These Terms of Use (the “Terms of Use” or “Terms“) apply to the services and information (collectively, the “Services“) that Onyx Technology LLC (“Onyx,” “we,” “our“, or “us“) provides to you, including those that we make available through our website at https://onyxhealth.io (our “Website” or “Site“) or our software solutions (each, an “App“)  (the Services, together with our Website and Apps, are referred to as the “Platform“). These Terms govern your use of the Platform and your provision of information while using the Platform. Please read these Terms carefully because they impose legal obligations on you and on Onyx, and establish our legal relationship.

To assist you in using the Platform and to ensure a clear understanding of the relationship arising from your use of the Platform, we have created these Terms of Use and the Privacy Policy. Our Privacy Policy explains how we treat information that we have about you, and our Terms govern your use of our Platform. Our Terms apply to anyone that uses or visits our Platform (collectively, “you” and “your“), including individuals who use or visit our Platform without registering an account, and individuals who are (or are seeking to become) registered users (“Registered Users“).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM. BY USING OUR PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, THEN PLEASE DO NOT USE OUR PLATFORM.

1.  Your Agreement

These Terms govern your use of the Platform. Please read these Terms carefully because they impose legal obligations on you and us. By accessing our Platform, you acknowledge that you have read these Terms and agree to be legally bound by them. We may also confirm your agreement to be bound by these Terms by asking you to click an “I accept” or similar button when you create an account with us or at other times when you use certain portions of our Platform. If you do not agree with these Terms, then please do not use our Platform. If you are agreeing to these Terms on behalf of a company, an organization, or other legal entity (“Your Organization“), then (i) you represent and warrant that you have authority to act on behalf of, and to bind, Your Organization, and (ii) for all purposes in these Terms and the Privacy Policy, the term “you” means Your Organization on whose behalf you are acting.

2.      Your Consent to Our Privacy Practices

Our Privacy Policy explains, among other topics, how we treat information that you provide to us through the Platform. By using our Platform, you consent to our privacy practices as set out in our Privacy Policy, which is available at: https://www.onyxhealth.io/privacy-policy/.

3.      Registration; Password Protection

Certain portions of our Platform are only available to Registered Users. If you complete the registration process to become a Registered User, and have obtained a username and password, then we will treat anyone who uses your username and password as “you“. We will provide this user with all of the rights that we provide to you, and we will hold you responsible for the activities of anyone using your username and password. We recommend that you keep your username and password in strict confidence, and that you do not share this information with anyone who might “pretend” to be you with respect to the use of our Platform. Please notify us immediately if you suspect that someone is using your username and/or password inappropriately.

4.      Ownership; Reservation of Rights

The information, software, video, audio, pictures, trademarks, text, logos, and other content on the Platform, and all other intellectual property embodied in the Platform (collectively, the “Onyx Content“) are the property of Onyx and its licensors and protected by copyright and other intellectual property laws, or used under the principles of fair use. Onyx and its licensors retain all rights with respect to the Platform and the Onyx Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Platform unless specifically authorized in writing by Onyx. The term Onyx Content expressly excludes Submitted Content.

5.      Grant of Rights to You

Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferrable right to: (i) access and use all publicly available and, if expressly authorized, password-protected areas, of our Platform and Onyx Content in order to: (a) learn more about Onyx and the services and products that we offer; (b) provide Submitted Content to us through the Platform; (c) participate in and receive those Services that we make available to you; (d) download and print pages from our Platform; and (e) access other information that we make available through our Platform; and (ii) use our Apps in compliance with those features and functionality that we expressly make available to you (collectively, the “Permitted Uses“). You agree that: (1) the Platform and Onyx Content are made available solely for your personal, non-commercial use; (2) the Permitted Uses are solely for personal, non-commercial use; and (3) you shall not use the Platform or Onyx Content for any purpose other than the Permitted Uses .

6.      Grant of Rights to Onyx in Your Content

6.1.      Submitted Content

We may give you the ability through the Platform to engage with us and others in public exchanges, and this may include opportunities for you to customize your user profile and provide comments, feedback, images and audiovisual files, and other information and materials that you wish to share (collectively, “Submitted Content“). By providing Submitted Content, subject to Section 6.3 (Personal Information; PHI) and your rights set out in our Privacy Policy, you authorize use to copy, modify, display, distribute, perform, use, and otherwise exploit the Submitted Content in any manner and in any location, channel, or medium, all without compensation to you and for as long as we decide (collectively, the “Use Rights“). In addition, you authorize us to grant any third party some or all of the Use Rights. By way of example, and not limitation, the Use Rights include the right for us to publish Submitted Content on our Platform in whole or in part, and whether cropped, adopted, altered, or otherwise manipulated, for as long as we choose. By providing Submitted Content, you represent and warrant that you own the Submitted Content (including any related copyrights or other intellectual property rights) or have sufficient authority and right to provide the content and to grant the Use Rights.

6.2.      Right to Decline Submitted Content

We reserve the right to refuse to use, disable, or remove Submitted Content that we conclude, in our sole discretion, violates these Terms or our Privacy Policy, or is incompatible with the purposes of our Platform or operations.

6.3.      Personal Information; PHI

Notwithstanding anything to the contrary, if you provide us with Personal Information, including PHI, via the Platform, by email, or otherwise, then we will treat such Personal Information in accordance with our Privacy Policy. By providing us with PHI, you authorize use to copy, modify, display, distribute, perform, use, and otherwise exploit the Personal Information solely for the purposes of providing you with the Services that you request, such as to transfer your PHI to your health plan or to obtain your PHI from the health care entities that are involved with your care . As further set forth in our Privacy Policy, if you provide us with any Personal Information relating to another individual, then you represent that you have the authority to do so and to permit us to use the information in accordance with these Terms and our Privacy Policy.

7.      Code of Conduct

By using our Platform, you agree to comply with these Terms and to otherwise comply with the following Code of Conduct, under which you shall not:

·        Use the Platform for purposes that are unlawful, obscene, harmful, hateful, invasive of the privacy of others, objectionable, or otherwise prohibited by these Terms.

·        Use the Platform in a manner that could disable, overburden, or impair the Platform or interfere with another party’s use and enjoyment of the Platform, such as through sending “spam.”

·        Seek to obtain access to any Services, materials, accounts, or information through hacking, data harvesting, data mining, or through other means we have not intentionally made available to you through the Platform.

·        Infringe Onyx’s or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.

·        Transmit material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information. Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities, or to evade filtering capabilities.

·        Seek to obtain access to any materials or information through “hacking”, “data harvesting”, or through other means we have not intentionally made available to you through the Platform.

·        Use the Platform for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Website to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).

We reserve the right at any time to (i) monitor your use of the Platform, and (ii) terminate or suspend your use of some or all of our Services if you engage in activities that we conclude, in our discretion, breach our Code of Conduct or otherwise violate these Terms or our Privacy Policy. If you believe that a user has acted inappropriately, such as by violating our Code of Conduct, then you may report your concerns by contacting us as set out in Section 21 (Contact Us).

8.      Links to Third-Party Sites

The Platform may contain links to third party websites (the “Linked Sites“). Linked Sites may include websites operated by third parties that we engage to provide certain services to you on our behalf. Onyx does not own these Linked Sites and does not assume any responsibility or liability for any content, opinions, or material available on Linked Sites, or such Linked Sites’ privacy practices with respect to information that you provide via the Linked Sites. Onyx does not endorse the content of any Linked Site or warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Platform to link to another site (including Linked Sites), you agree that such use is at your own risk.

9.      User Conduct; User Disputes

Onyx is not responsible or liable for Submitted Content or user conduct. You are solely responsible for your Submitted Content, conduct, and interaction with other Platform users, both online or offline. If you have a dispute with another user, then you release Onyx (and our officers, directors, agents, employees, and affiliates) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

10.   Warranty Disclaimer

ONYX DOES NOT PROMISE THAT THE PLATFORM OR ONYX CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED. THE PLATFORM AND ONYX CONTENT ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHEN YOU ACCESS THE PLATFORM OR ONYX CONTENT, YOU DO SO AT YOUR OWN RISK. ONYX DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.

ONYX DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM (INCLUDING ONYX CONTENT); AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM (INCLUDING ONYX CONTENT), INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM AND ONYX CONTENT IS AT YOUR SOLE RISK.

11.   Limitation of Liability

UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL ONYX BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM OR ONYX CONTENT.

12.   Indemnity

You agree to defend, indemnify, and hold Onyx and its affiliates, officers, directors, agents, and employees harmless from and against any liability to third parties, including reasonable attorneys’ fees, arising from or related to your breach of these Terms or the Privacy Policy.

13.   Contact for Alleged Copyright Infringement

Onyx respects the intellectual property rights of others and requires that its users do the same. If you believe that any content (including Submitted Content and Onyx Content) on the Website or other activity taking place on the Website constitutes infringement of a work protected by copyright, please notify us as follows:

Your notice must comply with the Digital Millennium Copyright Act (17 U.S.C. §512) (the “DMCA“). Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.

We have implemented a repeat infringer policy to address instances in which a particular user is subject to multiple DMCA notifications (the “Repeat Infringer Policy“). If we determine that a user has violated our Repeat Infringer Policy, then we may take, in our sole discretion, any number of steps including, but not limited to, issuing warnings to the applicable user, suspending or terminating that user’s account, and any other interim measures that we deem appropriate.

14.   Modifications to these Terms

From time to time, we may change these Terms for our business purposes and to comply with changes in applicable law. In the event of substantive or material changes, we may communicate these changes to you by posting the updated Terms on the Platform and/or notifying you of the change via the Platform, email, or other methods. Any changes to these Terms shall take effective proactively and, regardless of whether we have provided you with notice other than by posting updated Terms on the Platform, your subsequent acceptance of these Terms pursuant to Section 1 (Your Agreement) constitutes your agreement to be bound by the Terms, as updated.

15.   Assignment

These Terms shall not be assignable by you, either in whole or in part, without our prior written consent. Onyx reserves the right to assign its rights and obligations under these Terms without your consent.

16.   General

These Terms shall be governed in all respects by the laws of the State of Maryland without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts located in the judicial district that includes Elkridge, MD. The parties further agree that any cause of action arising under these Terms or our Privacy Policy shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, then such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Onyx’s failure to act with respect to a breach by you or others does not constitute a waiver of its right to act with respect to subsequent or similar breaches. Subject to Section 19 (Relationship to Privacy Policy and Other Contracts), this agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Onyx and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

17.   Survival

In addition to any right or obligation that by its nature or intent is intended to survive the termination or expiration of these Terms, the following Sections shall survive any termination or expiration of these Terms and shall apply indefinitely: (i) Section 4 (Ownership; Reservation of Rights); (ii) Section 10 (Warranty Disclaimer); (iii) Section 11 (Limitation of Liability); (iv) Section 12 (Indemnity); (v) Section 15 (Assignment); and (vi) Section 16 (General).

18.   Definitions

18.1.   HIPAA

The term “HIPAA” means the Health Insurance Portability and Accountability Act of 1996. The HIPAA Privacy Rule standards address the use and disclosure of Protected Health Information by organizations subject to the Privacy Rule.

18.2.   Personal Information

The term “Personal Information” means any information that can be used to identify an individual, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual, and any other information that we associate with it.

18.3.   Protected Health Information or PHI

The term “Protected Health Information” or “PHI” means Personal Information that is subject to HIPAA and that includes individually identifiable health information, held or maintained by a covered entity or its business associates acting for the covered entity, transmitted or maintained in any form or medium. This includes identifiable demographic and other information relating to the past, present, or future physical or mental health or condition of an individual, or the provision or payment of health care to an individual that is created or received by a health care provider, health plan, employer, or health care clearinghouse. For purposes of this Privacy Policy, the term “PHI” is a subset of Personal Information.

19.   Additional Terms

Certain portions of the Platform may be subject to additional or different terms and conditions. We will notify you if the a portion of the Platform is subject to terms and conditions that differ from these Terms, and you will have the opportunity to decline to participate in such portion of the Platform if you do not agree with the differing terms and conditions.

20.   Relationship to Privacy Policy and Other Contracts

These Terms must be read in conjunction (i) with other agreements into which you and Onyx may enter (if any) such as an end user license agreement, and (ii) with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy shall control. Similarly, to the extent these Terms conflict with the terms and conditions of any specific agreement you enter with us, the terms and conditions of such specific agreement shall control.

21.   Contact Us

If you have any questions about these Terms, our practices, or your dealings with the Platform, then please contact us using the information below, or by other means of communication as described on our Platform: info@onyxhealth.io

22.   Effective Date

The effective date of these Terms of Use is Jan 14^th, 2022.

23.   Copyright and Legal Notice

© 2020 Onyx Technology LLC. All Rights Reserved.

24.   License Agreement

By using the OnyxOS platform you agree to the terms of the license agreement. See the OnyxOS License Agreement here.