Onyx OS — Operating software for modern coffee shops.

1. Acceptance of Terms

By accessing or using Onyx OS ("Service"), operated by Onyx Systems Ltd ("Company", "we", "us", or "our"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of a business, you represent that you have authority to bind that business to these Terms. If you do not agree to these Terms, do not use the Service.

2. Description of Service

Onyx OS is a subscription-based software platform providing operational management tools for coffee shops and hospitality businesses, including inventory tracking, staff management, checklists, shift notes, and AI-assisted analytics. The Service is intended as an operational support tool only and does not replace professional business, financial, legal, or operational judgment.

3. Account Registration

You must create an account to use the Service. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You agree to provide accurate, current, and complete information and to update it as necessary. We reserve the right to suspend or terminate accounts that contain false information or violate these Terms.

4. Subscriptions and Payment

Access to the Service requires a paid subscription. By subscribing, you authorize us to charge your payment method on a recurring basis at the applicable plan rate. All fees are non-refundable except as required by law or as expressly stated in these Terms. We reserve the right to change pricing with 30 days' notice. Failure to pay may result in suspension or termination of your account. Subscriptions automatically renew unless cancelled before the renewal date through the billing portal.

5. Acceptable Use

You agree not to: (a) use the Service for any unlawful purpose; (b) attempt to gain unauthorized access to any part of the Service; (c) interfere with or disrupt the Service or servers; (d) reverse engineer, decompile, or disassemble any part of the Service; (e) resell or sublicense the Service without written permission; (f) upload malicious code or content; or (g) use the Service to compete with or build a competing product.

6. Intellectual Property

The Service, including all software, designs, text, graphics, and other content, is owned by Onyx Systems Ltd and protected by intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable licence to access and use the Service for your internal business purposes only. You retain ownership of all data you input into the Service.

7. Data and Privacy

Your use of the Service is also governed by our Privacy Policy, incorporated here by reference. You grant us a limited licence to process your data solely to provide and improve the Service. We will not sell your data to third parties. You are responsible for ensuring that your use of the Service complies with applicable data protection laws in your jurisdiction.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED ACCESS. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, SECURE, OR FREE FROM VIRUSES. ONYX OS IS A SUPPLEMENTARY OPERATIONAL TOOL — YOU REMAIN SOLELY RESPONSIBLE FOR ALL BUSINESS DECISIONS MADE IN CONNECTION WITH YOUR USE OF THE SERVICE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONYX SYSTEMS LTD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

10. Indemnification

You agree to indemnify, defend, and hold harmless Onyx Systems Ltd and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) any content you submit to the Service.

11. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. Upon termination, your right to use the Service ceases immediately. You may export your data before termination. We are not liable to you or any third party for termination of your access. Provisions of these Terms that by their nature should survive termination shall survive, including Sections 8, 9, 10, and 13.

12. Modifications

We reserve the right to modify these Terms at any time. We will provide notice of material changes by email or via the Service at least 14 days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict of law principles. Any dispute arising from these Terms or your use of the Service shall first be attempted to be resolved through good-faith negotiation. If unresolved after 30 days, disputes shall be submitted to binding arbitration in Miami, Florida under the rules of the American Arbitration Association, except that either party may seek injunctive relief in a court of competent jurisdiction. You waive any right to participate in a class action lawsuit or class-wide arbitration.

14. General

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. Our failure to enforce any right or provision does not constitute a waiver. These Terms constitute the entire agreement between you and Onyx Systems Ltd regarding the Service.

15. Contact

For questions about these Terms, contact us at [email protected].