§1 Who we are and what these terms cover
These Terms of Service ("Terms") govern your use of the services provided by OYNYX [legal entity name, state of formation to be added] ("OYNYX," "we," "us," "our"), including the 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 [URL].
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. Data processing is governed by the OYNYX Data Processing Addendum (DPA), current version available at [URL], which forms part of these Terms.
§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. Today, the workspace is operated by OYNYX on the Client's behalf with structured data hand-back on the schedule agreed in the Playbook. When the ClientConnect™ platform is live, the Client will receive direct workspace access with self-service login.
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.
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.
§3 The scope wall
OYNYX handles the Client's customer experience — capturing contacts, following through to resolution, proactive retention outreach, vendor management, and monthly reporting. OYNYX does not:
Provide legal advice or legal representation. Make medical decisions or provide medical advice. Direct the Client's employees, trucks, crews, or technicians. Manage the Client's internal business operations, payroll, billing, or accounting. Access the Client's internal systems, CRM, calendar backend, email server, or any software the Client operates. Hold the Client's login credentials, passwords, or API keys for any system. Store payment card numbers or process consumer payments on the Client's behalf. Make business decisions on the Client's behalf.
A critical-fail quality standard. A specialist who crosses the scope boundary is flagged immediately and subject to disciplinary action including termination. This applies to every tier, every industry, every Client.
§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 by OYNYX on the Client's behalf. When the ClientConnect™ platform is live, the Client will receive direct workspace access with self-service login and may invite team members with assigned roles (client-admin, client-viewer, or custom roles).
Authentication
MFA is enforced on every OYNYX internal account today. Client-side platform MFA will be enforced when the ClientConnect™ platform is live. Until then, access to Client data is protected by assignment-based controls, credential management in a secure vault, and the scope wall.
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:
Customer name, contact information, channel, timestamp, qualification, urgency, tag, assigned specialist. Held by OYNYX in the Client's account. Exportable on request in standard formats (CSV, JSON, PDF).
The conversation record — what the AI said, what the specialist said, what the customer said. Internal notes, resolution notes, follow-up history, status updates. Held by OYNYX in the Client's account. Exportable on request.
Work items, task statuses, deadline dates, vendor job records, Insights reports, Playbook content, calendar entries booked through shared links. Held by OYNYX, accessible to the Client through structured hand-back and, when the platform is live, through direct workspace access. Exportable on request.
The Client's system credentials (logins, passwords, API keys). Payment card numbers. The Client's internal financial records. Medical records (unless and until a HIPAA BAA is in place). Attorney-client privileged work product, case files, and legal documents. OYNYX captures intake metadata (contact details, matter type, conflict-check identifiers, and scheduling information) but does not hold case files, legal work product, or documents containing legal advice.
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. When the ClientConnect™ platform is live, export will be available directly through the workspace in addition to the current on-request process.
§7 Data security
Access control
Only the specialist pod assigned to the Client's account 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 documented.
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
Activity logging is maintained for contact handling, escalation events, data access, Playbook changes, and system configuration changes. Logs are reviewable by the Client on request.
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.
Platform controls (on platform launch)
When the ClientConnect™ platform is live: row-level security enforced at the database level, append-only cryptographically chained audit trail with seven-year retention, and database-level isolation between Client accounts. These controls are designed into the platform architecture and will be deployed with the platform launch.
§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 request export of all data at any time in standard formats (CSV, JSON, PDF). When the ClientConnect™ platform is live, self-service export will be available directly through the workspace. 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 unless a longer retention period is required 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.
Late payment. If payment is more than 30 days past due, OYNYX may suspend service with 7 days' written notice. Suspension does not terminate the agreement or delete the Client's data. Service resumes upon payment.
§10 PartnerConnect™ — network terms
For Clients. PartnerConnect™ access is included at Growth and Premium tiers. Clients may post jobs, review matched Professionals, track job lifecycle, rate Professionals, and use scoped messaging.
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 that includes the Professional's rate and OYNYX's managed-service margin. The Client sees one line item — the total service cost — and pays OYNYX. OYNYX pays the Professional's invoice in full. The Client is not separately charged a network fee.
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.
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 [URL] and are agreed during Professional onboarding.
Settlement fund-flow mechanics, payment timing, and invoicing procedures require legal review before publication to confirm classification under applicable payment processing and accounts-payable regulations.
§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:
| Sub-processor | Purpose | Location |
|---|---|---|
| HubSpot | Contact management, CRM | United States |
| Google Workspace | Email, calendar, internal documentation | United States |
| Retell AI | Voice AI layer | United States |
| Looker Studio | Insights reporting and data visualization | United States |
| Vercel | Website hosting | United States |
| [Payment processor — to be confirmed] | Invoice processing, payment settlement | [To be confirmed] |
As OYNYX builds and launches the ClientConnect™ and PartnerConnect™ platforms, additional sub-processors may be added (database hosting, payment processing, 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.
Specific obligation allocation for call-recording consent and AI disclosure requires legal review to confirm compliance across all applicable jurisdictions.
§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.
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.
TCPA compliance mechanics and consent record requirements require legal review.
§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 unless a longer retention period is required 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 Dallas County, Texas.
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.
Arbitration fee allocation, class-action waiver enforceability, and consumer-facing arbitration considerations require legal review.
§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 [legal entity name to be added]
[Business address to be added]
Email: legal@oynyx.com
Phone: (972) 267-8382