End User License Agreement

1. Agreement

This End User License Agreement and Terms of Service ("Agreement") is between [legal company name] ("Onyx," "we," "us," or "our") and the individual or entity that accesses or uses Onyx ("Customer," "you," or "your"). By accessing or using Onyx, you agree to this Agreement. If you are using Onyx on behalf of an organization, you represent that you have authority to bind that organization.

2. The Onyx Service

Onyx is a professional workflow system that helps users ingest documents, read and classify workpapers, reconcile accounting records, prepare draft work product, maintain audit trails, and package outputs for review. Onyx may connect to third-party services, including Intuit and QuickBooks, when authorized by Customer.

3. License and Access

Subject to this Agreement and any applicable order form or statement of work, Onyx grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use Onyx for Customer's internal business purposes. No rights are granted except as expressly stated in this Agreement.

4. Customer Responsibilities

Customer is responsible for:

• ensuring that users are authorized, trained, and subject to appropriate confidentiality obligations;
• maintaining accurate account, billing, and administrator information;
• configuring user permissions, connected companies, and workflow approvals appropriately;
• reviewing outputs before relying on them or submitting them to clients, regulators, tax authorities, or other third parties;
• maintaining backups and records required by Customer's professional, legal, or regulatory obligations; and
• using Onyx only in compliance with applicable law and this Agreement.

5. Intuit and QuickBooks Integration

Onyx may access QuickBooks or other Intuit data only when Customer authorizes that access through Intuit's authorization process. Customer is responsible for ensuring it has the right to connect each QuickBooks company and to allow Onyx to access, process, and transmit the authorized data. Onyx will use Intuit and QuickBooks data only to provide the customer-requested functionality, including accounting workflow, reconciliation, reporting, document matching, review, and export functions.

Intuit and QuickBooks are third-party services. Onyx is not owned by, endorsed by, or affiliated with Intuit unless expressly stated in a separate written agreement. Customer's use of Intuit and QuickBooks remains subject to Intuit's applicable terms and policies.

6. Customer Data

"Customer Data" means data, documents, files, records, QuickBooks data, accounting records, communications, and other materials that Customer or its authorized users submit to, connect to, or process through Onyx. As between the parties, Customer retains ownership of Customer Data. Customer grants Onyx the limited rights necessary to host, process, transmit, display, analyze, and otherwise use Customer Data to provide and support Onyx, comply with this Agreement, and follow Customer's instructions.

7. AI-Assisted Outputs and Professional Review

Onyx may generate draft classifications, reconciliations, summaries, reports, mappings, explanations, or other outputs using automated processing and AI-assisted tools. Outputs may be incomplete, inaccurate, or unsuitable for a particular purpose. Onyx does not provide legal, tax, accounting, audit, financial, medical, or other professional advice. Customer is responsible for human review, professional judgment, final approval, and use of all outputs.

8. Restrictions

Customer and users may not:

• reverse engineer, decompile, copy, modify, or create derivative works of Onyx except as permitted by law;
• sell, sublicense, rent, or provide unauthorized access to Onyx;
• use Onyx to violate law, infringe rights, transmit malware, or compromise security;
• interfere with service integrity, rate limits, authentication, monitoring, or access controls;
• misrepresent authorization to access Intuit, QuickBooks, customer, client, or third-party data;
• use Onyx to build a competing product or benchmark Onyx for competitive purposes without written permission; or
• remove proprietary notices or attempt to bypass license, subscription, or usage controls.

9. Confidentiality

Each party may receive non-public information from the other. The receiving party will use confidential information only to perform under this Agreement and will protect it using reasonable care. Customer Data, QuickBooks data, credentials, business records, financial records, and non-public product information are confidential information.

10. Security and Credentials

Customer is responsible for protecting login credentials, API connections, endpoints, devices, and administrator accounts. Customer must promptly notify Onyx of suspected unauthorized access or security incidents affecting Onyx. Onyx may suspend access when necessary to protect the service, Customer, other customers, or third parties.

11. Privacy

Onyx's collection and use of personal information and Customer Data is described in the Onyx Privacy Policy, available at [privacy policy URL]. The Privacy Policy is incorporated into this Agreement by reference.

12. Fees and Payment

Fees, payment terms, subscription terms, taxes, renewals, and cancellation rights are stated in the applicable order form, invoice, statement of work, or written agreement. If no separate payment terms apply, Customer must pay all invoiced amounts by the due date stated on the invoice.

13. Intellectual Property

Onyx and its software, workflows, user interface, documentation, models, templates, product designs, and related technology are owned by Onyx or its licensors. Customer receives only the limited license stated in this Agreement. Feedback may be used by Onyx without restriction or obligation, provided Onyx does not disclose Customer's confidential information.

14. Third-Party Services

Onyx may interoperate with third-party services selected by Customer. Onyx is not responsible for third-party services, changes to third-party APIs, outages, data handling, or terms. Customer authorizes Onyx to exchange Customer Data with connected third-party services as directed by Customer and its authorized users.

15. Availability and Changes

Onyx may modify features, integrations, and documentation over time. We will use reasonable efforts to avoid material disruption to core paid functionality, but we do not guarantee uninterrupted or error-free operation. Some features may be identified as beta, preview, experimental, or evaluation features and may be changed or discontinued at any time.

16. Term and Termination

This Agreement begins when Customer first accesses Onyx and continues until terminated. Either party may terminate as stated in an applicable order form or written agreement. Onyx may suspend or terminate access for nonpayment, security risk, unlawful use, breach of this Agreement, or misuse of Intuit, QuickBooks, Customer, or third-party data. Upon termination, Customer must stop using Onyx and pay any outstanding amounts. Sections intended to survive, including confidentiality, ownership, payment, warranty disclaimers, liability limits, and dispute provisions, will survive termination.

17. Warranty Disclaimer

To the maximum extent permitted by law, Onyx is provided "as is" and "as available." Onyx disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and error-free operation. Customer remains responsible for professional review and final decisions based on Onyx outputs.

18. Limitation of Liability

To the maximum extent permitted by law, Onyx will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, or loss of goodwill. To the maximum extent permitted by law, Onyx's total liability arising out of or relating to this Agreement will not exceed the amounts paid by Customer to Onyx for the service giving rise to the claim during the twelve months before the event giving rise to liability, or [fallback dollar amount], whichever is greater.

19. Indemnification

Customer will defend, indemnify, and hold harmless Onyx from claims, damages, liabilities, costs, and expenses arising from Customer Data, Customer's use of Onyx, Customer's connected services, Customer's violation of law, or Customer's breach of this Agreement, except to the extent caused by Onyx's willful misconduct.

20. Governing Law and Disputes

This Agreement is governed by the laws of [state/country], without regard to conflict-of-law rules. Venue for disputes will be in the courts located in [county/state/country], unless a separate written agreement states otherwise.

21. Changes to This Agreement

Onyx may update this Agreement from time to time. The effective date above indicates when this Agreement was last updated. Material changes will be communicated by reasonable means. Continued use of Onyx after an update becomes effective constitutes acceptance of the updated Agreement.

22. Contact

Questions about this Agreement may be sent to:

[legal company name]
[mailing address]
Legal: [legal email]
Support: [support email]