1. Introduction

These Terms of Service (“Terms”) constitute a legally binding agreement between Onixae LLC, a limited liability company organized under the laws of the State of Delaware, United States, with its principal address at 2803 Philadelphia Pike B #4165, Washington, DC 20012 (“Onixae,” “we,” “our,” or “us”), and the legal entity or business organization executing or accepting these Terms (“Client,” “you,” or “your”). By accessing, subscribing to, or using Onixae services, websites, or any related applications, tools, or integrations (collectively, the “Services”), you affirm that you have read, understood, and agreed to be bound by these Terms.

You represent and warrant that you have full legal authority to enter into this Agreement on behalf of the Client entity, and that all information provided to Onixae in connection with the registration, onboarding, or service provisioning process is accurate, complete, and current. These Terms apply to all Services delivered by Onixae, including but not limited to operational consulting, workflow automation, team assembly, administrative support, AI-enhanced services, and any other managed solutions offered under Onixae’s subscription plans (“Core,” “Growth,” and “Scale”).

Onixae reserves the right to modify or update these Terms at any time to reflect changes in its business practices, applicable law, or platform capabilities. Updates will be posted to the Onixae website and, where legally required, communicated via email or other designated channels. Continued use of the Services after such updates constitutes binding acceptance of the revised Terms. If you do not agree to these Terms or any future modifications, your sole remedy is to cease using the Services and cancel your subscription in accordance with the termination provisions herein.

2. Company Information

Onixae LLC (“Onixae”) is a limited liability company formed and existing under the laws of the State of Delaware, United States, with its registered office located at:

Onixae LLC
2803 Philadelphia Pike B #4165
Washington, DC 20012
United States

Onixae is the exclusive provider of the Services defined in these Terms, including operational support, workflow automation, AI-enhanced administrative solutions, and business-to-business managed services. The company operates in accordance with applicable federal laws of the United States and the statutes of the State of Delaware, including the Delaware Limited Liability Company Act and all governing commercial and consumer protection laws.

Official notices, legal correspondence, and data subject requests related to the Services, privacy, or these Terms must be directed to Onixae’s designated contact:

Primary Contact Email: joseph@onixae.com
Support Email: hello@onixae.com
Telephone: +1 7452953374

All communications made to Onixae through the above channels shall be deemed received upon confirmation of delivery or written acknowledgment, unless otherwise required by applicable law or specified herein.

3. Services Provided

Onixae LLC provides business-to-business clients with operational support, automation strategy, systems integration, administrative staffing, and tailored workflow deployment services (the “Services”). These Services are designed to optimize internal operations, enhance execution, and reduce operational friction through a combination of human capital, digital tools, AI-driven processes, and platform integrations. Services may be delivered remotely, asynchronously, or in real-time, depending on the subscribed plan and agreed scope of work.

Clients may subscribe to one of Onixae’s standard subscription tiers—Core, Growth, or Scale—each of which provides access to a specific volume, speed, and complexity of deliverables. The features, inclusions, and limitations of each plan are defined on Onixae’s website and may be supplemented by a service brief or onboarding documentation provided upon enrollment. Onixae reserves the right to modify its service tiers, pricing, or inclusions from time to time, provided that such modifications do not retroactively affect existing commitments without appropriate notice and, where applicable, Client consent.

Services include, but are not limited to, operational rollout and standard operating procedure (SOP) development; automation setup using platforms such as Zapier, Make, or custom workflows; system configuration within tools such as Notion, Slack, Trello, or Google Workspace; CRM integration (e.g., Apollo.io); and administrative team deployment for virtual staffing, calendar management, CRM hygiene, and operational execution. AI-powered assistance may be deployed for client-specific tasks, including drafting, document routing, or data analysis, subject to disclosure of limitations and safeguards.

Onixae also provides onboarding, consultation, and weekly or bi-weekly strategy sessions where applicable. Such services are considered part of the ongoing subscription and are delivered in accordance with the timeline agreed during onboarding. Clients are expected to provide timely feedback, necessary logins, tool access, and approvals. Delays caused by Client inaction, unresponsiveness, or lack of system access shall not toll the subscription period or refund eligibility and may affect overall service delivery timelines.

Customizations beyond the scope of the subscribed plan may be requested by the Client and will be evaluated by Onixae on a case-by-case basis. Any such requests, if approved, may result in a change order, additional service fees, or modification of service timelines. Onixae is under no obligation to provide services outside the defined scope without a written agreement, and reserves the right to decline requests that conflict with internal resource allocation, legal compliance, or professional capacity.

While Onixae exercises commercially reasonable efforts to deliver Services in accordance with best practices and agreed specifications, Client acknowledges that Onixae does not guarantee any specific outcome, result, or return on investment. The Services are intended to augment the Client’s operations and internal performance, but do not replace the Client’s own duty of oversight, business judgment, or executive accountability. All strategic or operational decisions made by the Client on the basis of Onixae’s work remain solely the responsibility of the Client.

The Services are not intended for personal, consumer, or non-commercial use. Onixae expressly disclaims responsibility for any use of its services outside a business-to-business context. By subscribing to or engaging Onixae, the Client warrants that it is a legally formed business entity or sole proprietor acting in a commercial capacity, and that all users accessing the Services on behalf of the Client are duly authorized to bind the Client to these Terms.

4. Account Registration and Access

To use the Services provided by Onixae LLC, the Client must register for an account by submitting accurate business information and designating one or more authorized users (“Authorized Users”) with the authority to act on its behalf. The Client is solely responsible for ensuring that all submitted information—such as entity name, business email, contact details, and payment credentials—is complete, truthful, and up to date. Onixae reserves the right to reject or suspend any registration at its sole discretion where incomplete or fraudulent information is provided.

Upon successful registration, Onixae will provision access credentials and internal systems required to begin service delivery. These may include shared dashboards, project spaces, private documentation portals, or other technical environments required for collaboration. All login credentials, API tokens, or authentication links issued to the Client are considered confidential and must not be shared outside the Client’s designated team or representatives without prior written approval. The Client remains fully responsible for all activity that occurs under its accounts or through its access credentials.

Clients must designate a primary account holder or administrative contact who will serve as the main point of communication for onboarding, task assignments, approvals, and general coordination. Any Authorized User granted access by the Client shall be deemed to have the authority to represent the Client in all matters related to the Services. Onixae shall not be held liable for any unauthorized access or use of Services resulting from Client negligence, insufficient credential security, or internal miscommunication.

The Client agrees not to impersonate any person or entity, misrepresent its affiliation with any business or third party, or attempt to access systems or areas of the Onixae platform or internal infrastructure to which it has not been granted permission. Any attempt to circumvent account limitations, probe for security vulnerabilities, or duplicate restricted access shall constitute a material breach of these Terms and may result in immediate termination without refund or recourse.

Onixae reserves the right to monitor login activity, usage patterns, and access logs to ensure system integrity and service quality. Where suspicious, unauthorized, or excessive access is detected, Onixae may suspend or disable the Client’s account pending investigation. Restoration of access will depend on the outcome of such investigation and may require identity verification, password reset, or administrative intervention by Onixae personnel.

The Client may request the deletion of its account and associated data by submitting a written request to hello@onixae.com or joseph@onixae.com. Onixae will honor such requests in accordance with applicable data retention laws and internal policies. Upon deletion, all access to the Services will be revoked, and all Client-related assets will be removed or anonymized from Onixae systems unless otherwise required to be retained by law or for audit purposes.

Client account access is provided solely for the Client’s internal business use and may not be resold, sublicensed, or provided to third parties outside the Client's organization without Onixae’s prior written consent. Any unauthorized commercial exploitation of access credentials or service functions shall be considered a violation of these Terms and may give rise to legal claims including but not limited to injunctive relief, damages, and attorneys’ fees.

5. Subscription, Billing, and Payments

Access to Onixae LLC’s Services is provided exclusively on a subscription basis. Clients may select from one of three service tiers—Core, Growth, or Scale—each of which carries a fixed monthly fee and is subject to a mandatory minimum commitment period of six (6) consecutive months (the “Initial Term”). By enrolling in a subscription, the Client agrees to pay all associated fees in accordance with the plan selected and acknowledges that early termination by the Client prior to the completion of the Initial Term does not entitle the Client to any refund, credit, or release from remaining payment obligations.

All billing is processed through Stripe, a certified third-party payment platform that meets PCI DSS (Payment Card Industry Data Security Standard) compliance requirements. Payment information is encrypted and stored securely by Stripe; Onixae does not retain raw cardholder data on its own servers. By submitting payment details and completing the subscription process, the Client authorizes Onixae and Stripe to initiate recurring monthly charges against the designated payment method for the duration of the subscription, including automatic renewals unless canceled in accordance with these Terms.

Billing cycles commence on the date of subscription activation and recur on a monthly basis thereafter. Clients will receive automated invoices and payment confirmations via email. It is the Client’s responsibility to ensure that a valid payment method remains on file for the duration of the subscription. If any payment is declined, delayed, or reversed, Onixae reserves the right to suspend or restrict Services until the account is brought current. Repeated or unresolved payment failures may result in termination of access and acceleration of outstanding amounts due.

All fees are quoted and payable in U.S. Dollars and are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including value-added tax (VAT), sales tax, or use tax. The Client shall be responsible for the payment of all such taxes associated with its use of the Services, excluding only taxes based solely on Onixae’s net income. If any withholding tax is imposed by a jurisdiction outside the United States, the Client agrees to gross up payments so that Onixae receives the full amount due under these Terms.

The Client may upgrade or downgrade between service tiers at any time, subject to the pricing and features applicable at the time of the requested change. Plan upgrades take effect immediately and result in prorated charges for the remainder of the current billing cycle. Downgrades become effective at the end of the current billing cycle, and the Client remains responsible for all fees associated with the higher plan until that date. Onixae may, in its sole discretion, decline a downgrade if the requested tier does not support the active service scope.

Subscriptions automatically renew on a month-to-month basis following the completion of the Initial Term, unless either party provides written notice of intent not to renew at least five (5) business days before the next billing cycle. The Client may cancel its subscription effective at the end of the Initial Term or any subsequent monthly period by submitting a written cancellation request to hello@onixae.com
. Onixae does not offer refunds for unused service days or partial months, regardless of usage or completion status of service deliverables.

Notwithstanding the foregoing, Onixae reserves the right to modify pricing, billing practices, or payment processor relationships upon reasonable prior notice to the Client. Such changes will not affect current subscriptions until the next renewal date unless explicitly agreed otherwise. Continued use of the Services following a pricing change shall constitute acceptance of the new rates. Onixae is not liable for any service interruptions or access issues caused by third-party processors, including but not limited to Stripe, provided that Onixae acts in good faith to resolve any such issues in a commercially reasonable manner.

6. Term and Termination

Each subscription to Onixae LLC’s Services is subject to a mandatory six (6) month minimum contract term (“Initial Term”), commencing on the date of subscription activation and continuing until the expiration of the sixth full billing cycle. This Initial Term is binding, non-cancellable, and enforceable unless terminated earlier in accordance with the provisions below. Upon the expiration of the Initial Term, the subscription will automatically renew on a month-to-month basis unless either party provides written notice of termination at least five (5) business days prior to the next renewal cycle.

Should the Client elect to terminate the subscription prior to the end of the Initial Term for any reason other than a verified material breach by Onixae, the Client shall remain liable for the full amount of the remaining subscription fees due through the end of the Initial Term, and shall also be subject to a contract termination fee equal to fifteen percent (15%) of the remaining balance owed. This fee is intended to compensate Onixae for loss of scheduling, resource allocation, and advance planning required to fulfill the original contract term.

Onixae may terminate the subscription at any time upon notice if the Client is in material breach of these Terms, including but not limited to non-payment, misuse of services, failure to cooperate with onboarding or service delivery, or breach of intellectual property or confidentiality provisions. In such event, Onixae reserves the right to accelerate all unpaid amounts due through the remaining term, revoke access to any deliverables, and pursue collection of outstanding fees as permitted by law. Termination for cause does not limit Onixae’s right to seek injunctive or equitable relief for breaches that threaten its business interests.

If a payment due from the Client is not successfully processed by the scheduled billing date, Onixae may apply a late payment fee of two percent (2%) of the overdue amount per month, or the maximum amount permitted by applicable law, whichever is lower. The Client will be notified of the failed payment and granted a five (5) business day grace period to remedy the failure. Repeated failed payments or failure to cure a delinquent account may result in service suspension, access termination, or legal escalation.

Upon termination, whether for cause or expiration, the Client’s access to all internal platforms, workspaces, data, and personnel will be revoked. Onixae will retain Client data only for the period necessary to comply with legal obligations, resolve disputes, or enforce its rights under this Agreement. Where applicable, a final handoff or debrief session may be conducted, subject to any remaining invoices being paid in full. Archived or backup data may be purged according to Onixae’s internal retention protocols unless expressly requested in writing by the Client.

Termination does not relieve either party of obligations incurred prior to the effective date of termination. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to confidentiality, intellectual property rights, disclaimers, limitation of liability, indemnification, and dispute resolution. The Client acknowledges that certain platform integrations, automations, or documentation provided during the term may become inoperable or inaccessible upon termination.

The Client may not terminate or suspend payment obligations as a result of dissatisfaction with platform performance, user error, or delays caused by its own inaction. Requests for termination must be made in writing and confirmed in writing by Onixae. Verbal, implied, or third-party communications will not be considered valid forms of termination notice. Onixae shall not be required to refund any prepaid amounts or offer proration for unused periods.

7. Client Responsibilities

As a condition of receiving Services from Onixae LLC, the Client agrees to cooperate fully and in good faith to enable timely and efficient delivery of Services. This includes, without limitation, providing all required documentation, access credentials, administrative permissions, and approvals necessary for Onixae to perform its obligations. Delays resulting from the Client’s failure to fulfill these responsibilities shall not relieve the Client of its payment obligations or entitle the Client to any refund, credit, or extension of service term.

The Client is responsible for designating a primary point of contact and ensuring that Authorized Users interacting with Onixae are empowered to make binding decisions and provide accurate instructions. Onixae shall be entitled to rely upon the communications of such individuals as if they were made directly by the Client. Any confusion, miscommunication, or delay caused by internal disorganization within the Client’s business will not be deemed a breach by Onixae.

The Client must maintain an active subscription, valid payment method, and open communication lines with Onixae throughout the duration of the subscription. The Client agrees to respond to project-related requests, approvals, or clarifications in a timely manner. Onixae is not responsible for delays in delivery or degradation in output resulting from the Client’s unavailability, inaccessibility, or failure to communicate within a commercially reasonable time frame.

The Client shall not attempt to circumvent, copy, or replicate any proprietary workflows, automations, staffing protocols, or operational methods delivered by Onixae without prior written permission. Any unauthorized duplication or use of proprietary systems, documents, or service frameworks shall constitute a material breach of these Terms and may give rise to claims for injunctive relief, damages, and legal fees.

The Client agrees not to solicit for employment, directly or indirectly, any employee, contractor, or staff member provided by or affiliated with Onixae during the term of the Agreement and for a period of twelve (12) months following its termination. This restriction applies whether solicitation is initiated through direct outreach, third-party recruitment, or business acquisition. Breach of this clause shall result in liquidated damages equal to fifty percent (50%) of the employee or contractor’s estimated annual compensation.

The Client is solely responsible for ensuring that the use of Onixae’s Services and any deliverables complies with all applicable laws, regulations, and industry standards relevant to its jurisdiction and sector. This includes but is not limited to data privacy regulations, employment laws, tax obligations, and contractual obligations with third parties. Onixae provides operational enablement services but does not serve as legal, financial, or human resource counsel unless expressly contracted to do so in writing.

By engaging Onixae, the Client acknowledges and agrees that all Services are tailored for business use only and may not be resold, licensed, white-labeled, or provided to any third party without prior written consent. Any attempt to use the Services outside the agreed scope of work or in breach of these Terms shall constitute unauthorized use, entitling Onixae to suspend or terminate access and seek appropriate legal relief.

8. Intellectual Property

All content, processes, documentation, systems, workflows, configurations, templates, and deliverables developed, implemented, or provided by Onixae LLC in the course of performing the Services (collectively, the “Deliverables”) are and shall remain the sole and exclusive property of Onixae unless otherwise agreed in writing. Subject to full payment of all fees due, Onixae grants the Client a non-exclusive, non-transferable, worldwide license to use such Deliverables solely for its internal business operations, for the duration of the subscription term and any applicable renewal period.

The Client retains ownership of all original content, trademarks, business data, and proprietary materials it provides to Onixae in the course of receiving the Services (“Client Materials”). By submitting Client Materials, the Client grants Onixae a limited, royalty-free, non-exclusive, and revocable license to use, modify, copy, and process such materials solely for the purpose of providing the Services. Onixae shall not use Client Materials for any unrelated purpose without the Client’s prior written consent.

Any pre-existing intellectual property, proprietary processes, or tools developed by Onixae prior to or outside the scope of its engagement with the Client (“Background IP”) remain the exclusive property of Onixae. Nothing in these Terms shall be construed as granting the Client any rights, title, or interest in or to Onixae’s Background IP, other than the limited license to use specific outputs as expressly permitted herein.

Where Deliverables include AI-generated content, automations, or recommendations produced through Onixae’s proprietary systems or integrated tools, the Client is granted a license to use such content in accordance with these Terms. The Client acknowledges that AI-generated outputs may rely on third-party platforms and data inputs, and agrees to verify accuracy and suitability before use. Onixae disclaims all liability for Client reliance on AI-generated content where proper review and due diligence have not been conducted.

The Client shall not alter, sublicense, reverse engineer, disassemble, or create derivative works from the Deliverables or any systems used by Onixae in providing the Services, except to the extent permitted by applicable law or with Onixae’s express prior written approval. Unauthorized use or reproduction of Onixae’s methods, documents, code, or frameworks constitutes a material breach of these Terms and may result in immediate termination and legal enforcement.

If the Client provides suggestions, recommendations, improvements, or other feedback to Onixae regarding its Services or internal systems (“Feedback”), such Feedback shall become the sole property of Onixae. Onixae shall be free to use and incorporate any Feedback into its Services or operations without restriction, attribution, or obligation to the Client.

Upon termination of the subscription, the Client’s license to use any non-transferred Deliverables or proprietary tools shall immediately cease. The Client agrees to discontinue all use of such assets and, if requested, return or securely delete any copies in its possession. This does not affect the Client’s ownership of its own materials, nor does it affect any perpetual rights explicitly granted in a separate written agreement.

9. Confidentiality

Each party (“Receiving Party”) agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other party (“Disclosing Party”) in connection with the Services, whether oral, written, digital, or otherwise (“Confidential Information”). This includes but is not limited to trade secrets, technical data, business processes, financial information, service methodologies, customer lists, pricing structures, access credentials, and platform configurations. Confidential Information must be protected using the same degree of care that the Receiving Party uses to protect its own confidential information, but in no event less than commercially reasonable care.

The Receiving Party agrees not to use any Confidential Information for any purpose other than the performance of its obligations under these Terms, and not to disclose such information to any third party except as expressly authorized in writing by the Disclosing Party or as required by applicable law. Disclosure to employees, contractors, or affiliates is permitted only on a strictly need-to-know basis and only if such individuals are bound by confidentiality obligations no less restrictive than those contained herein.

The confidentiality obligations set forth herein shall not apply to information that: (a) is or becomes generally known to the public through no breach of these Terms; (b) is lawfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed pursuant to a valid subpoena, court order, or government request, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates, at the Disclosing Party’s expense, in seeking protective relief.

The Client acknowledges that the workflows, automations, templates, systems, training materials, and proprietary processes used by Onixae to deliver its Services constitute Confidential Information and trade secrets of Onixae. Any unauthorized use, distribution, or replication of these elements, even after termination, shall be deemed a breach of this Section and may result in immediate legal action, including injunctive relief and monetary damages.

Conversely, Onixae acknowledges that Client Materials, internal processes, business strategy, and data shared in the course of service delivery may include Confidential Information owned by the Client. Onixae agrees not to share such information with other clients, third parties, or internal personnel unrelated to the specific engagement, except where required to fulfill the scope of Services or comply with applicable laws.

Both parties acknowledge that breach of this Section may result in irreparable harm not compensable by monetary damages alone. Accordingly, in addition to any other remedies available under law, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent or restrain unauthorized disclosure or use of Confidential Information.

The obligations under this Section shall survive termination of the Agreement for a period of five (5) years from the date of last disclosure, except for trade secrets, which shall remain confidential in perpetuity or until they no longer qualify as trade secrets under applicable law.

10. Data Privacy

Onixae LLC’s collection, use, processing, and storage of personal and business data are governed by its official Privacy Policy, which is hereby incorporated into these Terms by reference. By using the Services, the Client acknowledges and agrees to the practices described in the Privacy Policy, including the processing of data necessary to deliver Services, perform contract obligations, and comply with legal obligations. The Privacy Policy is accessible at https://www.onixae.com/legal/privacy-policy, and may be updated periodically in accordance with applicable privacy laws.

The Client represents and warrants that it has obtained all necessary authorizations, consents, and legal rights to share business data, client contact information, login credentials, and any personal data with Onixae for the purpose of service execution. Onixae acts as a data processor or service provider with respect to such data and shall process it solely for the provision of the Services, consistent with the Client’s written instructions and applicable law. Onixae shall not retain, use, or disclose personal data for any purpose other than service delivery or legal compliance.

Onixae implements commercially reasonable technical and organizational measures to ensure the confidentiality, integrity, and availability of personal and operational data processed in the course of its Services. This includes, but is not limited to, data encryption, access control, endpoint security, secure vendor integrations, and use of platforms compliant with relevant data protection standards. The Client is responsible for ensuring that any third-party data shared with Onixae is lawfully acquired and that its own internal privacy policies are in full compliance with applicable law.

Services provided by Onixae may involve integration with third-party platforms, including but not limited to Stripe, Apollo, Instantly, Calendly, Google Workspace, Webflow, and Zoho. Each of these vendors may have their own privacy practices and regulatory obligations. While Onixae makes commercially reasonable efforts to ensure its partners maintain appropriate data protection standards, Onixae does not control and is not liable for the privacy practices of third-party platforms. The Client is advised to review the privacy policies of all integrated tools as part of its own risk assessment.

The Client expressly acknowledges and agrees that Onixae may use artificial intelligence (AI) tools, both proprietary and third-party, in the course of service delivery. AI may be used to assist in generating content, automating workflows, managing support requests, or analyzing business performance. All AI usage is subject to Onixae’s internal governance, and outputs are reviewed for quality control. The Client retains responsibility for reviewing and validating the accuracy and appropriateness of all AI-generated content before use or publication.

Onixae supports compliance with major global privacy laws, including but not limited to the California Consumer Privacy Act (CCPA/CPRA), General Data Protection Regulation (GDPR), Delaware Personal Data Privacy Act (DPDPA), and the Indian Digital Personal Data Protection Act (DPDPA). Clients are responsible for complying with all laws applicable to their own data subjects. Onixae will provide commercially reasonable assistance, upon request, in responding to valid data subject access, deletion, or portability requests where it acts as a processor.

If Onixae receives a data subject rights request, complaint, or regulatory inquiry relating to the Client’s data, it shall promptly notify the Client (unless prohibited by law) and cooperate as reasonably required to respond. All such requests must be directed to the designated privacy contact at joseph@onixae.com
. The Client agrees to indemnify and hold Onixae harmless for any third-party claims or regulatory fines arising from the Client’s failure to comply with its own data protection obligations or unauthorized data disclosures.

11. Warranties and Disclaimers

Onixae LLC warrants that it will perform the Services in a professional, diligent, and workmanlike manner consistent with prevailing industry standards for operational support and business process automation. All personnel, contractors, and subcontractors engaged by Onixae shall be suitably qualified and will perform their respective duties in accordance with internal quality assurance protocols. Onixae will make reasonable efforts to meet Client expectations and timelines, provided that the Client has fulfilled its own obligations under these Terms.

Except as expressly provided herein, Onixae makes no warranties or representations, express or implied, regarding the Services, and disclaims any and all warranties of merchantability, fitness for a particular purpose, title, or non-infringement. The Services are delivered “as is” and “as available,” and may be subject to interruptions, limitations, or delays inherent in the use of third-party platforms, cloud infrastructure, or internet connectivity, none of which shall constitute a breach by Onixae.

Onixae does not warrant that the Services, deliverables, automations, or workflows provided will be error-free, free of vulnerabilities, or achieve any specific business result. The Client is solely responsible for evaluating the suitability of deliverables for its intended purpose and assumes all risk associated with the implementation and reliance on recommendations, configurations, or integrations. Operational decisions made by the Client based on Onixae’s outputs remain entirely the Client’s responsibility.

Where AI or automated services are used to generate or optimize content, the Client acknowledges that such technologies are subject to inherent limitations, including potential inaccuracies, hallucinations, or misinterpretation of context. Onixae performs periodic quality assurance but does not warrant the factual or legal accuracy of AI-generated content. The Client is expected to perform final review and assumes all responsibility for the use, publication, or legal reliance on such outputs.

Onixae does not guarantee uninterrupted or error-free access to its platforms, portals, or support channels. Scheduled maintenance, system upgrades, or third-party service disruptions may cause temporary inaccessibility. Onixae shall make reasonable efforts to notify the Client of any known disruptions and to restore service as promptly as possible. Such disruptions shall not constitute a breach or entitle the Client to service credits, fee reductions, or damages.

The Client acknowledges that Onixae is not a law firm, accounting firm, or regulatory consultancy, and does not provide legal, financial, or tax advice. Any templates, strategies, or suggestions provided by Onixae are operational in nature and not intended as professional advice. The Client must seek appropriate counsel before relying on any strategic recommendations that may implicate legal or regulatory obligations.

No oral or written information or advice given by Onixae, its employees, or contractors shall create a warranty unless expressly included in these Terms or an executed amendment. The Client confirms that it has not relied upon any such representation in entering into this Agreement and that Onixae disclaims all liability for reliance on informal advice, drafts, mock-ups, or speculative forecasts provided in the course of the Services.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Onixae LLC shall not be liable to the Client or any third party for any indirect, incidental, consequential, punitive, exemplary, or special damages, including without limitation lost profits, loss of data, business interruption, loss of goodwill, reputational harm, or opportunity costs, arising from or relating to the use of, inability to use, or reliance on the Services, even if Onixae has been advised of the possibility of such damages or if such damages were foreseeable.

Onixae’s aggregate liability for any claim arising out of or related to these Terms, whether in contract, tort (including negligence), strict liability, warranty, or otherwise, shall not exceed the total fees paid by the Client to Onixae during the three (3) month period immediately preceding the date the claim arose. This limitation applies cumulatively to all claims and causes of action and shall survive the expiration or termination of these Terms.

In jurisdictions that do not allow limitations on implied warranties or the exclusion or limitation of certain damages, some of the above disclaimers, exclusions, or limitations may not apply. In such cases, Onixae’s liability will be limited to the maximum extent permitted by applicable law. No provision in these Terms shall exclude or limit liability for death or personal injury caused by gross negligence, fraud, or willful misconduct where such exclusion is prohibited by law.

The Client agrees that any claim or cause of action arising out of or related to the use of the Services or these Terms must be filed within twelve (12) months after such claim or cause of action arose. Claims filed beyond this time period are permanently barred, regardless of the basis for the claim. This clause is intended to provide certainty and finality in the commercial relationship between the parties.

Onixae shall not be held liable for any service failures, delivery delays, or content issues caused by third-party vendors, platform outages, force majeure events, or the Client’s own systems, personnel, or third-party providers. This includes, but is not limited to, issues originating from Stripe, Zoho, Apollo.io, Webflow, Google, Instantly, Calendly, and other integrated services. While Onixae may assist in identifying and troubleshooting such issues, it bears no liability for third-party errors or availability.

The Client assumes full responsibility for reviewing and validating all content, automations, strategy recommendations, and system configurations produced or delivered as part of the Services. Onixae shall not be responsible for any business decisions, legal filings, marketing campaigns, or product launches made by the Client based on the Service outputs. Use of deliverables without independent verification is at the Client’s sole risk.

The limitations of liability in this Section form an essential basis of the bargain between the parties and shall apply even if any limited remedy fails of its essential purpose. The Client acknowledges that Onixae would not be able to offer the Services at the agreed pricing without these contractual limitations and that such limitations are reasonable given the nature of the Services provided.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless Onixae LLC, its affiliates, officers, directors, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, suits, proceedings, investigations, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) arising out of or relating to: (a) the Client’s use or misuse of the Services; (b) breach of these Terms by the Client or its Authorized Users; (c) violation of any applicable law, regulation, or third-party right; or (d) any data, content, or materials provided or transmitted by the Client to Onixae in connection with the Services.

This indemnification obligation extends to Claims brought by third parties, including but not limited to data subjects, governmental authorities, business partners, end users, or other entities alleging infringement of rights, non-compliance with privacy laws, or harm resulting from the Client’s business operations facilitated by or integrated with Onixae Services. The Client’s duty to indemnify remains in effect regardless of whether Onixae directly contributed to the underlying situation, provided that the Claims arise primarily from Client-controlled content, actions, or instructions.

Onixae shall promptly notify the Client of any Claim for which indemnification is sought and shall reasonably cooperate with the Client, at the Client’s expense, in defending or resolving the matter. The Client shall have sole control of the defense and settlement of any Claim, provided that it does not admit liability or impose any obligation on Onixae without prior written consent. Onixae reserves the right, at its own expense, to participate in the defense with counsel of its choosing.

The Client’s indemnity obligations shall also apply to any misuse of access credentials, unauthorized use of proprietary tools, violations of license restrictions, or improper disclosure of Confidential Information caused by the Client or its personnel. If Onixae incurs legal fees or damages as a result of such misuse, it shall be entitled to reimbursement and may, at its discretion, seek injunctive or equitable relief in addition to monetary recovery.

In the context of data protection, the Client agrees to indemnify Onixae against any regulatory action, fine, or third-party claim arising from the Client’s failure to comply with applicable privacy obligations under laws such as the GDPR, CCPA, or Delaware data privacy statutes, where Onixae acted in accordance with the Client’s instructions as a data processor. This includes failure to obtain proper consents, mishandling of personal data, or breach of security requirements imposed by law.

The Client shall further indemnify Onixae for any Claim arising from service misuse, including use of Onixae outputs to launch marketing campaigns, process payroll, automate communications, or deliver business services in ways that violate consumer protection laws, intellectual property rights, or contractual obligations owed by the Client to other parties.

These indemnification obligations are independent of any other obligations set forth in these Terms and shall survive the termination or expiration of the Agreement. They are intended to allocate risk in a manner consistent with the nature of the Services and to protect Onixae from exposure to indirect liabilities that it cannot reasonably control.

14. Governing Law and Dispute Resolution

These Terms, and any claim, controversy, or dispute arising out of or related to them, the Services, or any transactions or relationships contemplated hereunder (each, a “Dispute”), shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or any use of the Services.

In the event of any Dispute, the parties agree to first attempt to resolve the matter through good-faith negotiations conducted by senior representatives of each party. If the Dispute is not resolved within fifteen (15) business days of notice, either party may submit the matter to non-binding mediation administered by a mutually agreed neutral mediator. Mediation shall take place remotely or in New Castle County, Delaware, unless otherwise agreed in writing.

If mediation fails to resolve the Dispute, the parties agree to submit the matter to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, experienced in SaaS and commercial contract law, and shall take place virtually or in Delaware. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, subject to the arbitrator’s discretion to award attorneys’ fees and costs to the prevailing party.

Notwithstanding the above, Onixae may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, proprietary systems, Confidential Information, or other critical business assets, without first pursuing mediation or arbitration. The Client consents to the exclusive jurisdiction of state and federal courts located in Delaware for such proceedings.

Any Dispute must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The parties agree that class actions, mass arbitrations, and private attorney general actions are expressly waived and prohibited under these Terms. The arbitrator shall have no authority to consolidate claims or award relief on a class or representative basis.

All communications and proceedings relating to any Dispute, including documents, filings, and evidence, shall be considered confidential and subject to the same protections as Confidential Information under these Terms. The parties agree not to disclose the existence or outcome of any mediation or arbitration except as required by law or with mutual written consent.

This Section shall survive termination or expiration of the Agreement. Failure by either party to enforce any rights under this Section shall not constitute a waiver of future enforcement. The parties agree that this dispute resolution process is a material term of the Agreement and represents the exclusive remedy for any Dispute, except as otherwise expressly provided herein.

15. Miscellaneous Provisions

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15.1 Entire Agreement

These Terms, along with the incorporated Privacy Policy, service tier descriptions, onboarding documentation, and any separately executed written agreements between the parties, constitute the entire agreement between the Client and Onixae LLC. They supersede all prior discussions, emails, proposals, or understandings, whether written or oral, relating to the subject matter hereof.

15.2 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, civil disturbances, government actions, pandemics, cyberattacks, power outages, or failures of third-party platforms (“Force Majeure Event”). The affected party shall notify the other party within a reasonable time and shall resume performance as soon as commercially practicable.

15.3 Assignment and Delegation

The Client may not assign, delegate, or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of Onixae. Any attempted assignment in violation of this provision shall be null and void. Onixae may assign or delegate its obligations without restriction in the event of a merger, acquisition, asset transfer, or corporate reorganization.

15.4 Notices

All legal notices under these Terms must be sent in writing to the addresses set forth in Section 2 (Company Information) or to such other address as either party may designate by written notice. Notices shall be deemed received upon delivery if sent by certified mail, nationally recognized courier, or via confirmed email transmission.

15.5 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. The parties agree to substitute the invalid provision with a valid one that most closely reflects the parties’ original intent and preserves the economic balance of the agreement.

15.6 Waiver

No failure or delay by either party in exercising any right, remedy, or power under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right or any other right under these Terms. A waiver shall be effective only if expressly made in writing and signed by an authorized representative of the waiving party.

15.7 Amendments

These Terms may be modified by Onixae from time to time by posting an updated version on its website or client portal. Material changes will be communicated to active Clients via email or direct notice. Continued use of the Services following such updates constitutes acceptance of the revised Terms. The Client may not modify these Terms without written agreement executed by both parties.

16. Notices

All legal notices required or permitted under these Terms must be delivered via (i) email to the designated legal or business contact provided by each party, or (ii) physical delivery to the registered business address of the receiving party as stated in Section 2. Notices will be deemed received upon confirmed transmission by email or upon delivery confirmation via courier or certified mail.

The Client agrees to keep its contact information current and accurate throughout the duration of the subscription. Failure to update contact details shall not invalidate notice properly sent to the last known address or email provided. Onixae may rely on the latest Client information on record for all official communications and legal service.

Notices related to breach, termination, indemnification, or dispute resolution must be clearly labeled as such and directed to the designated officer or legal contact of the receiving party. Notices sent to general inboxes, social media accounts, or customer support portals shall not be deemed legally sufficient unless acknowledged in writing by an authorized representative.

17. Entire Agreement

These Terms of Service, together with Onixae’s Privacy Policy, pricing terms, and any executed Service Orders or Statements of Work, constitute the entire agreement between Onixae and the Client and supersede all prior negotiations, communications, proposals, or agreements, whether written or oral, relating to the subject matter herein.

No oral or informal discussions shall be construed to modify or amend these Terms unless explicitly incorporated in a written agreement signed by both parties. In the event of any conflict between these Terms and any other document, these Terms shall control unless expressly stated otherwise in a fully executed written agreement.

The Client acknowledges that it has not relied upon any warranties, promises, or representations made by Onixae or its representatives except as expressly set forth herein. All representations not contained in this written Agreement are hereby disclaimed to the maximum extent permitted by law.

18. Miscellaneous

No waiver of any provision, breach, or default under these Terms shall be valid unless in writing and signed by the waiving party. Any such waiver shall apply only to the specific instance and shall not constitute a continuing waiver or a waiver of any other provision.

If any provision of these Terms is held to be unenforceable, illegal, or invalid in whole or in part by any court of competent jurisdiction, such provision shall be modified or interpreted to reflect the parties’ original intent, and the remainder of the Terms shall remain in full force and effect.

These Terms shall be binding upon and inure to the benefit of each party and their respective successors, assigns, and legal representatives. The Client may not assign or transfer its rights without the prior written consent of Onixae. Onixae may assign or delegate its obligations in the event of a merger, acquisition, or sale of assets.

Each party is an independent contractor, and nothing in these Terms shall be construed to create any partnership, joint venture, employment, or agency relationship. Neither party has authority to bind the other or incur obligations on behalf of the other without express prior written consent.

Unless otherwise agreed in writing, Onixae may reference the Client’s name, logo, and general nature of services provided in its marketing materials, client lists, or portfolio solely for promotional purposes, provided that no confidential information is disclosed without prior consent.

Last Updated: October 12, 2025