Terms of Service

These Terms of Service (“Terms”) are 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 individual or entity that accesses or uses our products (“you” or “Customer”). They govern your access to and use of Pulse, Vibe, and any related websites, applications, and services (together, the “Service”). By creating an account, clicking to accept, or using the Service, you agree to these Terms on behalf of yourself and the organization you represent, and you confirm you are authorized to do so.

1. Definitions

• “Customer Data” means the data, records, and content your organization submits to or stores in the Service.
• “Authorized Users” means the people you permit to use the Service under your account.
• “Subscription” means a paid plan for a given product, billed on a recurring basis.

2. The Service

Pulse is an IT asset management product for tracking equipment, licenses, people, and related records. Vibe is a SaaS status-monitoring product. We may add, change, suspend, or remove features over time. Certain capabilities are available only on certain plans. We provide each product on a software-as-a-service basis; you receive a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription in accordance with these Terms.

3. Eligibility & accounts

You must be at least 18 years old and able to form a binding contract. You are responsible for your account credentials, for all activity under your account, and for your Authorized Users’ compliance with these Terms. You agree to provide accurate information, keep it current, and promptly notify us at security@onyx-labs.io of any unauthorized use or suspected breach.

4. Acceptable use

You agree not to, and not to permit anyone to:

• violate any law or infringe the rights of others using the Service;
• access or attempt to access data belonging to other organizations;
• probe, scan, reverse engineer, or disrupt the integrity or performance of the Service;
• upload malware or use the Service to send unlawful or unsolicited messages;
• resell, sublicense, or provide the Service to third parties except your Authorized Users;
• use the Service to build a competing product or to benchmark without our consent.

We may investigate suspected violations and suspend access to protect the Service or others.

5. Customer Data & ownership

As between the parties, you retain all rights to your Customer Data. You grant us a worldwide, limited license to host, process, transmit, display, and back up Customer Data solely to provide, secure, and improve the Service and as otherwise described in our Privacy Policy. You are solely responsible for the accuracy and lawfulness of Customer Data and for having the necessary rights and lawful basis to enter it, including information about your employees and other individuals. You can export your Customer Data at any time while your account is active.

6. Subscriptions, billing & automatic renewal

Paid plans are billed in advance on a recurring basis (monthly unless stated otherwise) through our payment processor, Stripe. Fees are presented at the time of purchase. Pulse and Vibe are billed separately. Applicable taxes may be added.

Automatic renewal notice. Your Subscription will automatically renew at the end of each billing period at the then-current rate, and your payment method will be charged on a recurring basis, until you cancel. You may cancel at any time from the billing area within the Service or through the Stripe billing portal; cancellation takes effect at the end of the current billing period, and you retain access until then. Except where required by law, fees already paid are non-refundable and partial periods are not prorated. We may change pricing on a going-forward basis with reasonable advance notice; the new price applies at your next renewal.

7. Free and trial plans

Free tiers (such as Slate and Calm) are provided as-is and may be modified or discontinued. We may impose usage limits on free tiers and may suspend or remove free accounts that are inactive or that abuse the Service.

8. Intellectual property & feedback

The Service, including its software, design, and trademarks, is owned by Onyx Labs and protected by intellectual-property laws. These Terms grant you no rights in our intellectual property except the limited right to use the Service. If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.

9. Third-party services

The Service relies on and may integrate with third-party services (for example, Stripe for payments, and device-management providers you connect). Your use of those services is governed by their own terms, and we are not responsible for them.

10. Confidentiality

Each party may access the other’s confidential information. Each party agrees to protect the other’s confidential information with reasonable care and to use it only to perform under these Terms, except where disclosure is required by law.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that monitoring results (including Vibe status data) will be accurate or timely.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

13. Indemnification

You will defend, indemnify, and hold harmless Onyx Labs from third-party claims, damages, and expenses (including reasonable legal fees) arising from your Customer Data, your use of the Service, or your breach of these Terms, except to the extent caused by our gross negligence or willful misconduct.

14. Term & termination

These Terms apply while you use the Service. You may stop using the Service and cancel at any time. We may suspend or terminate access if you materially breach these Terms, fail to pay, or to protect the Service or others. On termination, your right to use the Service ends; we will make Customer Data available for export for a reasonable period, after which we may delete it. Sections that by their nature should survive (including ownership, disclaimers, liability limits, indemnification, and dispute resolution) survive termination.

15. Dispute resolution & governing law

Informal resolution. Before filing a claim, you agree to try to resolve the dispute informally by contacting us at legal@onyx-labs.io and allowing 30 days to resolve it.

Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, United States, without regard to its conflict-of-law rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

Venue. Subject to the arbitration provision below, you and Onyx Labs agree to the exclusive jurisdiction of the state and federal courts located in California for any dispute not subject to arbitration.

Arbitration and class-action waiver. Except for claims that qualify for small-claims court and claims for injunctive relief relating to intellectual property, any dispute will be resolved by binding individual arbitration administered in California under the rules of a recognized arbitration provider. You and Onyx Labs waive any right to a jury trial and to participate in a class or representative action. This provision does not apply where prohibited by law.

Your right to opt out of arbitration. You may opt out of this arbitration agreement and class-action waiver by emailing legal@onyx-labs.io within 30 days of first accepting these Terms, stating your name and that you wish to opt out. If you opt out, disputes will be resolved in the California courts described above. Opting out has no effect on any other part of these Terms.

16. Changes to these Terms

We may update these Terms. If we make material changes, we will provide reasonable notice (for example, by email or in-app). Changes take effect on the date stated, and your continued use after that date means you accept the updated Terms.

17. General

These Terms, together with our Privacy Policy, are the entire agreement between you and Onyx Labs regarding the Service. If any provision is found unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to us should be sent to legal@onyx-labs.io.

18. Contact

Questions about these Terms? Email legal@onyx-labs.io.