Agreement.

Confidentiality obligations do not apply to information that becomes publicly known, was previously known, is received from a third party, or was independently developed.

10. Miscellaneous