Terms of Use

1. INTRODUCTION AND ACCEPTANCE OF TERMS

These Terms of Use (the "Terms" or "Agreement") constitute a legally binding agreement between Uonyx, Inc. ("Uonyx", "we", "us", or "our"), a corporation incorporated under the laws of the State of California, United States, with its principal place of business at 7421 Edinger Avenue, Huntington Beach, California 92647, and you, either as an individual or as the legal entity on whose behalf you are acting ("Customer", "you", or "your").

By accessing or using the Uonyx platform, website, or any associated services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity, and that entity agrees to be bound by these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.

These Terms govern all aspects of your access to and use of the Services, including your use of any platform module, application, API, or ancillary service provided by Uonyx. They are supplemented by the following additional policies, which are incorporated herein by reference:

• Privacy Policy: https://uonyx.com/legal/privacy
• Cookie Policy: https://uonyx.com/legal/cookies
• Security Policy: https://uonyx.com/legal/security
• Sub-Processor List: https://uonyx.com/legal/subprocessors

In the event of any conflict or inconsistency between these Terms and a separately executed Master Service Agreement or Order Form between Uonyx and the Customer, the terms of the Master Service Agreement shall prevail to the extent of the inconsistency.

2. DEFINITIONS

In these Terms, the following defined terms have the meanings set out below. Terms not defined herein have the meanings given to them in the applicable Order Form or Master Service Agreement.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility

The Services are intended for use by business entities and professional users. By registering for the Services, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into a binding contract under applicable law
• If you are registering on behalf of a legal entity, you have the authority to bind that entity to these Terms
• Your use of the Services will comply with all applicable laws and regulations in every jurisdiction in which you operate
• You are not located in, or a resident of, a country subject to a U.S. government embargo or that has been designated a "terrorist supporting" country, and you are not listed on any U.S. government restricted party list

3.2 Account Registration

To access the Services, you must create an Account by providing accurate, current, and complete information as prompted during the registration process. You agree to maintain and promptly update your Account information to ensure it remains accurate and complete at all times.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials, including usernames, passwords, and multi-factor authentication tokens. You must not share your credentials with any individual who is not an Authorised User. You agree to notify Uonyx immediately at security@uonyx.com upon becoming aware of any unauthorized access to or use of your Account. Uonyx will not be liable for any loss or damage arising from unauthorized use of your Account credentials.

3.4 Authorised Users

The Customer is responsible for ensuring that all Authorised Users comply with these Terms. The Customer shall promptly revoke access for any Authorised User who is no longer authorized to use the Services. The Customer is liable for all acts and omissions of its Authorised Users as if they were the acts or omissions of the Customer itself.

4. DESCRIPTION OF SERVICES

4.1 Platform Overview

Uonyx provides a cloud-based, multi-tenant enterprise resource planning (ERP) platform delivered as a software-as-a-service (SaaS) solution. The Platform is accessible via web browser and mobile application interfaces and is designed to help organizations manage business operations across multiple functional domains.

4.2 Platform Modules

Subject to the Customer's Subscription, the Platform includes access to the following functional modules, among others:

• CRM: Customer relationship management tools for tracking leads, opportunities, contacts, and sales pipelines.
• Accounting and Finance: Financial ledger, invoicing, expense management, tax compliance, and financial reporting capabilities.
• HR and Payroll: Human resources management including employee records, leave management, payroll processing, and organizational management.
• Inventory and Procurement: Stock management, purchase order processing, supplier management, and inventory tracking.
• Project and Task Management: Project planning, task assignment, milestone tracking, and resource management tools.
• Customer Support: Helpdesk, ticket management, and customer service workflow tools.
• Analytics and Reporting: Business intelligence dashboards, data visualization, and customizable reporting across all platform modules.
• AI-Powered Automation: Intelligent automation features, workflow optimization, predictive analytics, and AI-assisted operational tools.
• Raven (Communication and Collaboration): An integrated workplace communication and collaboration application providing team messaging, channels, direct messaging, notifications, and internal coordination tools.

The specific modules and features available to the Customer are determined by the applicable Subscription tier and Order Form. Uonyx reserves the right to add, modify, or discontinue features as further described in Section 20.

4.3 APIs and Integrations

Uonyx provides application programming interfaces (APIs) that enable the Customer to integrate the Platform with third-party systems and to build custom applications or workflows. Use of the APIs is subject to these Terms and the API Documentation published at https://docs.uonyx.com.

4.4 Support Services

Uonyx provides technical support to Customers in accordance with the support tier applicable to the Customer's Subscription, as described in the Uonyx Service Level Agreement available at https://uonyx.com/legal/sla. Enterprise-tier support and customer success services are available to customers on qualifying Subscription plans.

5. CUSTOMER RESPONSIBILITIES

5.1 General Obligations

The Customer is responsible for all activities that occur under its Account and the accounts of its Authorised Users. The Customer shall:

• Use the Services only for lawful purposes and in accordance with these Terms, the Documentation, and all applicable laws and regulations
• Ensure that all Authorised Users are informed of and comply with these Terms and any applicable usage policies
• Maintain appropriate security controls over Account credentials, access permissions, and API keys
• Provide accurate and complete Account registration information and promptly update that information as required
• Promptly notify Uonyx of any actual or suspected security incidents, unauthorized access, or misuse of the Services
• Cooperate with Uonyx in the investigation and resolution of security incidents, platform issues, and support requests

5.2 Technical Requirements

The Customer is responsible for procuring and maintaining all hardware, software, internet connectivity, and other infrastructure necessary to access the Services. Uonyx is not responsible for service unavailability arising from the Customer's own connectivity or infrastructure failures.

5.3 Configuration and Administration

The Customer is responsible for the configuration, customization, and administration of its Account, including the management of Authorised User roles and permissions, integration configurations, workflow settings, and data inputs. Uonyx is not responsible for errors, data loss, or service disruptions arising from incorrect configuration by the Customer.

5.4 Data Accuracy

The Customer is solely responsible for the accuracy, quality, integrity, and legality of all Customer Data submitted to the Services. Uonyx does not validate or verify Customer Data and accepts no responsibility for data entered, uploaded, or processed by the Customer or its Authorised Users.

5.5 Compliance

The Customer is responsible for ensuring that its use of the Services, including its use of the HR and Payroll, Healthcare, Lending, and other regulated modules, complies with all applicable laws, regulations, and industry standards in the jurisdictions in which it operates, including without limitation applicable data protection, employment, financial services, and healthcare regulations.

6. ACCEPTABLE USE POLICY

Important: Violation of this Section may result in immediate suspension or termination of access to the Services without prior notice.

6.1 Permitted Use

The Services are licensed for legitimate, lawful business purposes only, in accordance with these Terms and the Documentation. The Customer and its Authorised Users must use the Services in a manner that is consistent with the intended functionality of the Platform.

6.2 Prohibited Activities

The Customer and its Authorised Users must not, under any circumstances:

• Illegal activities: Use the Services to violate any applicable law or regulation, facilitate fraud, money laundering, corruption, or any other criminal activity, or distribute unlawful content.
• Security violations: Attempt to gain unauthorized access to any part of the Services, any Uonyx infrastructure, or the accounts or data of other customers; probe, scan, or test the vulnerability of the Services without prior written authorization; circumvent or disable any security, authentication, or access control measures.
• Platform abuse: Generate excessive API loads, conduct denial-of-service attacks, scrape or harvest data from the Services, reverse engineer or decompile any component of the Platform, or use the Services to develop competing products.
• Malicious code: Upload, transmit, or deploy malware, ransomware, viruses, trojan horses, or any other malicious or harmful code or software through or in connection with the Services.
• Communications abuse: Use the Raven communication module or any messaging, email, or notification functionality within the Services to send spam, phishing communications, unsolicited bulk messages, or fraudulent or misleading communications.
• AI feature misuse: Use AI-powered features within the Platform to generate harmful, illegal, or deceptive content; conduct automated harassment; or use AI capabilities to exploit platform vulnerabilities.
• IP infringement: Upload or transmit content that infringes the Intellectual Property Rights, privacy rights, or other legal rights of Uonyx or any third party.
• Unauthorized sharing: Share Account credentials, sublicense access to the Services, or resell access to the Services to third parties without Uonyx's prior written consent.

6.3 Enforcement

Uonyx may investigate any suspected violation of this Section and may suspend or terminate access to the Services without prior notice if Uonyx determines, in its reasonable discretion, that a violation has occurred or is reasonably suspected. Uonyx may report violations to relevant law enforcement or regulatory authorities where appropriate.

6A. AUTHORISED USER OBLIGATIONS

Who this Section applies to: This Section sets out the specific obligations of individual Authorised Users — employees, contractors, and other individuals who access the Services under a Customer's account. Authorised Users are also subject to the separate End User Terms of Service at https://uonyx.com/legal/user-terms.

6A.1 Direct Obligations of Authorised Users

Each Authorised User who accesses the Services is individually bound by the following obligations, which apply directly to that individual in addition to the obligations imposed on the Customer under Section 5 and the acceptable use requirements of Section 6:

• The Authorised User must use the Services solely for legitimate business purposes as directed by the Customer and in accordance with these Terms and the Documentation
• The Authorised User must not access any account, data, module, or system within the Services for which they have not been expressly authorized by the Customer's account administrator
• The Authorised User must maintain the confidentiality of their individual account credentials and must not share credentials with any other person, including other Authorised Users
• The Authorised User must enable multi-factor authentication where required by the Customer or Uonyx, and is strongly encouraged to do so in all cases
• The Authorised User must report any suspected security incident, unauthorized access, credential compromise, or data exposure immediately to the Customer's administrator and to Uonyx at security@uonyx.com
• The Authorised User must not use the Raven communication module or any messaging, email, notification, or API feature within the Services to transmit spam, harassing communications, malicious code, phishing messages, or any content that is unlawful or prohibited by Section 6
• The Authorised User must not attempt to reverse engineer, decompile, or circumvent any technical security control within the Services

6A.2 Customer Remains Responsible

The obligations imposed on individual Authorised Users in this Section do not relieve the Customer of its own responsibility under these Terms. The Customer is liable for the acts and omissions of its Authorised Users as if those acts and omissions were the acts and omissions of the Customer itself. The Customer must ensure that all Authorised Users are made aware of and comply with these User Obligations and the End User Terms of Service.

6A.3 No Expectation of Personal Privacy in Business Systems

Authorised Users acknowledge that the Services are provisioned by the Customer and are administered business systems. The Customer, as account administrator, may access, monitor, review, export, and delete any content, data, or communications submitted by Authorised Users within the Services, including messages in the Raven communication module, in accordance with applicable law and the Customer's own policies. Authorised Users should not have an expectation of personal privacy with respect to content they submit to the Services through a Customer-managed account.

6A.4 Uonyx's Right to Act Against Individual Users

Notwithstanding the Customer's overarching responsibility, Uonyx reserves the right to suspend or terminate an individual Authorised User's access directly, without notice, where Uonyx determines that the Authorised User has engaged in conduct that poses a security risk, violates these Terms, or is otherwise harmful to the Services or other users. Such action by Uonyx does not limit the Customer's own obligations or any other remedies available to Uonyx.

6A.5 End User Terms of Service

In addition to the obligations in this Section, individual Authorised Users are directed to review and comply with the Uonyx End User Terms of Service, which are published separately at https://uonyx.com/legal/user-terms and provide further guidance specifically addressed to individual platform users. The End User Terms of Service supplement and do not replace the obligations in this Section.

7. USER CONTENT AND CUSTOMER DATA

7.1 Ownership of Customer Data

The Customer retains all right, title, and interest in and to Customer Data. Uonyx does not claim any ownership rights in Customer Data. The Customer grants Uonyx a limited, non-exclusive, royalty-free licence to access, store, process, and transmit Customer Data solely to the extent necessary to provide the Services, perform Uonyx's obligations under these Terms, and comply with applicable law.

7.2 Customer's Responsibility for Customer Data

The Customer represents and warrants that:

• It has all necessary rights, licences, and permissions to submit Customer Data to the Services and to grant Uonyx the licence described in Section 7.1
• The submission, storage, and processing of Customer Data through the Services does not and will not violate the privacy rights, data protection rights, or other legal rights of any third party
• It has a valid legal basis for processing any Personal Data included in Customer Data, in accordance with applicable data protection law

7.3 Uonyx as Data Processor

Where Uonyx processes Personal Data included in Customer Data, Uonyx acts as a data processor on behalf of the Customer. Such processing is governed by the applicable Data Processing Agreement (DPA), which is incorporated into these Terms and supplements the privacy provisions herein. Customers who process Personal Data subject to GDPR or equivalent obligations must execute a DPA with Uonyx prior to uploading any such data.

7.4 Data Portability and Export

Uonyx provides data export functionality that allows the Customer to retrieve Customer Data in standard formats (including CSV, JSON, and via API) during the Subscription term. Upon request prior to or within thirty (30) days of account termination, Uonyx will facilitate the export of Customer Data.

7.5 Deletion of Customer Data

Following termination of the Customer's Subscription and the expiry of any post-termination data retention period specified in the DPA or Order Form, Uonyx will delete Customer Data from its production systems in accordance with the Uonyx Data Deletion Policy available at https://uonyx.com/legal/deletion. Deletion from backup systems will follow the applicable backup purge schedule.

7.6 Aggregated and Anonymized Data

Uonyx may use data derived from Customer Data, provided that such derived data is aggregated, anonymized, or de-identified in a manner that prevents it from being attributed to the Customer or any individual, to improve the Platform, generate industry benchmarks, conduct research and analytics, and develop new features and services. Such use does not constitute a disclosure of Customer Data.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Uonyx IP

All Intellectual Property Rights in and to the Platform, Services, Documentation, software, underlying technology, artificial intelligence models, algorithms, user interface elements, visual design, trademarks, and all improvements, modifications, and derivative works thereof (collectively, "Uonyx IP") are and remain the exclusive property of Uonyx or its licensors. Nothing in these Terms grants the Customer any ownership interest in Uonyx IP.

8.2 Licence Grant

Subject to the Customer's compliance with these Terms and timely payment of all applicable fees, Uonyx grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription term, solely for the Customer's internal business operations and in accordance with these Terms, the Documentation, and the applicable Order Form.

8.3 Restrictions

The Customer must not:

• Copy, reproduce, modify, adapt, translate, or create derivative works based on Uonyx IP without prior written consent
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying technology of the Platform
• Remove, alter, or obscure any proprietary notices, copyright markings, or trademark attributions on or within the Services
• Use Uonyx's trademarks, service marks, logos, or trade names in any manner without prior written consent
• Use the Services to build a product or service that competes with the Platform

8.4 Feedback

If the Customer or any Authorised User provides Feedback to Uonyx, the Customer grants Uonyx an irrevocable, perpetual, worldwide, royalty-free, sublicensable licence to use, incorporate, and commercialize that Feedback in any manner, without obligation of attribution or compensation. The Customer waives any rights it may have in such Feedback to the extent permitted by applicable law.

9. AI AND AUTOMATED FEATURES

9.1 AI Features

The Platform includes AI-powered features and automation tools designed to assist Customers in managing business operations. These features use machine learning models, predictive algorithms, and natural language processing capabilities to provide operational insights, automate workflows, and generate outputs.

9.2 Customer Responsibility for AI Outputs

AI-generated outputs, recommendations, and automated decisions are tools to assist the Customer and are not a substitute for human judgment. The Customer is solely responsible for reviewing, validating, and acting upon any output generated by AI features within the Platform. Uonyx does not warrant the accuracy, completeness, or fitness for any particular purpose of AI-generated outputs.

9.3 No Training on Customer Data

Uonyx does not use Customer Data to train or improve shared or third-party AI or machine learning models without the Customer's explicit prior written consent. Uonyx may use aggregated, anonymized, and non-attributable data derived from platform usage to improve AI capabilities, provided that such data cannot be traced to the Customer or any individual.

9.4 Automated Decision-Making

Where the Platform includes features capable of making automated decisions that may have legal or similarly significant effects on individuals, the Customer is responsible for ensuring that such use complies with applicable data protection law, including any requirements for human oversight of automated decisions under the GDPR or equivalent legislation.

9.5 Acceptable Use of AI Features

The Customer must use AI features only for lawful, legitimate business purposes. The Customer must not use AI features to generate harmful, illegal, discriminatory, or deceptive content, or to engage in activities prohibited under Section 6 of these Terms.

10. THIRD-PARTY INTEGRATIONS

10.1 Available Integrations

The Platform supports integration with third-party applications, services, and platforms to extend its functionality. Such integrations may include accounting platforms, communication tools, payment gateways, and other business applications.

10.2 Customer Responsibility for Third-Party Integrations

The Customer's use of third-party integrations is subject to the terms and conditions and privacy policies of the respective third-party providers. Uonyx does not control third-party services and is not responsible for their availability, functionality, security, or compliance with applicable laws. The Customer assumes all risk associated with enabling and using third-party integrations.

10.3 Data Sharing with Third Parties

When the Customer enables a third-party integration, it authorizes data to be shared with the relevant third-party provider as required for the integration to function. The Customer is responsible for understanding what data will be shared and ensuring that such sharing complies with applicable data protection law and the Customer's own privacy commitments to its end users and employees.

10.4 No Endorsement

The availability of a third-party integration within the Platform does not constitute Uonyx's endorsement, recommendation, or approval of the third-party service or provider. Uonyx accepts no liability for any loss or damage arising from the Customer's use of third-party integrations.

11. FEES AND PAYMENT TERMS

11.1 Fees

The Customer agrees to pay all fees specified in the applicable Order Form or as communicated during the subscription registration process (collectively, "Fees"). All Fees are quoted in U.S. dollars unless otherwise specified in the Order Form.

11.2 Payment Schedule

Fees are due and payable in accordance with the payment schedule specified in the Order Form. Unless otherwise agreed, annual Subscriptions are billed in advance on an annual basis, and monthly Subscriptions are billed in advance on a monthly basis. All invoices are due within thirty (30) days of the invoice date unless a shorter or longer payment period is specified in the Order Form.

11.3 Payment Methods

Uonyx accepts payment by the methods specified during checkout or in the Order Form. All payment card transactions are processed by PCI-DSS-compliant third-party payment processors. Uonyx does not store full payment card information.

11.4 Late Payment

If the Customer fails to pay any amount due by the payment due date, Uonyx reserves the right to: (a) charge interest on the overdue amount at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, accruing from the due date until the date of actual payment; and (b) suspend the Customer's access to the Services upon written notice, in accordance with Section 13.

11.5 Taxes

All Fees are exclusive of applicable taxes, duties, levies, or governmental charges. The Customer is responsible for paying all applicable sales, use, value-added, withholding, and similar taxes imposed by any governmental authority in connection with the Services, except for taxes based on Uonyx's net income. If Uonyx is required to collect taxes on the Customer's behalf, such taxes will be added to the applicable invoice.

11.6 Disputed Invoices

The Customer must notify Uonyx in writing of any good-faith dispute regarding an invoice within fifteen (15) days of receipt. Undisputed portions of an invoice remain due and payable. The parties shall work in good faith to resolve disputed amounts promptly.

11.7 No Refunds

Except as expressly provided in these Terms or required by applicable law, all Fees paid are non-refundable. This includes Fees paid in advance for unused periods of a Subscription following early termination by the Customer.

12. SUBSCRIPTION AND RENEWAL TERMS

12.1 Subscription Term

Each Subscription begins on the start date specified in the Order Form or, if no start date is specified, on the date on which the Customer's Account is activated. The initial Subscription term is as specified in the Order Form (typically one (1) month or one (1) year).

12.2 Automatic Renewal

Unless the Customer provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription term, the Subscription will automatically renew for successive periods of the same duration as the initial Subscription term, at the then-current list price unless otherwise agreed in the Order Form. Uonyx will provide advance notice of any price changes taking effect upon renewal.

12.3 Upgrades and Downgrades

The Customer may upgrade its Subscription to a higher tier at any time, with the additional fees prorated for the remainder of the current Subscription term. Downgrades to a lower tier take effect at the next renewal date. Downgrades may result in reduced functionality or loss of access to certain features or data. Uonyx is not liable for any loss of functionality or data resulting from a Customer-initiated downgrade.

12.4 Free Trials

Uonyx may offer free trial periods for new Customers. Unless the Customer provides written notice of cancellation before the end of the trial period, the Customer's account will automatically convert to a paid Subscription at the applicable list price. Uonyx may modify or discontinue free trial offerings at any time without prior notice.

13. SUSPENSION AND TERMINATION

13.1 Termination by the Customer

The Customer may terminate its Subscription at any time by providing written notice to Uonyx. Unless otherwise specified in the Order Form, termination takes effect at the end of the then-current Subscription term. The Customer will not receive a refund of any prepaid fees except as expressly provided in these Terms.

13.2 Termination by Uonyx for Cause

Uonyx may terminate the Customer's Subscription immediately, with or without prior notice, upon the occurrence of any of the following events:

• The Customer materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice of the breach (or immediately, without cure period, for breaches of Sections 6, 7.2, or 8.3)
• The Customer fails to pay any undisputed Fees that are overdue by more than thirty (30) days
• The Customer becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy, insolvency, or similar proceedings
• Uonyx determines, in its reasonable discretion, that continued provision of Services poses a security, legal, or reputational risk

13.3 Suspension

Uonyx may suspend the Customer's access to the Services, in whole or in part, without prior notice and without liability: (a) to protect the security or integrity of the Services or other customers' data; (b) where the Customer's use is causing or is likely to cause harm to third parties; (c) upon non-payment of overdue Fees; or (d) where required by applicable law. Uonyx will use reasonable efforts to provide advance notice of planned suspension where practicable.

13.4 Effect of Termination

Upon termination of the Subscription: (a) all licences granted under these Terms immediately terminate; (b) the Customer must cease all use of the Services and delete any local copies of Uonyx software or materials; (c) each party will promptly return or destroy confidential information of the other party in accordance with Section 15; and (d) Customer Data will be handled in accordance with Section 7.5. Termination does not affect any rights or liabilities that have accrued prior to the date of termination.

13.5 Survival

The following Sections survive termination of these Terms: Sections 7.5, 7.6, 8.1, 8.4, 11 (with respect to amounts outstanding), 13.4, 13.5, 15, 16, 17, 18, 21, 22, and 23.

14. DATA PRIVACY AND SECURITY

14.1 Privacy Policy

Uonyx's collection and use of personal data in connection with the Services is governed by the Uonyx Privacy Policy, available at https://uonyx.com/legal/privacy. The Privacy Policy is incorporated into these Terms by reference.

14.2 Data Processing

Where the Customer submits Personal Data to the Services, Uonyx processes such data as a data processor on behalf of the Customer, acting as data controller. The terms governing such processing are set out in the Uonyx Data Processing Agreement (DPA). Customers are required to execute a DPA prior to uploading Personal Data subject to GDPR, UK GDPR, or equivalent applicable data protection obligations.

14.3 Security Measures

Uonyx implements and maintains technical and organizational security measures designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction, in accordance with the Uonyx Security Policy at https://uonyx.com/legal/security. These measures include, without limitation, encryption in transit and at rest, access controls, multi-factor authentication, and continuous security monitoring.

14.4 Security Incidents

Uonyx will notify affected Customers of security incidents involving Customer Data in accordance with the Uonyx Security Incident Response Policy and the applicable Data Processing Agreement, and in compliance with applicable breach notification requirements.

14.5 Customer Security Obligations

The Customer is responsible for implementing and maintaining appropriate security practices with respect to its own systems, Authorised User credentials, and the configuration of its Account. The Customer must report any suspected or confirmed security incidents to security@uonyx.com without undue delay.

15. CONFIDENTIALITY

15.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with these Terms, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing: (a) Uonyx IP, the Platform architecture, pricing, roadmap, and security practices constitute Uonyx's Confidential Information; and (b) Customer Data, account information, and business information shared by the Customer constitute the Customer's Confidential Information.

15.2 Obligations

Each Receiving Party agrees to:

• Protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
• Use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms
• Limit access to Confidential Information to those employees, contractors, and service providers who need access for the foregoing purpose and who are bound by confidentiality obligations at least as protective as those in this Section

15.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is received from a third party without restriction on disclosure.

15.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that it provides the Disclosing Party with reasonable prior notice to enable it to seek a protective order, and cooperates with reasonable efforts to limit the scope of the disclosure.

16. DISCLAIMERS

Important: Please read this Section carefully as it significantly limits Uonyx's liability.

16.1 No Warranty

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UONYX EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

16.2 Specific Disclaimer

WITHOUT LIMITING THE FOREGOING, UONYX DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF BUGS OR DEFECTS; (C) ANY ERRORS IN THE SERVICES WILL BE CORRECTED WITHIN ANY PARTICULAR TIMEFRAME; (D) AI-GENERATED OUTPUTS, RECOMMENDATIONS, OR AUTOMATED DECISIONS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; OR (E) THE SERVICES WILL OPERATE IN COMBINATION WITH THE CUSTOMER'S SYSTEMS, THIRD-PARTY SOFTWARE, OR INTEGRATIONS WITHOUT COMPATIBILITY ISSUES.

16.3 Third-Party Services

UONYX EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY IN RESPECT OF THIRD-PARTY SERVICES, INTEGRATIONS, AND CONTENT ACCESSIBLE THROUGH OR IN CONNECTION WITH THE PLATFORM. THE AVAILABILITY OF A THIRD-PARTY INTEGRATION WITHIN THE PLATFORM DOES NOT CONSTITUTE AN ENDORSEMENT BY UONYX OF THAT THIRD-PARTY SERVICE.

17. LIMITATION OF LIABILITY

17.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF UONYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Cap on Aggregate Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UONYX'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE NATURE OF THE CLAIM OR THE FORM OF THE ACTION, WILL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO UONYX DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

17.3 Exceptions

The limitations in Sections 17.1 and 17.2 do not apply to: (a) the Customer's payment obligations under Section 11; (b) either party's obligations of confidentiality under Section 15; (c) either party's indemnification obligations under Section 18; (d) damages arising from the Customer's violation of Uonyx's Intellectual Property Rights under Section 8; or (e) any liability that cannot be excluded or limited by applicable law.

17.4 Basis of the Bargain

The parties acknowledge that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the commercial agreement between the parties. Uonyx would not have provided the Services on the terms set out in these Terms without these limitations.

18. INDEMNIFICATION

18.1 Customer Indemnification

The Customer agrees to defend, indemnify, and hold harmless Uonyx and its officers, directors, employees, contractors, and agents (collectively, "Uonyx Indemnitees") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) ("Claims") arising out of or relating to:

• The Customer's or its Authorised Users' use of the Services in breach of these Terms
• The Customer's or its Authorised Users' violation of any applicable law or regulation
• Customer Data, including any claim that Customer Data infringes the rights of a third party or that the Customer lacked the right to submit Customer Data to the Services
• The Customer's configuration, customization, or administration of the Services
• The Customer's use of third-party integrations in connection with the Services

18.2 Uonyx Indemnification

Uonyx agrees to defend, indemnify, and hold harmless the Customer and its officers, directors, and employees from and against any third-party Claims alleging that the Platform, as used by the Customer in accordance with these Terms, infringes a third party's Intellectual Property Rights. This obligation does not apply where the alleged infringement arises from: (a) Customer Data; (b) modifications to the Platform made by or on behalf of the Customer; (c) combination of the Platform with third-party products not approved by Uonyx; or (d) use of the Platform after Uonyx has notified the Customer of a required modification to avoid infringement.

18.3 Indemnification Procedure

The party seeking indemnification (the "Indemnified Party") must: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of any Claim; (b) grant the Indemnifying Party sole control of the defense and settlement of the Claim; and (c) provide reasonable cooperation at the Indemnifying Party's expense. The Indemnifying Party may not settle any Claim in a manner that imposes obligations or liability on the Indemnified Party without the Indemnified Party's prior written consent.

19. SERVICE AVAILABILITY

Uonyx's commitments regarding service availability, uptime, incident response, and service credits are set out in the Uonyx Service Level Agreement (SLA), available at https://uonyx.com/legal/sla. The SLA forms part of these Terms and is incorporated herein by reference.

Uonyx will use commercially reasonable efforts to maintain the availability of the Services in accordance with the commitments in the SLA. Planned and emergency maintenance may result in temporary service interruptions. Uonyx will provide advance notice of scheduled maintenance where practicable in accordance with the SLA.

The Customer acknowledges that the Services are delivered over the internet and that service availability may be affected by factors outside Uonyx's reasonable control, including internet connectivity failures, force majeure events, and acts of third parties.

20. CHANGES TO THE SERVICES

20.1 Platform Updates

Uonyx continuously develops and improves the Platform. Uonyx reserves the right to update, modify, add, or remove features, modules, or functionality of the Services from time to time. Uonyx will use reasonable efforts to provide advance notice of material changes through the platform or by email.

20.2 Deprecation of Features

Where Uonyx plans to discontinue a material feature or module, it will provide at least ninety (90) days' written notice to affected Customers, except where earlier discontinuation is required for security, legal, or regulatory reasons.

20.3 No Obligation to Maintain Legacy Features

Uonyx is not obligated to maintain legacy features, deprecated APIs, or older platform versions unless expressly agreed in an Order Form. The Customer is responsible for updating its integrations and workflows in accordance with Uonyx's published deprecation schedule.

21. GOVERNING LAW

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Subject to Section 22, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California, for the resolution of any disputes that cannot be resolved through arbitration.

22. DISPUTE RESOLUTION

22.1 Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute"), the parties agree to first attempt to resolve the Dispute informally. Either party may initiate the informal resolution process by providing written notice to the other party describing the Dispute in reasonable detail. The parties agree to engage in good-faith negotiations for a period of at least thirty (30) days from receipt of such notice before initiating formal proceedings.

22.2 Binding Arbitration

If the parties are unable to resolve a Dispute through informal negotiation, the Dispute shall be finally resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its then-current rules for commercial disputes. The arbitration shall be conducted in English, seated in Orange County, California. The decision of the arbitrator shall be final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction.

22.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER AND UONYX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

22.4 Exceptions

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including in respect of actual or threatened misappropriation of trade secrets or Intellectual Property Rights, without being required to first engage in the informal resolution process or arbitration described in this Section.

23. EXPORT COMPLIANCE

The Services and any underlying technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce Bureau of Industry and Security, and economic sanctions administered by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC).

The Customer represents and warrants that it will not, directly or indirectly, export, re-export, transfer, or release the Services, any technical data derived therefrom, or any direct product thereof to any destination, person, entity, or use that is: (a) subject to U.S. export controls or economic sanctions; (b) listed on any U.S. government restricted party list, including the Specially Designated Nationals and Blocked Persons List (SDN List) maintained by OFAC; or (c) located in or a resident of a country or region subject to comprehensive U.S. sanctions.

The Customer is solely responsible for ensuring its use of the Services complies with applicable export control laws and sanctions regulations.

24. CHANGES TO THESE TERMS

Uonyx reserves the right to modify these Terms at any time. When we make changes, we will publish the updated Terms at https://uonyx.com/legal/terms with a revised effective date. Where changes are material, Uonyx will provide advance notice to Customers by email or through an in-platform notification, with at least thirty (30) days' notice before the changes take effect.

The Customer's continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms. If the Customer does not agree to the updated Terms, it must stop using the Services and notify Uonyx at legal@uonyx.com. Where changes to these Terms materially and adversely affect the Customer's rights, and the Customer provides notice of non-acceptance within thirty (30) days of the effective date, the parties will negotiate in good faith to reach a mutually acceptable resolution.

25. GENERAL PROVISIONS

25.1 Entire Agreement

These Terms, together with all incorporated policies, any applicable Order Form, and any executed Master Service Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, representations, warranties, agreements, and understandings between the parties.

25.2 Order of Precedence

In the event of any conflict or inconsistency between these Terms and the documents incorporated herein, the order of precedence shall be: (1) the Master Service Agreement (if any); (2) the applicable Order Form; (3) the Data Processing Agreement (with respect to personal data processing); (4) these Terms; and (5) incorporated policies.

25.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remainder of these Terms will continue in full force and effect.

25.4 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms will constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy will preclude any other or further exercise of that right or remedy.

25.5 Assignment

The Customer may not assign or transfer any rights or obligations under these Terms without Uonyx's prior written consent. Uonyx may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms.

25.6 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms to the extent caused by circumstances beyond that party's reasonable control, including natural disasters, acts of God, war, terrorism, pandemic, widespread internet outages, or government actions. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact of the force majeure event.

25.7 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties.

25.8 Notices

All legal notices under these Terms must be provided in writing to legal@uonyx.com (for notices to Uonyx) or to the email address associated with the Customer's Account (for notices to the Customer). Notices sent by email are deemed received when sent, unless the sender receives an automated delivery failure notification.

26. CONTACT INFORMATION

For all enquiries relating to these Terms of Use, please use the contact details below.