Professional Terms

§0 How OYNYX™ PartnerConnect launches: two stages

PartnerConnect launches in Stage 1 (coordination) and is planned to move to Stage 2 (full managed network) within about one to two years of launch. OYNYX will email every active Professional at least 30 days before Stage 2 takes effect (Section 25). Until then, only the Stage 1 terms below apply to you.

Stage 1 — Coordination (from launch)

In Stage 1 you work for a Client who chose you. The Client selects you, agrees your price with you, and pays you directly. OYNYX sends you the Client’s job through a secure link, tracks its status, reminds you of due dates, collects your proof of completion, keeps the Client’s customer informed, and records the Client’s rating. OYNYX does not verify, match, pay or supervise you, and your agreement for the work is with the Client.

How you accept. In Stage 1 you accept these terms the first time you accept a job through a PartnerConnect job link. These terms are presented or linked on the job link itself, before you accept, and accepting the job is an affirmative act of acceptance under the federal E-SIGN Act and state UETA. OYNYX records the acceptance — the version of these terms shown, the timestamp, and the job reference — on the job record. No verification or account is required in Stage 1.

Where a Stage 1 section mentions matching, verification, the network standard or payment by OYNYX, that part applies only from Stage 2.

Stage 2 — Full managed network (planned within about 1–2 years)

When Stage 2 takes effect, OYNYX runs a curated network of verified Professionals: it verifies you, matches you to Client jobs, pays your invoice in full, and enforces the network standard, and every section of these Professional Terms applies. To take Stage 2 jobs you will complete verification and onboarding training (Section 3).

Moving to Stage 2 is not automatic. Stage 1 acceptance does not carry you into Stage 2. Before you may take a Stage 2 job you must complete verification and onboarding training (Section 3) and accept these terms again in their Stage 2 form, through the recorded click-through described there. Until you do, only the Stage 1 sections in the table above apply to you.

§1 What these terms cover

These OYNYX™ PartnerConnect Professional Terms ("Professional Terms") govern your participation as a Professional on the PartnerConnect network operated by OYNYX Managed Services LLC, a Texas limited liability company ("OYNYX," "we," "us," "our").

In these Terms, "Professional" or "you" refers to the individual or business entity that applies to, is verified for, and participates in the PartnerConnect network. "Client" refers to a business that engages OYNYX under a Master Service Agreement ("MSA") or Statement of Work ("SOW") and uses PartnerConnect to post jobs.

By completing the verification process and accepting these Professional Terms through the electronic acceptance mechanism described in Section 3, you agree to be bound by them. If you are accepting on behalf of a business entity, you represent that you have authority to bind that entity.

These Professional Terms are separate from the OYNYX Terms of Service, which govern the relationship between OYNYX and its Clients. You are not a party to the Client's agreement with OYNYX. For information about how OYNYX handles your personal data, see the OYNYX Privacy Policy.

§2 The network

PartnerConnect is a managed professional network. OYNYX matches verified Professionals with Client jobs based on service type, location, availability, licensing, insurance, and performance history. Matching is based on fit — no pay-for-position, no bidding. The network is curated, not open: OYNYX controls admission, verification standards, and quality enforcement.

You are an independent professional on the network, not an employee of OYNYX. OYNYX does not direct or control how you perform the work. You supply your own tools, equipment, and expertise. You maintain your own insurance and licensing. You set your own rates. The relationship between you and OYNYX is that of an independent contractor to a platform operator.

Excluded service types

PartnerConnect does not accept vendors whose work involves referring the Client's customer to a regulated third-party service — including but not limited to title companies, mortgage brokers, laboratories, pharmacies, and financial planners. These exclusions exist because referral-fee and kickback regulations (including RESPA) create compliance risks that the managed-service model does not resolve. If your service type falls into an excluded category, your application will be denied with an explanation of the restriction.

§3 Joining the network — verification

To join the PartnerConnect network, you must complete the verification process. Verification includes:

Identity verification. Confirmation of your legal identity (individual or business entity).

Insurance. Current general liability insurance at or above the minimum coverage amount for your service type, as defined in the PartnerConnect Insurance Schedule (available at [URL]). Workers' compensation insurance is required where applicable by law. You must provide proof of coverage, including policy numbers, coverage amounts, and expiration dates.

Licensing. Current, valid professional licenses required for the services you offer, as applicable in your jurisdiction.

Service area. The geographic area(s) where you are available to perform work.

Background check. Where required by the service type or jurisdiction, a background check conducted by OYNYX or a third-party background check provider. Background check consent is obtained through a separate, standalone authorization form — not through acceptance of these Professional Terms. The separate authorization discloses the nature of the check, the provider, and your rights under the Fair Credit Reporting Act (FCRA), including your right to dispute inaccurate information.

Rates. Your rates for each service type you offer.

Tax documentation. A current, correctly completed IRS Form W-9, giving your legal name or business name, entity type and taxpayer identification number. Both individuals and business entities may join the network, and the Form W-9 is required either way. OYNYX uses it to pay you and to issue your annual 1099-NEC (Section 11), and cannot release payment without it.

Onboarding training. Completion of PartnerConnect onboarding training on the network standard: accepting jobs, arriving and communicating on time, proof of completion, scoped messaging, confidentiality, and the conduct rules in Section 22. Your profile does not go live until training is complete.

OYNYX may request additional documentation as needed. Verification is not a one-time event — you must maintain current documentation throughout your participation on the network. See Section 5.

OYNYX reserves the right to deny admission for any reason, including insufficient documentation, unverifiable credentials, excluded service types (Section 2), or service areas where the network has no current demand.

How you accept these terms

Acceptance is through a recorded electronic click-through during the onboarding process. You will be presented with these Professional Terms and asked to confirm acceptance before your verification is finalized and your profile goes live. The background check authorization (where applicable) is a separate click-through with its own disclosure, as required by the FCRA.

§4 Your profile

Once verified, your profile is visible to Clients through the PartnerConnect network. Your profile includes your service types, service area, availability, verification badges, ratings, and a professional summary you provide.

You are responsible for keeping your profile accurate and current. Inaccurate profile information (overstated qualifications, outdated service areas, rates that don't match your invoices) is a quality lapse under Section 14.

You may update your profile at any time through the Professional portal. Changes to service types, service area, and rates take effect immediately. Changes to verification documents (insurance, licensing, Form W-9) are subject to OYNYX review before the updated badge is displayed.

§5 Keeping your verification current

Your verification documents have expiration dates. You are responsible for renewing them before they expire. OYNYX sends proactive alerts at 30, 14, and 7 days before any document expires.

If a document lapses

Your profile is automatically hidden from matching. You will not receive new job matches until the document is renewed. Jobs already in progress are not affected — you must complete any accepted work. Once you upload the renewed document and OYNYX verifies it, your profile is restored to matching.

Hiding is automatic and immediate. There is no grace period. This protects Clients, protects you, and protects the network's trust.

§6 Referred and preferred vendors

A Client may refer you to the PartnerConnect network — submitting your contact information and service type through their workspace. If you were referred by a Client, OYNYX will tell you which Client referred you during the onboarding process.

Same verification standard. Referred Professionals go through the same verification as every other Professional on the network. The Client cannot bypass verification on your behalf. There are no shortcuts because a Client referred you.

Preferred vendor status. Once verified, the referring Client may mark you as their "preferred" Professional for a service type. When that Client posts a job in your service type, you are offered the job first — before the broader matching engine runs. If you decline or are unavailable, the job goes to the full network.

What preferred status means and doesn't mean: It means one Client's jobs come to you first. It does not affect your network-wide matching, your rating, or your access to other Clients' jobs. It does not guarantee any volume of work from the referring Client. Preferred status can be removed by the Client at any time.

If you joined the network specifically because a Client referred you, your expectations about job volume should be based on your profile's fit with the broader network, not solely on the referring Client's jobs.

§7 Receiving and accepting jobs

When a Client posts a job that matches your service type, location, availability, and qualifications, the job appears in your job inbox. You are not browsing a job board — jobs are matched to you based on fit.

Response window. You must accept or decline a matched job within the response window defined by the job (typically 24–48 hours). Jobs not responded to within the window expire and return to the matching pool.

No penalty for declining. You may decline any matched job for any reason. Declining does not affect your rating or matching priority.

Acceptance is a commitment. When you accept a job, you are committing to complete it within the agreed timeline and to the agreed scope. If you cannot complete an accepted job, you must notify OYNYX immediately so the job can be reassigned.

§8 Availability management

You are responsible for maintaining accurate availability in your Professional portal. This means keeping your availability calendar current, setting honest capacity limits (concurrent job limits), and blocking dates when you are unavailable.

Why accuracy matters: Matching relies on your stated availability. If your availability says you're open and a Client's job matches you, the Client expects you to be available. Accepting a job and then not showing up — or consistently showing as available when you're not — erodes the network's trust.

No-shows and unreliability

A no-show is defined as: you accepted a job, confirmed the timeline, and did not arrive, did not perform the work, and did not notify OYNYX or the Client in advance. A no-show, or accepting and then cancelling jobs, is a quality lapse under Section 14: retraining once, and permanent removal if any issue comes up after that.

§9 Performing the work

You are responsible for performing the work to the standard expected by the Client and the network. This means completing the work within the agreed timeline, meeting the scope and requirements defined in the job posting, updating the job status as you progress (accepted → in progress → completed), communicating with the Client through the scoped messaging system for questions or issues, and complying with all applicable laws, regulations, and licensing requirements.

OYNYX does not direct or supervise the work itself. You use your own judgment, methods, tools, and expertise. The quality of the work is your responsibility.

§10 Proof of completion

When you complete a job, you must submit proof of completion through the Professional portal. The required proof format is defined per service type and shown to you when you accept the job. Proof may include photographs, documents, timestamps, completion notes, or other evidence that the scope was met.

The Client reviews the proof and may accept it or flag it as incomplete. If flagged, you are notified with the specific issue and may resubmit. Proof becomes part of the permanent job record.

Do not submit fabricated, recycled, or misleading proof. Fraudulent proof submissions result in immediate, permanent removal from the network (Section 14).

§11 Payment

You invoice your rate. You are paid your rate.

You are paid your agreed rate in full. Nothing is deducted. No network fee is subtracted. The amount you invoice is the amount you receive.

OYNYX owes you this money itself. You are engaged by OYNYX as an independent contractor to OYNYX, on OYNYX’s own account, and OYNYX pays you from its own funds. OYNYX separately sells a service to its Client and is paid by that Client for it. Your right to be paid does not depend on whether, or when, that Client pays OYNYX. OYNYX does not hold money for you, and no Client payment is passed through to you.

You are paid when the work is done and approved. One payment, on one milestone: the job is completed, your proof of completion is submitted, and that proof is accepted. Nothing is due before then, and nothing is deducted when it is. You submit a single invoice for the job from your portal once proof is accepted.

Materials and up-front costs. Where a job needs materials, parts or other up-front outlay, you have two options and you choose before you accept the job. Buy them yourself and be reimbursed at cost on production of a receipt, paid with your job payment. Or request resource funding from OYNYX through the job record: state what is needed and the expected cost, and if OYNYX approves it, OYNYX either procures the materials directly or advances the approved amount before you start. You are never required to fund a job out of your own pocket to take it. Approved funding is reconciled against receipts on completion; anything advanced and not spent is returned, and materials OYNYX or the Client has paid for belong to the Client.

OYNYX separately invoices the Client for the service cost, which is your rate plus OYNYX's managed-service markup. You do not see the Client's invoice. The Client does not see your invoice. The two transactions are separate.

Fees, Invoicing, and Payment Structure

Professional shall be compensated for services rendered within the OYNYX PartnerConnect Network at the flat rate or milestone fee explicitly agreed upon in the applicable job record (the “Vendor Work Order”). Professional acknowledges that all clients within the network are clients of OYNYX, and Professional shall look solely to OYNYX — not the Client — for payment of services.

(a) Payout Cadence. Subject to the successful completion of the milestones and Client validation of work, OYNYX shall distribute payments to the Professional via its corporate accounts-payable processing system. You set up a payee account on that system to receive payment: the account is free to you, you control the bank details on it, and payment is deposited into your own bank account. Setting it up is part of onboarding (Section 3), and payment cannot be released until it exists. The system is a payment rail, not a place where money is held for you or for a Client. OYNYX may change the processing system it uses; the current provider is named in the sub-processor list in the OYNYX Privacy Policy §5. You are responsible for keeping your payment method and payee details accurate and current in your Professional portal account settings.

(b) Independent Pricing. Professional explicitly acknowledges that OYNYX retains sole and absolute discretion over the gross pricing charged to retail clients for network services. OYNYX is under no obligation to disclose its corporate platform margins, markups, or client contract structures to the Professional.

Payment timing. Your payment is released within 5 business days of your proof of completion being accepted, provided a current Form W-9 is on file (see below). Proof is treated as accepted if the Client raises no issue within three business days of you submitting it, so a Client who does not respond does not hold up your payment. If the Client raises an issue with the work or the proof within that period, payment is held until the review in Section 16 is resolved. Any resource funding approved under this Section is released before you start work and is not affected by a later dispute about the work.

If a job is cancelled. Before you accept a job, nothing is due to you. If the Client cancels after you accept but before you have travelled, started work, or bought non-returnable materials, nothing is due unless the cancellation falls inside the notice period — in which case you receive the reservation fee shown in your profile, and you return any unspent resource funding. If the Client cancels after you have travelled, started work, or bought non-returnable materials, you are paid for the time you verifiably worked and the materials you supplied, on the same timetable as a final payment. Materials the Client has paid for belong to the Client.

The cancellation rate. Time on a cancelled job is paid at $100 per hour, rounded up to the nearest whole hour, with a one-hour minimum wherever you travelled, started work, or held the slot within the notice period. This rate applies to cancelled work only; completed work is paid at your own agreed rate for the job. Non-returnable materials are reimbursed at cost on receipt.

If you cancel or cannot complete. You are paid for work you verifiably performed, and the remainder of the job is re-matched. Cancelling after acceptance, not attending, or abandoning a job is a quality event under Section 14, and repeated instances are treated accordingly.

Invoice requirements. Your invoice must include: your legal name or business name, the job reference number, the service performed, the agreed rate, and your payment details. OYNYX may reject invoices that are incomplete or that do not match the agreed rate for the job.

Form W-9. OYNYX cannot pay you until a current, correctly completed IRS Form W-9 is on file, whether you are an individual or a business entity. You provide it at verification (Section 3) and you must give OYNYX an updated Form W-9 within 30 days if your name, business name, entity type or taxpayer identification number changes. If the form is missing, out of date or does not match IRS records, payment is held until it is corrected — this is the only reason OYNYX will hold payment for completed and approved work, and it is within your control to clear.

Tax obligations. You are responsible for your own tax obligations. OYNYX will issue a 1099-NEC (or applicable tax form) for payments exceeding the IRS reporting threshold in a calendar year. OYNYX does not withhold taxes from your payments. You are responsible for reporting and paying all applicable federal, state, and local taxes.

§12 Ratings and reputation

After each completed job, the Client rates you on three dimensions: quality, timeliness, and professionalism. Each dimension is scored on a 1–5 scale.

Ratings are permanent, cumulative, and visible on your profile. They factor into future matching — higher-rated Professionals are matched more frequently with higher-quality Clients. You can view your ratings, per-dimension breakdown, trend, and network average comparison in your performance dashboard.

You may also rate Clients. Client ratings are bidirectional and help the network maintain quality on both sides.

Written feedback. Clients may leave written feedback alongside their rating. Feedback is visible to you in your performance dashboard. Whether feedback is attributed to a specific Client or anonymized is at the Client's discretion.

Rating disputes

If you believe a rating is unfair, you may flag it for review by contacting OYNYX at legal@oynyx.com. OYNYX will review the job record, the proof, and the communication log. Ratings are not removed for disagreement on quality — they are removed only if the review reveals a factual error, a violation of the rating rules, or retaliatory conduct by the Client.

If a rating is removed, your cumulative score and per-dimension averages are recalculated to exclude the removed rating. Your trend data updates accordingly.

§13 Automated systems and AI

PartnerConnect uses automated systems, including artificial intelligence, in the following areas of the network:

Matching. The matching engine uses AI to rank Professionals for each job based on service type, location, availability, qualifications, and historical performance. Higher-rated Professionals with stronger track records are matched more frequently. The AI learns from completed jobs — the more jobs that flow through the network, the more refined the matching becomes.

Quality prediction. The system monitors performance trends and may flag when a Professional's metrics are declining — for example, a dropping on-time rate or a declining quality score — before it becomes a quality lapse under Section 14. These flags are informational and are reviewed by a human before any action is taken.

Proof review. Submitted proof of completion may be screened by automated systems for authenticity — detecting recycled photographs, timestamp inconsistencies, or templated completion notes. Flagged submissions are reviewed by a human before any action is taken.

Verification monitoring. Automated alerts for expiring documents, cross-referencing of licensing data against public databases, and compliance monitoring are AI-assisted.

Your rights regarding automated decisions. No automated system makes a final decision that removes you from the network, suspends your profile, or withholds your payment without human review. If you believe an automated decision has materially affected your matching, your quality score, or your standing on the network, you may request an explanation and a human review by contacting legal@oynyx.com. OYNYX will respond within 45 days.

§14 Quality enforcement

OYNYX holds every Professional on the network to one standard. You are an independent contractor, and there is no warning process. Enforcement works in three ways:

1 — Training at onboarding. Every Professional completes onboarding training on the network standard before their profile goes live (Section 3).

2 — Retraining, once. If a quality lapse is identified, you are notified of the specific issue, with the data: which jobs, which ratings, which metric. Quality lapses include late completions, a no-show, proof flagged as incomplete, a declining rating trend, a Client complaint, or inaccurate profile information. (A lapsed verification document is handled under Section 5: your profile is hidden until the document is renewed.) You are not matched to new jobs until you have completed retraining on that issue. Retraining is given once.

3 — Permanent removal. If any quality issue comes up after your retraining, you are permanently removed from the network.

Immediate permanent removal, without notice or retraining. The following result in immediate, permanent removal:

• Fraud, including fabricated, recycled or misleading proof of completion.
• Falsified credentials, insurance or licensing.
• A safety incident.
• Circumventing the platform to arrange work directly with a Client you met through PartnerConnect (Section 22).
• A breach of confidentiality (Section 17).
• Verified misconduct.

What permanent removal means. Your profile is deactivated and you may not reapply or rejoin the network, including under another name, business entity or account. OYNYX enforces this by cross-referencing the taxpayer identification number on the Form W-9 collected at verification (Section 3), so a new entity over the same TIN is identified at onboarding. Pending payments for completed work are honored regardless of the reason for removal. Every removal is decided by a person, never by an automated system alone (Section 13).

Why there is no cure period, and why that is consistent with your status. An independent contractor engagement carries no progressive-discipline obligation. Removal for fraud, falsified credentials, a safety incident or a confidentiality breach is the enforcement of a published network standard against an objective, verifiable event — it is not the management of an employee. Retraining, where it applies, is offered once as a quality remedy and is not a disciplinary step.

§15 Scoped messaging

All communication between you and a Client regarding a specific job takes place through the PartnerConnect scoped messaging system. Messages are attached to the job record, not to a general conversation.

What you should know about scoped messages:

Messages are logged, timestamped, and part of the permanent job record. They are searchable by OYNYX and may be reviewed as part of quality enforcement (Section 14) or dispute resolution (Section 16). Message content should be professional, relevant to the job, and within the scope of the work. Messages are archived (read-only) after the job is completed and payment is settled.

Do not use scoped messaging to solicit Clients for work outside the platform, share personal contact information to bypass the network, make statements unrelated to the job, or communicate in a harassing, threatening, or unprofessional manner. Violations are subject to quality enforcement.

§16 Disputes about the work

Disputes between you and a Client about the work itself — scope disagreements, quality disputes, damage claims, incomplete work — are handled as follows:

Step 1 — Scoped messaging. You and the Client attempt to resolve the issue directly through the scoped messaging system attached to the job. This conversation is logged and becomes part of the job record.

Step 2 — OYNYX review. If the issue is not resolved through messaging, either party may request OYNYX review. OYNYX will examine the job record, the proof of completion, the scoped messages, and the rating. OYNYX acts as a reviewer, not as an arbitrator — OYNYX may recommend a resolution but does not have authority to compel either party.

Step 3 — Payment hold. If a work dispute is active, payment for the disputed job may be held until resolution. Undisputed portions of completed work, and any resource funding already advanced to you for materials, are not held. A dispute must be raised within three business days of your proof being submitted; after that, proof is treated as accepted and payment is released (Section 11).

Step 4 — Resolution outcomes. Possible outcomes include: the Client accepts the work and payment is released, the Professional performs corrective work and resubmits proof, the job is cancelled by mutual agreement, or the matter is escalated to the dispute resolution process in Section 24 (between you and OYNYX) or resolved directly between you and the Client outside the platform for claims OYNYX cannot resolve (such as property damage).

OYNYX is not liable for the work you perform. For property damage, personal injury, or other claims arising from the work, the Client's recourse is against you (and your insurance), not against OYNYX.

§17 Confidentiality

When you are matched with a Client's job, you receive job details necessary to perform the work (service type, location, timeline, requirements, and limited contact information). You do not receive the Client's full account data, business records, or end customer information beyond what is needed for the specific job.

You agree to: keep all Client job details and end customer information confidential, use Client and end customer information only for the purpose of completing the job, not disclose Client or end customer information to any third party, not contact end customers outside the scope of the job, and delete or return any Client or end customer information in your possession after the job is completed and settled.

Breach of confidentiality results in immediate, permanent removal from the network (Section 14).

§18 Your data

OYNYX collects and holds the following data about you: profile information (name, business name, contact details, service types, service area, rates, professional summary), verification documents (insurance, licensing, identity, background check results), tax documentation (Form W-9, taxpayer identification number, 1099-NEC records), job history (jobs matched, accepted, completed, ratings received), invoice and payment records, performance metrics (ratings, on-time rate, completion rate), and communication records (scoped messages with Clients, communications with OYNYX).

How your data is used: To operate your profile on the network, match you with jobs, process payments, maintain verification, measure performance, and enforce quality standards.

Third-party providers: Verification may involve third-party providers, including background check services. These providers process your personal data as sub-processors of OYNYX. The current list of sub-processors is available in the OYNYX Privacy Policy §5.

Your rights: You may request access to, correction of, or deletion of your personal information, subject to legal retention requirements (particularly tax records, which are retained for seven years). To exercise your rights, contact privacy@oynyx.com. See the OYNYX Privacy Policy for the full description of your rights, including the appeal process.

Anonymized data. OYNYX may use anonymized, aggregated data (from which no individual Professional can be identified) to improve matching algorithms and develop network benchmarks. No individually identifiable data is used without your consent.

§19 Intellectual property

Your work product. The work you perform for a Client belongs to the Client, not to OYNYX. OYNYX does not claim ownership of your work product.

Your profile content. The professional summary, portfolio samples, and other content you upload to your profile belongs to you. OYNYX has a license to display it on the network for the purpose of matching you with Clients. This license ends when you leave the network and your profile is deactivated.

The OYNYX platform. The PartnerConnect network, the Professional portal, the matching engine, and all associated software are the intellectual property of OYNYX. Your right to use the portal is a license granted under these Professional Terms, not a transfer of ownership.

§20 Insurance and liability

You are responsible for maintaining insurance coverage at or above the minimums defined in the PartnerConnect Insurance Schedule for your service type. The Insurance Schedule is available at [URL] and may be updated from time to time. At minimum, all Professionals must carry general liability insurance of no less than $1,000,000 per occurrence unless the Insurance Schedule specifies a different amount for your service type.

You are responsible for any damage, injury, or loss resulting from your work. OYNYX is not liable for the work you perform.

You agree to indemnify and hold harmless OYNYX from any claims, damages, or expenses arising from your work, your negligence, your breach of these Professional Terms, or your violation of applicable law.

OYNYX's total liability to you for any claim arising from or related to the network is limited to the total payments made to you by OYNYX in the 12 months preceding the claim.

§21 Leaving the network

Voluntary — temporary deactivation

You may temporarily deactivate your profile (hide from matching) at any time through your account settings. Deactivation takes effect immediately. You may reactivate at any time, provided your verification documents are current.

Voluntary — permanent departure

You may permanently leave the network at any time by notifying OYNYX. You must complete any accepted jobs in progress before departure. Your profile is deactivated and hidden. Your data is retained for 90 days to allow for any outstanding payments or disputes, after which it is deleted except for records required for tax compliance (retained for seven years). Performance data (ratings, completion history) may be retained in anonymized, aggregated form.

Involuntary — removal

OYNYX may remove you under Section 14. Every removal is permanent, with no reapplication. Pending payments for completed work are honored regardless of the reason for removal.

§22 Acceptable use

You may not use the PartnerConnect network to: misrepresent your qualifications, experience, licensing, or insurance status, submit fraudulent, fabricated, or recycled proof of completion, manipulate ratings (reciprocal inflated ratings, retaliatory ratings, ratings from connected accounts), contact end customers outside the scope of the job for solicitation, marketing, or any purpose unrelated to the assigned work, circumvent the platform to arrange jobs directly with Clients you met through PartnerConnect bypassing the network, share your portal login with any other person, or use information obtained through the network for any purpose other than completing assigned work.

Violation of this section may result in immediate, permanent removal from the network (Section 14).

This restriction runs on both sides. The obligation above binds you. The matching obligation on the Client — not to engage a Professional it met through PartnerConnect outside the network — sits in the Client’s own agreement with OYNYX, with a fee recovery attached. You are paid your full rate either way, so nothing here is designed to keep work from you; it protects the arrangement that brought you the job. And it ends when OYNYX has been paid for the introduction: if that Client pays OYNYX the recovery due under its own agreement in respect of you, your restriction towards that Client falls away and you are free to work for them directly. OYNYX will tell you in writing when that happens.

§23 Warranty disclaimer

OYNYX provides the network on an "as is" and "as available" basis. OYNYX does not guarantee a minimum number of job matches, a minimum volume of work, or a minimum income from the network. Job availability depends on Client demand, your qualifications, your location, your availability, and your performance history.

OYNYX does not warrant that the portal will be uninterrupted or error-free.

§24 Dispute resolution (with OYNYX)

These Professional Terms are governed by the laws of the State of Texas, without regard to conflict-of-law provisions.

Any dispute arising from these Professional Terms or the network will first be addressed through good-faith negotiation for a period of 30 days. If not resolved, the dispute will be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Harris County, Texas. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Who pays for the arbitration. OYNYX pays the AAA administrative fees and the arbitrator’s fees for any arbitration it brings, and for any arbitration you bring except the share a filing party would ordinarily pay under the AAA Commercial Rules, which OYNYX will also advance on request. Each party bears its own attorney fees, whatever the outcome. This replaces the prevailing-party fee rule: cost is not a reason for a Professional to be unable to bring a claim.

Time limit on claims. No claim arising out of or relating to these Professional Terms may be brought more than two (2) years after the claim accrued. Two years is the shortest period Texas allows — Texas Civil Practice and Remedies Code §16.070 voids any contractual time bar under two years — and it runs both ways.

Class actions. Each party waives any right to participate in a class action, class arbitration, or consolidated arbitration. If that waiver is held unenforceable, class claims are excluded from arbitration and must proceed in a state or federal court in the venue named above. Nothing in this section permits class arbitration.

Either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending resolution.

This section covers disputes between you and OYNYX. Disputes about the work between you and a Client are handled under Section 16.

§25 Changes to these terms

OYNYX may update these Professional Terms from time to time. Material changes will be communicated to active Professionals via email at least 30 days before taking effect. Continued participation on the network after the effective date constitutes acceptance. If you do not agree with a material change, you may leave the network under Section 21.

§26 General provisions

Assignment. You may not assign these Professional Terms or your network membership without OYNYX's written consent.

Severability. If any provision is held unenforceable, the remaining provisions continue in full force.

Entire agreement. These Professional Terms, together with the background check authorization (where applicable) and the PartnerConnect Insurance Schedule, constitute the entire agreement between you and OYNYX regarding your participation on the network.

Notices. Notices must be in writing — to the email address on your profile for you, or to legal@oynyx.com for OYNYX.

Survival. Sections 11 (Payment for completed work), 17 (Confidentiality), 18 (Your data), 19 (IP), 20 (Insurance and liability), and 24 (Dispute resolution) survive termination.

Force majeure. Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, war, pandemic, government action, power failure, or internet disruption.

Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement.

§27 Contact

For questions about these Professional Terms or your account on the PartnerConnect network:

OYNYX Managed Services LLC
1800 St James Place
Houston, TX 77056
Email: legal@oynyx.com
Phone: (806) 541-4511

Privacy requests: privacy@oynyx.com