Terms of service

1. Acceptance of terms

Onyx Labs is operated by Onyx Management, LLC. By accessing or using this website and our services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree, please do not use the services. If you are using the services on behalf of an organization, you represent that you have authority to bind that organization to these terms.

2. Description of services

Onyx Labs provides AI operating-partner services to private equity firms and their portfolio companies across diligence, value creation, governance, and exit. This website describes those services and the products we build (Atlas, Kai, and Procura). Professional engagements are governed by a separate written agreement (such as a master services agreement and statement of work); use of any product is governed by that product's own terms. We reserve the right to modify, suspend, or discontinue any part of the website or our services at any time, with or without notice.

3. Engagements and accounts

This website does not, by itself, create a client relationship or professional engagement. Where an engagement or product requires an account, you are responsible for:

• Providing accurate and complete information
• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use

4. Fees and payment

Fees for engagements and products are set out in the applicable agreement or order. Unless otherwise stated, fees are billed as described in that agreement and are non-refundable except as required by law. We will provide reasonable advance notice of pricing changes that affect an ongoing arrangement.

5. Acceptable use

You agree to use the services only for lawful purposes and not to:

• Submit content that is unlawful, harmful, threatening, abusive, defamatory, or that infringes the rights of others
• Attempt to gain unauthorized access to our systems or other users' accounts
• Transmit malware, viruses, or other harmful code
• Interfere with or disrupt the services or connected servers
• Use automated means (bots, scrapers) to access the services without our written permission
• Reverse engineer, decompile, or disassemble any part of the services
• Resell or redistribute the services without our authorization
• Use the services in violation of any applicable laws or regulations

6. Intellectual property

The website and its original content, features, and functionality are owned by Onyx Management, LLC and protected by copyright, trademark, and other intellectual-property laws. Our trademarks, service marks, and logos may not be used without our prior written consent.

Feedback

If you provide feedback, suggestions, or ideas about our services, you grant us a non-exclusive, royalty-free, perpetual, irrevocable license to use, modify, and incorporate that feedback.

7. Your data

You retain all rights to the data and materials you provide to us ("Your Data"). You grant us a limited, non-exclusive license to process Your Data solely to provide the services, to generate work product and AI outputs based on it, and to store and back it up for reliability. You represent that you have the necessary rights to provide Your Data and that it does not violate third-party rights or applicable laws.

AI-generated content

Our work and products may produce AI-generated outputs (drafts, classifications, summaries, recommendations). You are responsible for reviewing and approving outputs before they are relied upon, sent, or published. AI-generated outputs may contain errors and require human review for accuracy, tone, and compliance.

8. Confidentiality

We treat Your Data as confidential and will not disclose it to third parties except as described in our Privacy Policy, under a separate engagement agreement, or as required by law. We implement reasonable security measures to protect it. You agree to keep confidential any non-public information about our services, including pricing and technical details.

9. Availability and support

We strive to maintain high availability of our website and services but do not guarantee uninterrupted access. Support for engagements and products is provided according to the applicable agreement.

10. Disclaimers

The services are provided "as is" and "as available" without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the services will meet your requirements, be uninterrupted or error-free, or that results obtained will be accurate or reliable.

11. Limitation of liability

To the maximum extent permitted by law, Onyx Management, LLC and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, business interruption, or the cost of substitute services. In no event will our total liability exceed the amount you paid us in the twelve (12) months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Onyx Management, LLC and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of your use of the services, your violation of these terms, your violation of third-party rights, or the data and content you submit.

13. Termination

We may suspend or terminate your access to the services at any time, without prior notice or liability, including if you breach these terms. Upon termination, your right to use the services ceases. Where an engagement agreement applies, data export and deletion are handled in accordance with that agreement. Provisions that should survive termination will survive.

14. Dispute resolution

Any dispute arising out of or relating to these terms or the services will first be addressed through good-faith negotiation. If negotiation fails, disputes will be resolved through binding arbitration under the rules of the American Arbitration Association. You agree to waive any right to participate in a class action or class-wide arbitration against Onyx Management, LLC.

15. Changes to terms

We may modify these terms at any time. We will post the updated terms on this page and revise the "Last updated" date. Your continued use of the services after changes take effect constitutes acceptance of the revised terms.

16. General provisions

Governing law

These terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law provisions.

Severability

If any provision is found unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Entire agreement

These terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Onyx Labs regarding use of the website. Professional engagements are governed by their own agreements, which control in the event of a conflict.

Waiver and assignment

Our failure to enforce any right or provision is not a waiver of it. You may not assign these terms without our prior written consent; we may assign our rights and obligations without restriction.