Terms of Service

§1 Who we are and what these terms cover

These Terms of Service ("Terms") govern your use of the services provided by OYNYX Managed Services LLC, a Texas limited liability company ("OYNYX," "we," "us," "our"), including the OYNYX™ ClientConnect system, the PartnerConnect network, ClientConnect Insights reporting, and the OYNYX website at oynyx.com.

In these Terms, "Client" refers to the business engaging OYNYX under a Master Service Agreement ("MSA") or Statement of Work ("SOW"). "Professional" refers to a vendor or service provider on the PartnerConnect network. Professionals are governed by separate PartnerConnect Professional Terms, agreed during the Professional's onboarding and verification process, available at oynyx.com/partnerconnect-professional-terms.

By engaging OYNYX under an MSA or using any OYNYX service, the Client agrees to these Terms. If you are entering into these Terms on behalf of a business, you represent that you have authority to bind that business.

These Terms apply alongside — but do not replace — the Client's MSA or SOW. Where the MSA and these Terms conflict, the MSA governs. Where the Parties have entered into the OYNYX Data Processing Addendum (DPA), it governs data processing and forms part of these Terms. OYNYX provides its DPA on request, and will enter into one where applicable law requires it (see the Client’s MSA, Section 8.3).

§2 The services

OYNYX provides client experience services through three connected systems:

ClientConnect — a CX service and workspace system. The CX service is a team of trained specialists and an AI layer operating on the Client's behalf, governed by the Client's Playbook. The workspace is a system where the Client's contacts, work items, communications, Playbook, and Insights reports are captured, tracked, and maintained. From the Client's go-live date, the Client has direct access to the workspace with their own login. OYNYX also hands back structured data on the schedule agreed in the Playbook.

PartnerConnect — a managed professional network. Clients post jobs, Professionals are matched and assigned, jobs are tracked to completion, and payment is managed through the platform. PartnerConnect is available to Clients on Growth and Premium tiers, from the date set in the Client's MSA.

ClientConnect Insights — a structured monthly report delivering performance data, operational metrics, vendor performance, system intelligence, and a recommendation for the next month. Delivered to all tiers, with delivery depth varying by tier.

The specific services, coverage window, interaction volume, and channels included in each engagement are defined in the Client's MSA or SOW.

One-time cover. For periods outside the coverage window set in the Client's MSA, the Client may book additional cover for a named period — a night, a weekend day, a public holiday, a full day, a week or a month. One-time cover is charged per hour of cover at the rate stated in the Client's MSA, subject to a five-hour minimum, is booked in advance, and is payable once. It creates no ongoing commitment on either side and does not change the Client's plan, coverage window or included interaction volume.

Public holidays. For the purposes of these terms a public holiday means a United States federal holiday: New Year's Day, Birthday of Martin Luther King, Jr., Washington's Birthday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day. Where a federal holiday falls on a Saturday or Sunday, the day on which it is federally observed is treated as the holiday. A Saturday or Sunday that is not a public holiday is charged at the ordinary rate, not a holiday rate.

§3 The scope wall

OYNYX handles the Client's customer experience — capturing contacts, following through to resolution, proactive retention outreach, the PartnerConnect network (Growth and Premium), and monthly reporting.

§4 The Client's account

Access

When a Client engages OYNYX, the Client's account is established in the ClientConnect system. Contacts, interactions, work items, and the Playbook are captured and maintained in the Client's account. From the Client's go-live date, the Client has direct workspace access with their own login and may invite team members as client-admins or client-viewers, up to the number of users included in their tier.

Authentication

Multi-factor authentication (MFA) is enforced on every OYNYX account, and on every Client user account from the Client's go-live date.

Accuracy

The Client is responsible for providing accurate information during onboarding, including contact details, business information, and the operational details needed to build the Client Playbook. OYNYX relies on this information to deliver the service.

§5 The Client Playbook

The Client Playbook is a document built collaboratively during onboarding. It governs how specialists and the AI layer handle the Client's contacts — voice, rules, escalation paths, and service definitions.

Ownership

The Playbook is created for the Client and belongs to the Client. The Client may view, propose edits, and receive a copy of the Playbook at any time. OYNYX retains a working copy to operate the service.

Changes

The Client may propose Playbook changes at any time. Changes are reviewed by the OYNYX operations team for feasibility and implemented when approved. Changes triggered by monthly Insights data are proposed by OYNYX and require Client approval before taking effect.

Scope

The Playbook defines what OYNYX does for the Client's business within the scope wall. It does not authorize OYNYX to act outside the scope wall, regardless of what is written in the Playbook.

§6 Data handling — the four tiers

OYNYX classifies data into four tiers with defined handling rules:

The four tiers are contractual commitments. OYNYX does not move data between tiers without the Client's consent. Tier D data never enters the OYNYX stack. The Client can export directly from the workspace, or ask OYNYX to export on their behalf.

§7 Data security

Access control

Only the specialists assigned to the Client's account, and certified on its Playbook, can access the Client's data. No other OYNYX team member can access the Client's account without an explicit assignment, and every assignment is recorded. From the Client's go-live date this is enforced by row-level security in the database, and each Client's account is isolated from every other Client's.

Encryption

Data is encrypted at rest and in transit. All connections use TLS. Secrets and API keys are managed in a secure vault, never in client-accessible code.

Audit

Contact handling, escalation events, data access, Playbook changes, and system configuration changes are recorded. From the Client's go-live date these records are held in an append-only audit trail, retained for seven years, and the Client can pull the audit trail for their own account from the workspace.

No system access

OYNYX works in its own system. OYNYX never accesses the Client's CRM, calendar backend, email server, practice management software, or any internal tool. Appointments are booked through a shared booking link the Client provides — a public URL, not a backend login. Data is handed back through channels agreed in the Playbook.

§8 Data ownership and portability

The Client's data is the Client's. All data in the Client's account — Tiers A, B, and C — belongs to the Client. OYNYX holds it on the Client's behalf to deliver the service. OYNYX does not sell, license, or share the Client's data with any third party, except as required to deliver the services (for example, sharing job details with a PartnerConnect Professional the Client selected).

Export. The Client may export all data at any time in standard formats (CSV, JSON, PDF), directly from the workspace or by asking OYNYX. There is no export fee, no waiting period, and no format lock-in.

Termination. If the service agreement ends, the Client may request export of complete data before the account is deactivated. OYNYX retains data for 30 days after termination to allow export, after which it is permanently deleted, except the audit trail described in Section 7 (retained for seven years) and any records a longer retention period is required for by law or agreed in the MSA.

§9 Payment and billing

Tier pricing. The Client's monthly fee is defined in the MSA or SOW based on the selected tier (Starter, Growth, or Premium). The fee covers the services, workspace access, interaction volume, and Insights reporting specified for the tier.

Overage. If the Client's monthly interactions exceed the volume included in the tier, overage is billed at the per-interaction rate stated in the MSA. Overage rates are set at a multiplier of the effective per-interaction rate for the tier and may be updated with 30 days' written notice.

Billing cycle. Monthly, in advance. Payment is due within 15 days of invoice date unless otherwise agreed in the MSA.

Payment method. Invoices are payable by ACH bank debit through OYNYX's payment processor (Section 16), by debit card, by credit card, or by wire. OYNYX does not surcharge card payments and adds no processing or convenience fee — the amount invoiced is the amount due, whichever method the Client uses. Where OYNYX agrees in writing to another payment method, that method and any additional cost of accepting it are set out in the Client's MSA.

Late payment. If payment is more than 30 days past due, OYNYX may suspend service on 7 days' written notice.

What suspension means. During suspension: the Client's workspace becomes read-only; OYNYX stops handling the Client's incoming contacts, and callers and messages receive a notice asking them to contact the Client directly; and OYNYX stops sending confirmations, reminders, hand-backs, retention outreach and Insights reports. Contacts that arrive during suspension are still captured and logged, and are returned to the Client when service resumes. Messages already scheduled before suspension began are still sent. Where the Client's Playbook defines emergency contacts, those contacts continue to be triaged and escalated to the Client's emergency path unless the MSA says otherwise.

What suspension does not affect. Suspension does not terminate the agreement and does not delete the Client's data. The Client's right to export data under Section 8 is unaffected and remains available throughout. Service resumes in full upon payment.

§10 PartnerConnect — network terms

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 give Clients at least 30 days’ written notice before any Stage 2 terms take effect, and Stage 2 applies to a Client only once it is added to the Client’s MSA. Until then, only Stage 1 applies.

Stage 1 — Coordination (from launch)

For Clients. PartnerConnect access is included at Growth and Premium tiers, from the date set in the Client’s MSA. The Client keeps its own vendors in ClientConnect and runs vendor jobs from its work items. OYNYX coordinates each job: it prepares the job from the customer request under the Client’s Playbook, sends the job to the vendor the Client chose once the Client approves it (or under a Playbook pre-approval), tracks it to completion, reminds the vendor of due dates, keeps the Client’s customer informed, collects the vendor’s proof and the customer’s feedback, records the Client’s rating, and reports vendor performance in Insights (items 9–11).

The vendor is the Client’s. The Client chooses, vets and contracts with its vendors, agrees their price, and pays them directly. In Stage 1, OYNYX does not verify, select, pay or supervise vendors, does not charge a service cost on vendor jobs, and does not hold or transfer funds for vendor work. OYNYX is not a party to the work and is not liable for a vendor’s performance. Vendors who receive jobs through PartnerConnect accept the Stage 1 portions of the PartnerConnect Professional Terms when they first accept a job.

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

When Stage 2 takes effect for a Client, OYNYX also supplies verified Professionals from the PartnerConnect network, matches them to the Client’s jobs, pays them and bills the Client, and enforces the network standard, on these terms:

What the Client is buying. On a managed job the Client buys the completed service from OYNYX. The Client does not hire, engage or pay the Professional. OYNYX engages the Professional as its own subcontractor, on its own account, and is responsible to the Client for delivery. OYNYX owes the Professional out of its own funds whether or not the Client has paid. OYNYX does not hold, safeguard, escrow or transmit money for the Client or for the Professional, and no part of a Client payment is set aside for, or passed through to, any Professional.

Service cost. When a Professional completes a job, the Client is invoiced by OYNYX for the service cost. The service cost is a single amount: the Professional's rate plus OYNYX's managed-service markup, calculated as a percentage of the Professional's rate at the rates set out in the Client's MSA. The markup declines as the Client's tier rises and as the value of the job rises. The Client sees one line item — the total service cost — and pays OYNYX. OYNYX pays the Professional in full at the Professional's rate. The Client is not separately charged a network fee.

Fees and payment terms. “Client agrees to pay OYNYX the total requested service cost specified in the applicable MSA or SOW. A deposit (if required) shall be paid directly to OYNYX to fund operations, secure resources, and initiate the scope of work within the OYNYX PartnerConnect Network. All fees paid under this Agreement constitute the general operating revenue of OYNYX. OYNYX retains sole discretion over the allocation of its corporate revenue, including the independent procurement and payment of network vendors, partners, or subcontractors utilized to fulfill the services.” The service cost is invoiced in two parts and is not subject to the 15-day term in Section 9. The first 50% is an initiation payment: it is OYNYX’s revenue on the sale, and it funds the operational resources OYNYX commits to start the scope of work — matching, scheduling, engaging the Professional, opening the job record and running the job to completion. It is invoiced when a Professional accepts the job and is payable on issue. The remaining 50% is invoiced when proof of completion is accepted, also payable on issue. Neither part is a payment to a Professional, and neither is held for one. Work begins when the first payment is final. A payment is final on receipt where it is sent by real-time payment, by wire, or from an account at the same institution as OYNYX’s own: a real-time payment is irrevocable once sent and cannot be returned or reversed, so a job may begin on one at any hour of any day, whatever its value. An ACH payment is final once it has posted and the applicable return period has run; a card payment is final once it has settled. OYNYX may, in its sole discretion, commence work on a payment that has been made but is not yet final; it is under no obligation to do so, and nothing here gives the Client a right to have work begun before its payment is final.

Proof and the final payment. The Client has three business days from proof submission to accept the work or raise an issue through the job record. If the Client does neither within that period, proof is treated as accepted and the final invoice is issued. Raising an issue opens the review described in the PartnerConnect Professional Terms, Section 16.

Changes to a job. If the scope of a job changes after it has been accepted, OYNYX issues a revised service cost and the Client must approve it before further work is performed. The managed-service markup is calculated once on the final job value; it is never charged twice on the same job, including where a job is completed by more than one Professional.

Cancellation.

• Before a Professional accepts the job — no charge, and no payment has been taken.
• After acceptance, with more notice than the period stated in the Client's MSA — the first payment is refunded less the cancellation fee stated in the MSA.
• Inside that notice period, or after the Professional has travelled, begun work, or bought non-returnable materials — the Client pays for the Professional’s accumulated time at the cancellation rate stated in the Client’s MSA, plus OYNYX’s markup, plus any non-returnable materials supplied. Accumulated time is rounded up to the nearest whole hour. Any balance of the first payment is refunded, and materials the Client has paid for belong to the Client.
• Where accumulated time is one hour or less — OYNYX pays the Professional for one hour and does not charge the Client. This applies once per Client in any rolling 90-day period; further short-notice cancellations are charged as above.
• If the Professional cancels, does not attend, or cannot complete — the Client is not charged for work that was not performed, OYNYX re-matches the job at no additional margin, and if the job does not proceed the first payment is refunded in full.
• If OYNYX cancels — the Client pays only for work already performed.
• A cancellation by the Client's own customer is treated as a cancellation by the Client.

Matching. OYNYX matches Professionals to the Client's job based on service type, location, availability, licensing, insurance, and performance history. Matching is based on fit, not on payment or bidding. No pay-for-position.

Ratings. Clients rate Professionals on quality, timeliness, and professionalism after each completed job. Ratings are permanent, cumulative, and factor into future matching. Professionals may also rate Clients.

OYNYX is not a party to the work. OYNYX matches Clients with Professionals and manages the lifecycle. OYNYX does not employ the Professionals, does not guarantee the quality of the work performed, and is not liable for the Professional's performance. The Client's recourse is through the rating system and the quality enforcement process in the PartnerConnect Professional Terms (Section 14): every Professional is trained at onboarding, a quality lapse means one retraining, and any issue after that means permanent removal from the network.

Professional Terms. Professionals on the PartnerConnect network are subject to separate PartnerConnect Professional Terms covering verification, invoicing, rating, quality enforcement, and network standards. Those terms are available at oynyx.com/partnerconnect-professional-terms and are agreed during Professional onboarding.

Stage 1 — the Client’s vendors, and how they accept. In Stage 1 vendors are selected, vetted and contracted directly by the Client; OYNYX acts solely as a coordination interface. A vendor accepts the PartnerConnect Professional Terms by electronic click-wrap when it accepts a job link, and that acceptance is recorded with a timestamp on the job record. The Client will defend, indemnify and hold OYNYX harmless from any claim, damage, loss or delay arising from its own vendors, including non-performance, negligence, property damage and failure to attend.

Third-party services. OYNYX delivers the service using third-party platforms and providers. OYNYX is not responsible for the acts, omissions, outages or security breaches of third-party providers, and the Client’s rights in respect of a third-party service failure are governed by that provider’s own terms. This paragraph does not limit OYNYX’s own obligations under this Agreement, and does not apply to a Professional OYNYX supplies under Stage 2, whose position is set out above.

§11 Intellectual property

OYNYX platform. The ClientConnect system, PartnerConnect network, the AI layer, the Insights reporting system, and all associated software, designs, and documentation are the intellectual property of OYNYX. The Client's right to use the platform is a license granted under the MSA, not a transfer of ownership.

Client content. All data the Client or their customers provide — contacts, interactions, work items, documents, Playbook content — remains the Client's intellectual property. OYNYX does not claim ownership of Client content.

Anonymized data. OYNYX may use anonymized, aggregated data (from which no individual Client, customer, or matter can be identified) to improve the service and develop industry benchmarks, only where the Client has explicitly opted in to anonymized data use. Legal and healthcare Clients are excluded from anonymized data use by default. No individually identifiable data is used without explicit written consent.

§12 Confidentiality

OYNYX treats all Client data as confidential. OYNYX does not disclose Client data to any third party except: to deliver the services the Client engaged (for example, sharing job details with a Professional the Client selected on PartnerConnect), to sub-processors listed in Section 16, as required by law (court order, subpoena, regulatory requirement), or with the Client's written consent.

The confidentiality obligations in this section do not apply to anonymized, aggregated data where the Client has explicitly opted in under Section 11.

For legal Clients: OYNYX operates under ABA Model Rules discipline. Rule 1.6 confidentiality applies — Client data is never shared, disclosed, or used outside the scope of the engagement. Rule 5.3 supervision applies — every specialist handling a legal Client's contacts operates under Playbook rules reviewed and approved by the Client's firm.

§13 Acceptable use

The Client may not use OYNYX services to: engage in or facilitate illegal activity, send harassing, threatening, or fraudulent communications to any person, circumvent or attempt to circumvent the scope wall, reverse-engineer, decompile, or extract the source code of any OYNYX system, resell, sublicense, or provide access to OYNYX services to any third party without written consent, knowingly submit false or misleading information to the system, or use the service in any way that violates applicable law, regulation, or the rights of any third party.

Violation of this section may result in immediate suspension or termination of the service.

§14 Warranty disclaimer

OYNYX provides the services on an "as is" and "as available" basis. To the maximum extent permitted by law, OYNYX disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

OYNYX does not warrant that the services will be uninterrupted, error-free, or available at all times. Scheduled maintenance, system updates, and circumstances beyond OYNYX's reasonable control may result in temporary service interruptions.

Service level commitments (response times, coverage windows, interaction volumes) are defined in the Client's MSA. Descriptions of service standards on the OYNYX website, marketing materials, and product pages represent the standard the service targets but are not contractual warranties unless explicitly incorporated into the MSA.

§15 Limitation of liability

To the maximum extent permitted by law, OYNYX's total liability for any claim arising from or related to the services is limited to the total fees paid by the Client to OYNYX in the 12 months preceding the claim.

OYNYX is not liable for: indirect, incidental, consequential, or punitive damages; lost revenue, lost profits, or lost business opportunities; damages arising from the Client's failure to follow the Playbook or the scope wall; damages arising from a PartnerConnect Professional's performance or failure to perform; or service interruptions caused by events outside OYNYX's reasonable control.

Nothing in these Terms excludes or limits liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by OYNYX's negligence.

Each party shall indemnify and hold harmless the other party from claims, damages, and expenses (including reasonable attorney fees) arising from: the indemnifying party's material breach of these Terms, the indemnifying party's negligence or willful misconduct, or the indemnifying party's violation of applicable law.

§16 Sub-processors

OYNYX uses the following sub-processors to deliver the services. The Client's data may be processed by these sub-processors in the course of service delivery:

Billing and payments are not in this table, and that is deliberate. This table lists the sub-processors that may process the Client's data. OYNYX raises and collects its invoices through a third-party invoicing and payments provider, which holds the Client's legal name, a billing contact, invoice amounts and payment status — OYNYX's own accounts-receivable records about its own counterparty, rather than the Client's customers' information (see MSA 1.11). That is a banking and financial-services relationship rather than a sub-processing one, and it is not listed here. Where a Client chooses to pay an invoice by debit or credit card, the card is accepted by the bank and processed by the bank’s own card processor — not by a processor OYNYX engages, and there is accordingly none to list. Card details are entered on the bank’s hosted payment page and OYNYX never receives or stores a card number (see also Section 6, Tier D). The payments providers are located in the United States.

As OYNYX builds and launches the ClientConnect and PartnerConnect platforms, additional sub-processors may be added (database hosting, authentication, monitoring, and other infrastructure services).

OYNYX will notify Clients at least 30 days before adding a new sub-processor or materially changing the use of an existing sub-processor. Notification will be sent via email to the Client's designated contact. If a Client objects to a new sub-processor, the parties will discuss the concern in good faith. If the concern cannot be resolved, the Client may terminate the affected service with 30 days' notice without penalty.

§17 Call recording and AI disclosure

Call recording

OYNYX may record calls handled on the Client's behalf for quality assurance, training, and dispute resolution. The Client is responsible for ensuring that appropriate consent is obtained from their customers in jurisdictions that require all-party consent to recording (including but not limited to California, Florida, Illinois, Pennsylvania, and Washington). OYNYX provides a disclosure script for inclusion in the Client's Playbook greeting. The Client is responsible for confirming that the disclosure meets the requirements of the jurisdictions in which their customers are located.

AI disclosure

The OYNYX AI layer may answer contacts in the Client's brand voice. OYNYX includes an AI disclosure in the initial greeting ("You may be speaking with an automated assistant") as required by applicable law. The specific disclosure language is defined in the Client Playbook. The Client is responsible for ensuring the disclosure meets the requirements of their jurisdictions.

Recording warranty and indemnity. The Client represents and warrants that every caller receives a legally compliant disclosure in each jurisdiction that applies, including all-party consent states such as California, Florida, Illinois, Pennsylvania and Washington. OYNYX provides the disclosure script; the Client confirms it meets the requirements where its customers are. The Client will defend and indemnify OYNYX against any claim alleging unlawful recording, interception or wiretapping.

AI outputs. Automated outputs — voice responses, transcripts, summaries and routing decisions — are provided as is. OYNYX does not warrant that an automated output will be accurate, complete or free from error or bias, and the Client accepts that risk. This does not reduce OYNYX’s obligation to have a specialist review and correct AI work under the Client Playbook, which is part of the service, not a warranty of the output.

§18 Outbound messaging (SMS/email)

OYNYX sends outbound messages (appointment confirmations, reminders, follow-ups, retention outreach, review requests) on the Client's behalf as defined in the Client Playbook.

The Client is responsible for ensuring that prior express consent exists for all contacts receiving outbound SMS messages, as required by the Telephone Consumer Protection Act (TCPA) and applicable state laws. OYNYX provides consent-collection guidance and language for inclusion in the Client's intake process. OYNYX will not send outbound SMS to contacts for whom the Client has not confirmed consent, and records each contact's consent in the Client's account before any text is sent.

Text messages sent in the Client's name require the Client's business to be registered with US mobile carriers (10DLC brand and campaign registration). The Client agrees to provide the business information needed for that registration, which OYNYX completes before texting goes live.

Records of consent are the Client's responsibility and should be maintained in the Client's own systems. OYNYX will cooperate with the Client in responding to any consent-related inquiries or disputes.

Consent warranty. The Client warrants that prior express written consent has been obtained from every recipient of an outbound message, in compliance with the TCPA, the TRACED Act, applicable state “mini-TCPA” statutes and the 10DLC requirements of the mobile carriers.

Consent records, and producing them. The Client maintains audit-ready opt-in records — timestamp, source, the form or script used, and IP address where collected online — and will provide them to OYNYX within 48 hours of a request. OYNYX keeps outbound messaging disabled until the consent field for that Client is populated, and may suspend outbound messaging immediately where records are not produced.

Indemnity. The Client will defend, indemnify and hold OYNYX harmless against any TCPA or state mini-TCPA claim, class action, statutory penalty or carrier fine arising from outbound messages sent on its instruction.

§19 Termination

By the Client

The Client may terminate the service agreement with the notice period defined in the MSA (typically 30 days' written notice). Upon termination, the Client may request export of all data before the account is deactivated.

By OYNYX

OYNYX may terminate the service agreement with 30 days' written notice, or immediately if: payment is more than 60 days past due, the Client materially breaches the scope wall or these Terms, or the Client uses the services for illegal purposes.

Effect of termination

Upon termination, OYNYX will: stop handling new contacts on the termination effective date, complete any in-progress follow-ups within a reasonable wind-down period (typically 7 days), make all data available for export for 30 days, and permanently delete Client data after the 30-day export window, except the audit trail described in Section 7 and any records a longer retention period is required for by law or agreed in writing.

§20 Dispute resolution

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

Any dispute arising from these Terms or the services will first be addressed through good-faith negotiation between the parties 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.

The prevailing party in any arbitration is entitled to recover reasonable attorney fees and costs. Each party waives any right to participate in a class action, class arbitration, or consolidated arbitration against the other party.

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

These are business-to-business terms. OYNYX contracts only with business entities. Disputes are therefore administered under the AAA Commercial Arbitration Rules, not the AAA Consumer Rules, and the fee schedule that applies is the commercial one.

Time limit on claims. No claim arising out of or relating to this Agreement 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.

If the class waiver fails. If the class-action waiver above is held unenforceable, class claims are excluded from arbitration and must proceed in a state or federal court in Harris County, Texas. Nothing in this section permits class arbitration.

§21 General provisions

Assignment. Neither party may assign these Terms without the other party's written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of all or substantially all assets.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions continue in full force and effect.

Entire agreement. These Terms, together with the MSA, SOW, DPA, and any applicable Playbook, constitute the entire agreement between the parties regarding the services. These Terms supersede all prior discussions, representations, and agreements on the same subject.

Notices. Notices under these Terms must be in writing and sent to the addresses specified in the MSA, or to legal@oynyx.com for OYNYX. Notices are effective on receipt.

Survival. Sections 6 (Data handling), 8 (Data ownership), 9 (Payment obligations accrued before termination), 11 (IP), 12 (Confidentiality), 14 (Warranty disclaimer), 15 (Limitation of liability), and 20 (Dispute resolution) survive termination.

Force majeure. Neither party is liable for failure to perform obligations due to events beyond reasonable control, including natural disasters, war, terrorism, pandemic, government action, power failure, internet disruption, or third-party service outages. The affected party must notify the other party promptly and make reasonable efforts to resume performance.

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

§22 Contact

For questions about these Terms, your account, or OYNYX's data practices:

OYNYX Managed Services LLC
1800 St James Place
Houston, TX 77056
Email: legal@oynyx.com

§23 SMS Terms

These SMS Terms govern text messages sent by OYNYX — the registered messaging brand of OYNYX Managed Services LLC — in its own name. Text messages OYNYX sends on a Client’s behalf, to that Client’s customers, are sent under the Client’s own registered brand and are governed by §18 and the Client’s own terms, not by this section.

The programme

OYNYX sends service text messages to people who have asked to receive them. Messages are limited to replies to your own enquiry, walkthrough scheduling and reminders, and notifications about your account. OYNYX sends no marketing or promotional text messages under this programme.

How you opt in

By ticking the optional SMS consent box on the contact or walkthrough form at oynyx.com/contact and giving your mobile number. The box is never pre-ticked. Consent to receive text messages is not a condition of submitting the form, of receiving a reply, or of purchasing anything.

Message frequency

Message frequency varies with your activity. You will not normally receive more than 6 messages per month.

Cost

Message and data rates may apply. These are charged by your mobile carrier, not by OYNYX. Carriers are not liable for delayed or undelivered messages.

Opting out, and getting help

Reply STOP to any message to opt out. You will receive one confirmation and then no further messages. Reply HELP for assistance, or contact support@oynyx.com or (806) 541-4511.

Opting out of text messages does not terminate a service agreement and does not stop contact by email or telephone.

Carriers supported

Messages are sent over United States mobile networks. Supported carriers are not liable for delayed or undelivered messages.

Your privacy

“We do not sell or share your SMS opt-in data or personal information with third parties for marketing purposes.” How mobile numbers and consent records are handled, and how long they are kept, is set out in Privacy Policy §19.