Terms of Service

Welcome to Onyx

These Terms of Service ("Terms") govern your access to and use of the Onyx platform, website, and services (collectively, the "Service") operated by Quantum Automation Pty Ltd ("Onyx," "Company," "we," "us," or "our").

By accessing or using our Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Service.

1. Definitions

• "Account" means your registered account to access and use the Service.
• "Content" means any data, text, files, information, usernames, images, graphics, or other materials you upload, post, or transmit through the Service.
• "Customer Data" means any data, including personal data of your contacts and leads, that you input into or collect through the Service.
• "Subscription" means your paid access to the Service under a specific plan (Core, Prime, or Elite AI).
• "User" or "You" means the individual or entity accessing or using the Service.

2. Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding agreement
• Not be prohibited from using the Service under applicable laws
• If registering on behalf of a business, have the authority to bind that business to these Terms

By using the Service, you represent and warrant that you meet all eligibility requirements.

3. Account Registration and Security

3.1 Account Creation

To access most features of the Service, you must create an Account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your Account
• Notifying us immediately of any unauthorized access or security breach

We will not be liable for any loss or damage arising from your failure to protect your Account credentials.

3.3 Account Restrictions

You may not:

• Create an Account using false or misleading information
• Create multiple Accounts without our permission
• Share your Account credentials with others
• Use another person's Account without authorization
• Sell, transfer, or assign your Account to any third party

4. Service Description

4.1 Platform Overview

Onyx is an AI-powered customer relationship management (CRM) platform designed specifically for insurance agents. The Service includes features such as:

• Lead management and pipeline tracking
• AI-powered appointment booking
• Automated follow-up sequences
• SMS and email communication tools
• Calendar integration
• Reporting and analytics

4.2 Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance (we will provide reasonable notice when possible)
• Unscheduled emergency maintenance
• System failures or technical issues
• Events beyond our reasonable control

4.3 Modifications to Service

We reserve the right to modify, suspend, or discontinue any part of the Service at any time. We will provide reasonable notice of material changes that may adversely affect your use of the Service.

5. Subscription Plans and Billing

5.1 Subscription Plans

We offer the following subscription plans:

• Core ($99/month or $999/year): All 7 Onyx Stacks, pre-built text campaigns, unified inbox, basic automations, Slack channel support, done-for-you onboarding
• Prime ($149/month or $1,499/year): Everything in Core plus AI appointment booking, advanced AI features, database reactivation, annual review automation, priority support, custom workflows
• Elite AI ($499/month + $1,499 setup): Everything in Prime plus inbound voice AI receptionist, AI appointment booking via phone, custom-built sales simulation tool, dedicated account manager, custom integrations

5.2 Billing

• Subscriptions are billed monthly in advance
• Annual subscriptions are billed once per year in advance
• Payment is due at the beginning of each billing cycle
• All fees are quoted and payable in US Dollars (USD)
• We accept major credit cards and other payment methods as indicated on our website

5.3 Automatic Renewal

Your Subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. Monthly subscriptions renew monthly, and annual subscriptions renew annually. By subscribing, you authorize us to charge your payment method on a recurring basis.

5.4 Price Changes

We may change our prices at any time. Price changes will be communicated at least 30 days in advance and will take effect at the start of your next billing cycle. Your continued use of the Service after a price change constitutes acceptance of the new pricing.

5.5 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying any taxes associated with your use of the Service, excluding taxes based on our net income.

5.6 Failed Payments

If payment fails, we may:

• Retry the charge
• Suspend your access to the Service
• Downgrade your Account to a limited free tier
• Terminate your Account after reasonable notice

6. Cancellation and Refunds

6.1 Cancellation by You

You may cancel your Subscription at any time through your Account settings or by contacting us at support@onyx-crm.com. Upon cancellation:

• Your Subscription will remain active until the end of the current billing period
• You will not be charged for subsequent billing periods
• No prorated refunds will be issued for partial months

6.2 14-Day Money-Back Guarantee

We offer a 14-day money-back guarantee for new subscribers. If you are not satisfied with the Service within the first 14 days of your initial Subscription, you may request a full refund by contacting support@onyx-crm.com. This guarantee applies only to your first Subscription and does not apply to renewals.

6.3 Refund Policy

Except as provided in Section 6.2:

• All fees are non-refundable
• No refunds will be issued for partial months of service
• No refunds will be issued for unused features or downgraded plans
• Setup fees for Elite AI plans are non-refundable once onboarding has commenced

6.4 Termination by Us

We may suspend or terminate your Account and access to the Service at any time if:

• You breach these Terms
• You engage in fraudulent or illegal activity
• You fail to pay applicable fees
• We are required to do so by law
• We discontinue the Service

In the event of termination for cause, no refund will be issued. If we terminate your Account without cause, we will refund any prepaid fees for the unused portion of your Subscription.

7. Acceptable Use

7.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. The Service is intended for use by insurance professionals for legitimate business purposes.

7.2 Prohibited Conduct

You agree not to:

Illegal Activities:

• Use the Service for any unlawful purpose or in violation of any laws
• Violate any applicable telemarketing, anti-spam, or consumer protection laws
• Engage in fraudulent, deceptive, or misleading practices
• Infringe on intellectual property rights of others

Harmful Activities:

• Transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the integrity or performance of the Service
• Engage in any activity that could damage, disable, or impair the Service

Misuse of Communications:

• Send unsolicited bulk messages (spam)
• Send messages without proper consent from recipients
• Use the Service to harass, threaten, or abuse others
• Impersonate any person or entity

Data Misuse:

• Collect or harvest user data without authorization
• Use Customer Data for purposes other than your legitimate business purposes
• Share, sell, or distribute Customer Data to third parties without proper consent
• Upload or transmit data you do not have the right to use

7.3 Compliance with Laws

You are solely responsible for ensuring your use of the Service complies with all applicable laws and regulations, including but not limited to:

• Telephone Consumer Protection Act (TCPA)
• CAN-SPAM Act
• State insurance regulations and licensing requirements
• Do-Not-Call regulations
• HIPAA (if applicable to your business)

8. SMS and Communication Services

8.1 SMS Messaging

The Service includes SMS messaging capabilities. By using these features, you agree to:

• Obtain proper consent from recipients before sending messages
• Comply with all applicable laws regarding electronic communications
• Honor opt-out requests promptly (within 24 hours)
• Include proper identification in your messages

8.2 Message Content

You are solely responsible for the content of messages sent through the Service. We do not review or approve message content before transmission.

8.3 Carrier and Third-Party Terms

Your use of SMS features is subject to the terms and conditions of mobile carriers and our third-party messaging providers. Standard message and data rates may apply to recipients.

8.4 Opt-Out Compliance

Recipients may opt out of receiving messages by replying "STOP." You must honor all opt-out requests and maintain accurate records of consent and opt-outs.

9. Customer Data and Privacy

9.1 Ownership of Customer Data

You retain all ownership rights to your Customer Data. We do not claim any ownership interest in your Customer Data.

9.2 License to Customer Data

By uploading Customer Data to the Service, you grant us a limited, non-exclusive license to use, process, and store your Customer Data solely for the purpose of providing the Service to you.

9.3 Data Processing

We will process your Customer Data in accordance with our Privacy Policy and applicable data protection laws.

9.4 Data Export

You may export your Customer Data at any time during your Subscription. Upon termination, you will have 30 days to export your data before it may be deleted.

9.5 Data Security

We implement reasonable technical and organizational measures to protect your Customer Data. However, no system is completely secure, and we cannot guarantee absolute security.

9.6 Your Responsibilities

You are responsible for:

• The accuracy and legality of your Customer Data
• Obtaining necessary consents for collecting and processing personal data
• Maintaining appropriate backups of your data
• Complying with applicable privacy and data protection laws

10. Intellectual Property

10.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, logos, and other content (excluding Customer Data), is owned by Onyx or our licensors and is protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service without our written permission.

10.2 Trademarks

"Onyx," the Onyx logo, and other Onyx trademarks are our property. You may not use our trademarks without our prior written consent.

10.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service, you grant us an unrestricted, perpetual, royalty-free license to use such feedback for any purpose without compensation to you.

11. Third-Party Services

11.1 Integrations

The Service may integrate with third-party services (e.g., Google Calendar, Outlook, Twilio, Zapier). Your use of such integrations is subject to the terms and privacy policies of those third parties.

11.2 Third-Party Links

The Service may contain links to third-party websites or services. We are not responsible for the content, privacy practices, or availability of such third-party services.

11.3 No Endorsement

The inclusion of any third-party link or integration does not imply endorsement by Onyx.

12. Disclaimer of Warranties

12.1 "As Is" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT

12.2 No Guarantee of Results

WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM YOUR USE OF THE SERVICE. RESULTS MAY VARY BASED ON NUMEROUS FACTORS BEYOND OUR CONTROL.

12.3 Third-Party Services

WE MAKE NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES INTEGRATED WITH OR ACCESSIBLE THROUGH THE SERVICE.

13. Limitation of Liability

13.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONYX SHALL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• COST OF SUBSTITUTE SERVICES
• DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE

13.2 Cap on Liability

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR
• ONE HUNDRED US DOLLARS ($100)

13.3 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE A FUNDAMENTAL PART OF THE BARGAIN BETWEEN YOU AND ONYX.

14. Indemnification

You agree to indemnify, defend, and hold harmless Onyx and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your Customer Data or Content
• Your infringement of any third-party rights
• Any messages or communications sent through the Service

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal legal action, you agree to first contact us at support@onyx-crm.com and attempt to resolve the dispute informally for at least 30 days.

15.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to conflict of law principles.

15.3 Jurisdiction

Any legal action or proceeding arising from these Terms shall be brought exclusively in the courts of Victoria, Australia, and you consent to the personal jurisdiction of such courts.

15.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and Onyx regarding the Service.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

16.5 Notices

We may provide notices to you via email, posting on the Service, or other reasonable means. You may provide notices to us at the contact information below.

16.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including natural disasters, acts of government, internet outages, or third-party service failures.

17. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Sending an email to your registered email address
• Providing notice through the Service

Your continued use of the Service after any changes constitutes acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Service.

18. Contact Us

If you have any questions about these Terms of Service, please contact us: