Partner Agreement

This Partner Agreement (“Agreement”) is a binding agreement between Shahoian Company, LLC, a California limited liability company doing business as Onyx Labs (“Onyx Labs”, “we”, “us”, or “our”) and the business that registers for a partner account (“Partner”, “you”). It governs your use of the Service to manage organizations on behalf of your own customers. By creating a partner account or clicking to accept, you agree to this Agreement on behalf of your business and confirm you are authorized to do so.

This Agreement is in addition to, and incorporates, our Terms of Service (the “Terms”) and Privacy Policy. Capitalized terms not defined here have the meaning given in the Terms. If this Agreement conflicts with the Terms with respect to the partner relationship, this Agreement controls.

1. Definitions

• “Client” means a customer of Partner for whom Partner manages one or more organizations in the Service.
• “Client Org” (or “Managed Org”) means an organization workspace that Partner creates or manages in the Service on behalf of a Client.
• “Authorized Staff” means the individuals Partner permits to access and administer Client Orgs under Partner’s partner account.
• “Client Data” means Customer Data contained in a Client Org, including personal information about a Client’s personnel and other individuals.

2. Authorization to provide the Service to Clients

Notwithstanding any restriction in the Terms on reselling, sublicensing, or providing the Service to third parties (including Section 4 of the Terms), Onyx Labs grants Partner a non-exclusive, non-transferable, revocable right, during the term, to create and administer Client Orgs and to provide access to and use of those Client Orgs to its Clients and their authorized users, solely in accordance with this Agreement, the Terms, and the Privacy Policy. Partner may not otherwise resell, sublicense, or make the Service available to third parties.

3. Partner responsibilities

You are solely responsible for your Clients and your relationships with them. In particular, you will:

• enter into a written agreement with each Client that is no less protective of Onyx Labs and of individuals’ data than this Agreement, the Terms, and the Privacy Policy;
• obtain all rights, permissions, notices, and lawful bases necessary to enter Client Data into the Service and to authorize Onyx Labs’s processing of it, including with respect to a Client’s personnel and other individuals;
• provide first-line support to your Clients and serve as their point of contact;
• be responsible for the acts and omissions of your Authorized Staff and your Clients’ users as if they were your own;
• not represent that you are an agent of Onyx Labs or make any warranty or commitment on our behalf.

4. Data protection & roles

As between Onyx Labs and Partner, Partner is the contracting customer for each Client Org and is responsible for Client Data. To the extent Partner acts as a processor or service provider on behalf of a Client with respect to Client Data, Onyx Labs acts as Partner’s sub-processor and processes Client Data only to provide, secure, and support the Service, as described in the Privacy Policy and any Data Processing Addendum we make available. Partner is responsible for authorizing such sub-processing in its agreements with Clients and for passing through the relevant terms. Where a Data Processing Addendum is offered, it forms part of this Agreement.

5. Fees, billing & renewal

Partner is billed directly by Onyx Labs for the partner plan: a base fee of US$649 per month for up to five (5) Client Orgs, plus US$49 per month for each additional Client Org, or such pricing as is presented at purchase. The number of Client Orgs is measured by the organizations Partner manages, and charges adjust as Client Orgs are added or removed (additions may be prorated). The partner plan renews automatically each billing period at the then-current rate until cancelled, consistent with the automatic-renewal terms in Section 6 of the Terms. Partner is responsible for all fees regardless of whether Partner collects payment from its Clients. Except where required by law, fees are non-refundable.

6. Suspension for non-payment; effect on Client Orgs

If Partner’s partner subscription lapses, fails, or is cancelled, Onyx Labs may, after a grace period, restrict or suspend access to Partner’s Client Orgs and the full feature set associated with them. Partner is responsible for notifying its affected Clients. Client Data will remain available for export for a reasonable period as described in the Terms, after which it may be deleted. Onyx Labs is not liable to Partner or its Clients for any consequence of a suspension or restriction resulting from Partner’s non-payment or cancellation.

7. No direct relationship with Clients

Unless Onyx Labs separately agrees in writing with a Client, Onyx Labs has no contractual relationship with, and no direct obligations to, Partner’s Clients. Partner is the contracting customer for the Client Orgs it manages. Partner will not create the impression of any agency, partnership, joint venture, or employment relationship with Onyx Labs; the parties are independent contractors.

8. Indemnification

In addition to the indemnity in the Terms, Partner will defend, indemnify, and hold harmless Onyx Labs from any third-party claim, damage, loss, or expense (including reasonable legal fees) arising out of or relating to: Client Data; Partner’s provision of the Service to, or relationship with, its Clients; Partner’s failure to obtain required rights, consents, or notices; or Partner’s breach of this Agreement — except to the extent caused by Onyx Labs’s gross negligence or willful misconduct.

9. Disclaimers & limitation of liability

The disclaimers in Section 11 of the Terms and the limitation of liability in Section 12 of the Terms apply to this Agreement and to Partner’s use of the Service on behalf of its Clients. Onyx Labs’s total aggregate liability arising out of or relating to the Service, this Agreement, or the Terms is subject to the cap stated in the Terms.

10. Term & termination

This Agreement applies for as long as Partner maintains a partner account. Either party may terminate as provided in the Terms, and Onyx Labs may terminate or suspend the partner account for non-payment or material breach. On termination, Partner’s and its Clients’ right to access the Client Orgs ends, subject to the data-export window in the Terms. Sections that by their nature should survive (including Sections 3, 4, 6, 8, 9, and dispute resolution) survive termination.

11. Governing law & disputes

The governing-law, venue, informal-resolution, and arbitration and class-action-waiver provisions in Section 15 of the Terms apply to this Agreement and are incorporated by reference, including the right to opt out of arbitration described there.

12. Changes & contact

We may update this Agreement and will provide reasonable notice of material changes as described in the Terms. Questions about this Agreement? Email legal@onyx-labs.io.