TermsofService

1. Acceptance; Version and Effective Date

1.1 These Terms of Service ("Terms") form a binding agreement between A&S AI Solutions LLC d/b/a Olynx, a Delaware limited liability company ("Olynx," "we," "us"), and the legal entity or individual identified during account creation ("Customer," "you"). By clicking "I agree," creating an Account, completing checkout, or accessing or using the Services, you accept these Terms and our Privacy Policy.

1.2 The Effective Date and Version identifier shown at the top of this page govern this instance of the Terms. The most current version is always available at https://olynxai.com/terms. Olynx preserves a permanent, dated archive of each Version.

1.3 If you are accepting these Terms on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Services.

2. Definitions

"Account" means the Customer's Olynx subscription record, including the Owner user, Admin users, member users, and associated configuration and billing data.

"Client" or "End Customer" means a natural or legal person who is a customer of the Customer and whose personal information, project data, communications, or payments are processed through the Services by or on behalf of the Customer.

"Customer Content" means all data, text, images, audio, video, documents, drawings, leads, contacts, scopes, estimates, proposals, contracts, signatures, and other content (i) submitted to the Services by Customer or its users, or (ii) generated within the Customer's tenant on Customer's behalf by the Services (including AI Outputs requested by Customer).

"Design Partner" means A&S AI Solutions LLC in its role as the design and development partner that builds the Included Website.

"Included Website" has the meaning set forth in Section 7.

"Order" means the subscription tier, billing interval, and any add-ons selected by Customer at checkout.

"Services" means the Olynx software-as-a-service platform, including web applications, mobile applications, APIs, edge functions, AI features, communication features, and the Included Website, in each case as made generally available by Olynx.

"Subscription" means the active, paid right to access the Services pursuant to an Order.

"Subscription Fee" means the recurring monthly fee Customer pays to Olynx for the Subscription, as set forth in Section 5.3.

"User" means an individual authorized by Customer (or by Olynx, in the case of platform administrators) to access the Services under Customer's Account.

Capitalized terms not defined in this Section have the meanings given elsewhere in these Terms.

3. Eligibility

3.1 U.S. only. The Services are offered exclusively to businesses domiciled in the United States and operating within the fifty states, the District of Columbia, and U.S. territories. Customer represents that its principal place of business is within the United States.

3.2 Age and authority. Each User must be at least eighteen (18) years of age. The individual who creates the Account represents and warrants that they (i) are eighteen years of age or older, (ii) have authority to bind Customer to these Terms, and (iii) will keep their account credentials confidential.

3.3 Sanctions and export. Customer represents that neither it nor any of its Users is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that neither it nor any of its Users is identified on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List or any similar list.

4. Account Creation; Login; Security

4.1 Authentication. Olynx authenticates Users through Google OAuth and/or email magic-link. Customer is responsible for safeguarding access to the Google account, email inbox, or other identifier used to access the Services.

4.2 Owner role. The first User to create an Account is designated the "Owner." The Owner has authority over billing, cancellation, transfers, and User invitations. Olynx will rely on instructions from the Owner unless Customer designates a successor Owner through the in-product transfer flow.

4.3 Security responsibilities. Customer shall (a) maintain the confidentiality of all credentials, (b) restrict access to authorized Users only, (c) promptly notify Olynx at security@olynxai.com of any suspected unauthorized access, (d) implement reasonable internal controls (including session management on shared devices), and (e) ensure all Users comply with these Terms.

4.4 Liability for User activity. Customer is liable for all activity occurring under its Account, whether or not authorized, unless and until Customer notifies Olynx of credential compromise.

5. Subscription, Billing, Auto-Renewal, and Price Changes

5.1 Month-to-month subscription. Subscriptions are sold on a recurring monthly basis. The initial Subscription begins on the date payment is successfully processed and renews automatically on the same day of each subsequent month ("Renewal Date") unless cancelled in accordance with Section 6.

5.2 Payment processor. All Subscription charges are processed by Stripe, Inc. ("Stripe"). By providing payment credentials, you authorize Olynx and Stripe to charge the applicable Subscription Fee, plus any applicable taxes, on each Renewal Date.

5.3 Tiers and lock-in. The "Founders" tier ($249.00 USD/month) is available to the first one hundred (100) Accounts to subscribe, subject to availability. The "Standard" tier ($375.00 USD/month) applies to all other Accounts. The Subscription Fee in effect on the date Customer first completes checkout is the "Locked Rate." Olynx will not raise the Locked Rate for the duration of continuous active Subscription. The Locked Rate is forfeited upon (i) cancellation, (ii) downgrade, (iii) lapse for non-payment exceeding thirty (30) days, or (iv) tier conversion initiated by Customer.

5.4 Auto-renewal disclosure. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW EACH MONTH AT THE LOCKED RATE, AND THE PAYMENT METHOD ON FILE WILL BE CHARGED, UNLESS YOU CANCEL AT LEAST ONE (1) DAY BEFORE THE RENEWAL DATE. You may cancel at any time at no additional cost as described in Section 6.

5.5 Price changes (Standard tier only). For Accounts not on a Locked Rate (i.e., upon forfeiture under Section 5.3), Olynx may change Subscription Fees by giving Customer at least thirty (30) days' prior notice by email to the Owner address on file. Customer may cancel without penalty prior to the effective date of the change.

5.6 Taxes. Subscription Fees are exclusive of, and Customer is responsible for, all applicable sales, use, value-added, and similar taxes. Olynx will collect taxes via Stripe's automatic tax engine.

5.7 Late payment. If a charge fails, Olynx may retry the payment, suspend the Account, restrict the Services to read-only mode, and/or take the Included Website offline until payment is restored. After thirty (30) days of non-payment, Olynx may terminate the Account.

6. Cancellation; Refunds

6.1 Cancel Anytime, No Commitment. You can cancel your Subscription at any time. There is no contract, no minimum term, no early-cancellation fee, and no obligation to keep paying past the month you are already in. To cancel, open Settings → Subscription and click Cancel. Cancellation takes effect the moment you click the button — no phone call, no chat with an agent, no retention offer you have to sit through. We will email you a confirmation within one business day. If for any reason the in-product cancel button is unavailable, you may also cancel by emailing billing@olynxai.com from the email address on your account; cancellation will be effective as of the timestamp of your email, and we will confirm within one business day.

6.2 What Happens When You Cancel. The month you have already paid for is not refunded, but you keep full access to Olynx through the end of that billing period. Your Subscription will not renew, and you will not be charged again. When the period ends, your account closes, your data enters the 90-day wind-down window described in §23, and your Included Website is taken down — unless you exercise the Website Buy-Out in §7.6 within 30 days of the cancellation effective date. That is the entire policy: pay for the month you are in, leave whenever you want, keep what you paid for until the period ends.

6.3 California Automatic Renewal Law (ARL) Disclosure. For California residents, and as a matter of policy for all customers, Olynx complies with California Business & Professions Code §§ 17600–17606 ("ARL") as amended by SB-313 (2024):

(a) Clear and Conspicuous Disclosure at Enrollment. Before you are charged, the checkout screen displays — in a bordered, bolded, plain-English block immediately adjacent to the consent checkbox, in type at least as large as the surrounding body text — the following material renewal terms: (i) the recurring charge amount; (ii) the billing cadence (monthly); (iii) that the Subscription automatically renews each month until you cancel; (iv) that Founders and Standard pricing is locked for the life of the Subscription so long as it remains continuously active; and (v) a one-sentence statement of how to cancel. The consent checkbox is unchecked by default and requires affirmative action to enroll.

(b) Acknowledgment Email (Retainable Record). Within 24 hours of your first charge, Olynx sends a transactional email to the address on your account containing, in retainable form: (i) the full auto-renewal terms set forth in §6.3(a); (ii) this §6 cancellation policy in full; (iii) a one-click cancel link tied to your account; and (iv) Olynx's contact information for cancellation by email. This email satisfies Cal. Bus. & Prof. Code § 17602(b).

(c) One-Click Online Cancellation. Because you enrolled online, you may cancel online. Cancellation is available as a single button in Settings → Subscription, in the same medium and with no more steps than enrollment required. Olynx will not require you to call a phone number, speak to an agent, accept a retention offer, or complete any additional flow as a precondition to cancellation. Any "are you sure?" confirmation will present a visually-equal "Cancel now" option alongside any save offer, and the save offer may be dismissed in one click.

(d) Material Change Notice. If Olynx materially changes the auto-renewal terms (price, cadence, or how to cancel), we will provide clear and conspicuous notice and obtain your renewed affirmative consent before the change takes effect, as required by § 17602(c).

(e) Remedies. If Olynx fails to comply with this §6.3, you are entitled to the remedies set forth in Cal. Bus. & Prof. Code § 17603.

6.4 FTC "Click-to-Cancel" Compliance (16 C.F.R. Part 425). Olynx's cancellation mechanism is designed to comply with the Federal Trade Commission's Negative Option Rule, 16 C.F.R. Part 425:

(a) Simple Mechanism (§ 425.4(b)(1)). Cancellation is available through a single, clearly-labeled button inside the logged-in Olynx product, on the same screen path as billing management.

(b) Same Medium (§ 425.4(b)(2)). Cancellation is available in every medium in which the Subscription may be initiated.

(c) At-Least-As-Easy (§ 425.4(b)(3)). The number of steps to cancel does not exceed the number of steps to enroll. No additional information, identity verification beyond ordinary account login, or interaction with a human agent is required.

(d) No Forced Save Attempts (§ 425.4(c)). Olynx will not present retention offers, save attempts, or any "modification" of the Subscription as a precondition to cancellation without your express affirmative consent to hear such offers. If any offer is presented, a visually-equal "Skip offer and cancel now" option is provided alongside it and may be selected in a single click.

(e) Fallback Channel. If the in-product cancellation mechanism is unavailable for any reason, you may cancel by emailing billing@olynxai.com from the email address on your account. Olynx will honor the cancellation as effective on the timestamp of your email and will confirm within one business day.

(f) Effective Date. A cancellation is effective on the timestamp at which you click the cancel button or, in the case of email fallback, the timestamp of your cancellation email — not the timestamp of Olynx's confirmation.

6.5 No Partial-Month Refunds; No Early-Termination Fee. For clarity and to remove any ambiguity: Olynx does not pro-rate refunds for partial months, and Olynx does not charge any early-termination fee, cancellation fee, restocking fee, or similar charge. The economic deal is simple: you pay month-to-month, you keep what you paid for, and you can walk away at any month boundary with nothing further owed.

6.6 Chargebacks in Lieu of Cancellation. Initiating a payment-card chargeback for a charge that you could have avoided by using the cancellation mechanism in §6.1 is governed by §8.6. Good-faith disputes are not penalized; abusive chargebacks may result in reimbursement obligations and termination for non-payment under §22.

7. Included Website

7.1 Description of the Included Website. Each active Subscription includes one custom-built business website (the "Included Website") designed and developed for Customer by Olynx's design and development partner, A&S AI Solutions LLC ("Design Partner"). The Included Website typically consists of a multi-page marketing site with Customer-supplied branding, copy, and imagery, integrated lead-capture form, basic on-page SEO setup, hosting, SSL, and DNS configuration. The retail value of a comparable custom build, if purchased outside the Subscription, is approximately Two Thousand U.S. Dollars (US $2,000). This retail value is the reference figure used in the Buy-Out formula in §7.6 and is not separately invoiced.

7.2 No Separate Charge. The Included Website is bundled into the Subscription Fee. Customer is not separately invoiced for design, development, hosting, SSL, or DNS configuration of the Included Website during the active Subscription. Domain registration fees, third-party plugin fees, premium stock media, and similar pass-through costs are not included and, if incurred at Customer's request, will be billed separately or paid directly by Customer to the relevant vendor.

7.3 Refreshes. During each twelve (12) month period of continuous active Subscription, Customer is entitled to up to four (4) website refreshes at no additional charge. A "refresh" means a content, copy, imagery, color, typography, or section-layout update to existing pages, or the addition or removal of up to two (2) pages, requested by Customer through Olynx's standard intake process. Refreshes do not include rebuilds onto a different platform, custom application development, e-commerce build-outs beyond what is offered as a standard Subscription feature, or integrations with third-party systems not already supported by Olynx. Unused refreshes do not roll over between twelve-month periods and have no cash value.

7.4 Ownership During Active Subscription. During the active Subscription, the Included Website (including its source code, design files, page templates, component library, generated assets, and configuration) is owned outright by Olynx and the Design Partner, jointly or as allocated between them under their separate written agreement. Customer is granted a non-exclusive, non-transferable, royalty-free license to display, use, and benefit from the Included Website solely in connection with Customer's active Subscription and solely for Customer's own business purposes. Customer retains all rights in Customer-supplied content (logos, copy, photographs, brand marks, and similar materials provided by Customer for incorporation into the Included Website), which Customer licenses to Olynx and the Design Partner under §18 for the purpose of building, hosting, and operating the Included Website.

7.5 Effect of Cancellation or Termination on the Included Website. (a) On or after the end of the then-current billing period following Customer's cancellation under §6.1, or immediately upon termination by Olynx for cause under §22.3, Olynx and the Design Partner may take the Included Website offline, point the associated DNS away from Olynx infrastructure, disable Customer's editor access, and archive or delete the underlying source code, design files, and assets, in each case subject to §7.6 (Buy-Out) and §23 (Data Retention, Export, and Deletion). (b) For clarity, the license granted to Customer in §7.4 terminates automatically when the Subscription ends, except to the extent expressly preserved by a completed Buy-Out under §7.6. (c) Customer-supplied content remains Customer's property at all times and is governed by §23.

7.6 Buy-Out Option. (a) Offer. If Customer's Subscription ends by Customer's cancellation under §6.1 (i.e., voluntary cancellation, not termination by Olynx for cause under §22.3), Customer may, within thirty (30) calendar days after the cancellation effective date, elect to purchase full ownership of the Included Website (a "Buy-Out") by paying the Buy-Out Price calculated under §7.6(b) and signing Olynx's standard Buy-Out and assignment instrument. The Buy-Out is offered only to accounts in good standing, meaning: (i) no outstanding balance owed to Olynx; (ii) no successful or pending payment chargeback initiated by Customer against Olynx within the prior twelve (12) months; and (iii) no active suspension or termination for cause under §22.3.

(b) Buy-Out Price Formula. The Buy-Out Price is calculated as:

Buy-Out Price = the greater of US $0 and (US $2,000 minus the Subscription Fees Paid Through Cancellation).

For purposes of this §7.6:

(i) "Subscription Fees Paid Through Cancellation" means the cumulative U.S. dollar amount that Olynx has actually received and retained from Customer for the recurring Subscription Fee across the entire lifetime of Customer's account through the cancellation effective date. It is denominated in dollars, not months, and is tier-agnostic — every dollar of Subscription Fee Olynx has collected and retained counts, whether paid at the Founders tier, the Standard tier, or any future tier, and whether paid in a single uninterrupted run or across multiple subscription periods on the same account.

(ii) The following amounts do not count toward Subscription Fees Paid Through Cancellation: setup, onboarding, add-on, or one-time fees; SMS, voice, AI, or other usage-based overage charges; Stripe pass-through processing fees; sales, use, or other taxes; refunds Olynx has issued to Customer (whether voluntary or required); amounts that have been successfully charged back, reversed, or disputed against Olynx by Customer or Customer's card issuer (whether or not Olynx ultimately re-collects them); and amounts paid by or on behalf of any other customer or account.

(iii) Whole calendar months only; no proration. A month for which Customer was billed and the charge was paid and retained counts in full toward the running total, even if Customer cancels mid-month. For example, a Customer on the Founders tier ($249/month) who cancels on day 29 of month 1 has paid $249 in Subscription Fees Paid Through Cancellation and the Buy-Out Price is $2,000 − $249 = $1,751.

(iv) Worked examples (illustrative, U.S. dollars): • Founders tier ($249/month): month 1 cancellation = $1,751; month 4 = $1,004; month 8 = $8; month 9 or later = $0. • Standard tier ($375/month): month 6 or later = $0. • Mixed: 4 months at Founders ($996) followed by 3 months at Standard ($1,125), cancel after month 7 = $2,000 − $2,121 = $0.

(v) Subscription pauses, if Olynx offers them in the future, do not accrue Subscription Fees and therefore do not advance the Buy-Out Price toward $0. The running total is cumulative across the lifetime of the account and is not reset by gaps, downgrades, or upgrades.

(vi) A successful chargeback or refund permanently reduces Subscription Fees Paid Through Cancellation by the reversed amount and may also disqualify Customer from the Buy-Out under the good-standing requirement in §7.6(a).

(c) Window. The Buy-Out election must be made, and the Buy-Out Price (if greater than $0) must be paid in full, within thirty (30) calendar days after the cancellation effective date. The thirty-day window is a strict deadline. Olynx is under no obligation to extend it, reopen it, or honor a Buy-Out request submitted after it expires.

(d) Zero-Dollar Buy-Outs. If the formula in §7.6(b) yields a Buy-Out Price of $0, Customer must still affirmatively elect the Buy-Out within the thirty-day window under §7.6(c) and sign Olynx's standard Buy-Out and assignment instrument; otherwise the Included Website will be taken offline and archived or deleted under §7.5 and §23.

(e) Deliverables on Completed Buy-Out. Upon Olynx's receipt of the Buy-Out Price (or upon Customer's signed election in the case of a $0 Buy-Out) and Customer's signed Buy-Out and assignment instrument, Olynx will, within a commercially reasonable period, deliver to Customer: (i) the then-current source code of the Included Website in a Git repository or equivalent archive; (ii) the design files (including editable source files where reasonably available); (iii) the asset bundle (images, fonts under transferable licenses, and other media generated for or assembled into the Included Website, excluding third-party assets whose licenses do not permit transfer); (iv) reasonable assistance with DNS handoff to a Customer-designated host; and (v) a written assignment of the Design Partner's and Olynx's rights in the foregoing sufficient to vest ownership of the Included Website in Customer, subject to any third-party licenses that by their terms do not transfer. After delivery, Customer is solely responsible for hosting, maintenance, security, and ongoing operation of the website, and Olynx has no further obligation with respect to it.

(f) Forfeiture. The Buy-Out option is forfeit, and Olynx may proceed under §7.5 without offering a Buy-Out, if: (i) Customer's Subscription is terminated by Olynx for cause under §22.3; (ii) Customer is not in good standing as defined in §7.6(a) at the time of the Buy-Out election or at the time the Buy-Out Price is due; or (iii) the thirty-day window in §7.6(c) expires without a completed election and payment.

7.7 Design Partner Relationship. The Design Partner is an independent contractor of Olynx, not of Customer. Customer has no direct contractual relationship with the Design Partner and shall direct all communications, requests, and complaints regarding the Included Website to Olynx. Olynx is solely responsible to Customer for performance of the Included Website obligations in this §7.

7.8 Limitations. The Included Website is provided on an "as is" and "as available" basis, subject to §19 (Disclaimers). Olynx does not guarantee specific search rankings, lead volume, conversion rates, uptime above the levels described in Olynx's then-current public service descriptions, or compatibility with every browser, device, or third-party integration. Customer is solely responsible for the accuracy, lawfulness, and non-infringement of all Customer-supplied content under §7.4.

8. Payment Processing for Customer's End Customers (Stripe Connect)

8.1 Connect model. Customer may use Olynx to accept payments from its End Customers through a Stripe Connect account ("Connected Account") onboarded via the in-product flow. The Connected Account is Customer's own merchant account with Stripe.

8.2 Zero Olynx application fee. Olynx does not charge an application fee, transaction fee, or processing markup on payments processed through the Connected Account. Olynx's compensation is solely the Subscription Fee.

8.3 Stripe fees. Standard Stripe processing fees (card, ACH, instant transfer, currency conversion, dispute fees, and similar) apply and are deducted by Stripe from the Connected Account. Customer is responsible for reviewing and accepting Stripe's Connected Account Agreement and Services Agreement directly with Stripe.

8.4 Customer is the merchant. Customer is the merchant of record for all transactions on the Connected Account. Olynx is not a party to any transaction between Customer and an End Customer.

8.5 Chargebacks and disputes on Connected Account transactions. Any chargeback, dispute, reversal, refund, or ACH return on a Connected Account transaction is the sole responsibility of Customer. Olynx will not advance funds, indemnify, or otherwise stand behind Customer's transactions with End Customers.

8.6 Subscription chargebacks. (a) Good-Faith Disputes Preserved. Nothing in these Terms limits Customer's rights under Regulation E (12 CFR Part 1005), Regulation Z (12 CFR Part 1026), or the dispute-resolution rules of any applicable payment card network. Olynx will not suspend the Service, take down the Included Website, revoke Locked-In Founder Pricing or any other promotional rate, accelerate fees, or otherwise penalize Customer solely because Customer files a good-faith dispute, including disputes arising from unauthorized use of Customer's payment method, suspected fraud, billing error, duplicate charge, or a charge Customer reasonably believes was not properly authorized.

(b) Non-Good-Faith Chargebacks Defined. A "Non-Good-Faith Chargeback" means a chargeback, ACH return, or payment reversal initiated by Customer with respect to a charge that (i) Customer authorized, (ii) corresponds to Service actually rendered or made available during the applicable billing period, (iii) was billed at the rate Customer agreed to in these Terms, and (iv) Customer has not first attempted to resolve through Olynx's billing-support process at billing@olynxai.com.

(c) Reimbursement of Properly Owed Amounts. If a chargeback (whether good-faith or not) results in funds being withdrawn from Olynx for a charge that, after the issuer's or network's dispute process concludes, is determined to be properly owed, Customer agrees to reimburse Olynx for (i) the disputed amount, and (ii) reasonable, documented processor fees actually charged to Olynx by Stripe or the card network in connection with the dispute.

(d) Treatment as Unpaid Invoice. An unreimbursed amount under §8.6(c) becomes an unpaid balance owed to Olynx. If the balance remains uncured fifteen (15) days after written notice, Olynx may suspend the Service and exercise its other remedies under §22 (Termination for Non-Payment) on the same terms that apply to any other unpaid invoice.

(e) Effect on Locked-In Pricing, the Included Website, and the Buy-Out Right. Locked-In pricing, the Included Website under §7, and the Buy-Out right under §7.6 are not forfeited, revoked, or modified by the filing of a chargeback alone. They may, however, terminate as a downstream consequence of the Subscription itself ending — for example, if the unpaid balance under §8.6(d) is not cured and the Subscription is terminated for non-payment under §22. The Buy-Out right under §7.6 remains available to Customer on the standard terms, subject to the good-standing requirement (no uncured balance and no Non-Good-Faith Chargeback within the prior twelve (12) months).

(f) No Waiver of Statutory Rights. Customer's rights under Regulation E, Regulation Z, the Fair Credit Billing Act, applicable card-network rules, and analogous state consumer-protection laws cannot be waived by these Terms and are not waived here.

9. AI Services

9.1 AI Providers. The Services use third-party and on-device artificial-intelligence and machine-learning models to power features including, without limitation, drafting, summarization, classification, search, voice transcription and synthesis, image generation, and conversational assistance ("AI Features"). As of the Effective Date, Olynx routes AI requests to the following providers, each subject to its own terms and privacy policies: (a) Google (Gemini family models, Vertex AI, and related APIs); (b) OpenAI (GPT-family, image, and Realtime voice models); (c) Cartesia (voice synthesis); (d) LiveKit (real-time media transport for voice agent sessions); and (e) IBM Granite or comparable open-weights models executed locally in Customer's browser or device ("Local Models"). Olynx may add, remove, or replace providers at any time under Section 9.4. A current list of subprocessors is maintained at https://olynxai.com/legal/subprocessors.

9.2 Ownership of Outputs. As between Olynx and Customer, and subject to (i) the underlying rights of the applicable AI provider, (ii) any third-party rights in input materials, and (iii) Section 18 (Intellectual Property), Customer owns the outputs generated by AI Features in response to Customer's prompts and Customer Content ("AI Outputs"). Customer acknowledges that AI Outputs are not unique to Customer: similar or identical outputs may be generated for other users from similar prompts, and Olynx makes no representation that any AI Output is original, non-infringing, accurate, or fit for any particular purpose.

9.3 No Training on Customer Content; Zero-Data-Retention. Olynx does not use Customer Content or End Customer Data to train, fine-tune, or improve Olynx-owned models, and contractually directs each third-party AI provider not to use Customer Content or End Customer Data to train that provider's foundation or general-purpose models. Where a provider offers a Zero-Data-Retention ("ZDR") or equivalent no-retention mode, Olynx will enable it on the affected endpoints; Olynx will use commercially reasonable efforts to verify ZDR status, but Customer acknowledges that Olynx's ability to confirm a provider's internal retention behavior is limited to that provider's contractual representations and published documentation. Providers may retain inputs and outputs for a limited period for abuse monitoring, safety, and legal-compliance purposes as described in each provider's terms. Local Models (Section 9.5) process data entirely on Customer's device and transmit nothing to Olynx or any third party for that inference.

9.4 Model and Provider Substitution. Olynx may, in its reasonable discretion and without prior notice, substitute, upgrade, downgrade, route between, or discontinue specific models or providers powering any AI Feature, provided that any substitution will not materially reduce the functional capability of the AI Feature as a whole. Olynx is not obligated to preserve any specific model version, prompt-response behavior, latency profile, or output style.

9.5 Local Models. Certain AI Features may execute Local Models on Customer's device using WebGPU, WebAssembly, or comparable technologies. Local Models are licensed under their respective open-source or open-weights licenses (e.g., Apache 2.0 for IBM Granite), and Customer's use is subject to those licenses. Local Models run client-side; outputs are produced on-device and Olynx does not receive the inference inputs or outputs. Performance, accuracy, and availability of Local Models depend on Customer's hardware, browser, and network conditions and may differ materially from cloud-hosted models.

9.6 No Professional Advice. AI Features are general-purpose productivity tools. AI Outputs do not constitute, and must not be relied upon as, legal, tax, accounting, engineering, architectural, construction-code, building-permit, licensing, insurance, medical, financial, investment, or other professional advice. AI Outputs may be inaccurate, incomplete, outdated, biased, or fabricated ("hallucinated"). Customer is solely responsible for reviewing, verifying, and validating any AI Output before relying on it, distributing it, presenting it to an End Customer, submitting it to a governmental authority, or using it to make any business, legal, financial, safety, or compliance decision. Customer assumes all risk arising from its use of AI Outputs.

9.7 AI Grounding Knowledge Base. To reduce model hallucination on factual questions, Olynx maintains a curated reference corpus consisting of (a) U.S. federal, state, and local statutes, regulations, agency guidance, official forms, and other government-authored materials, and (b) summaries, paraphrases, and excerpts of widely-adopted technical, building, mechanical, plumbing, electrical, fire, and similar codes, used solely as Retrieval-Augmented Generation ("RAG") context for AI Features (the "Grounding Corpus"). The Grounding Corpus is not Customer Content, is not End Customer Data, is not used to train Olynx-owned or third-party foundation models, and is not legal, tax, engineering, construction-code, or other professional advice. AI Outputs grounded in the Grounding Corpus may nonetheless be inaccurate, incomplete, or out of date, and may reflect superseded versions of codes or regulations or codes that have not been adopted in Customer's jurisdiction. Customer is solely responsible for verifying any code, regulatory, statutory, or legal AI Output against the current official source published by the relevant governmental authority or standards organization before relying on it. Olynx may add to, remove from, revise, re-source, or discontinue the Grounding Corpus at any time, in whole or in part, without notice.

10. Customer Account Data

10.1 Olynx acts as a controller with respect to (a) Account registration data, (b) billing and payment information, (c) authentication records, (d) telemetry and security logs concerning Customer's use of the Services, and (e) communications between Olynx and Customer about the Account. Olynx processes such data as described in the Privacy Policy.

11. End Customer Data (Customer as Controller; Olynx as Processor)

11.1 Roles. With respect to Customer Content concerning End Customers — including names, contact information, project details, payment information collected via Connect, photographs of End Customers' property, signed contracts, recorded calls, and lead submissions — Customer is the data controller and Olynx is the data processor (or service provider, as applicable under U.S. state privacy law).

11.2 DPA. Olynx's Data Processing Addendum, when published at https://olynxai.com/dpa, is incorporated by reference and forms part of these Terms. In the event of conflict between these Terms and the DPA with respect to End Customer personal information, the DPA controls.

11.3 Sub-processors. A current list of sub-processors is maintained at https://olynxai.com/legal/subprocessors and includes, as of the Effective Date: Supabase, Vercel, Resend, Twilio, Google (Vertex AI / Workspace integrations), OpenAI, Anthropic, Cartesia, LiveKit, Stripe, Meta, and IBM (Granite on-device).

11.4 Customer obligations. Customer warrants that it (a) has the legal basis required to provide End Customer personal information to Olynx, (b) has provided End Customers with a privacy notice covering the processing performed by Olynx on Customer's behalf, and (c) will respond to End Customer data-subject rights requests, including by forwarding such requests to Olynx where Olynx's assistance is required.

11.5 Cross-border transfers. The Services are operated from the United States. Customer warrants it will not knowingly transmit personal information of data subjects in jurisdictions imposing cross-border transfer obligations (e.g., the EEA, the UK, Switzerland) without separate written arrangement with Olynx.

12. SMS and Voice Communications (TCPA / A2P 10DLC)

12.1 Customer-initiated SMS. Customer's use of SMS features (including arrival notifications, proposal links, and bulk campaigns) requires that Customer first obtain prior express written consent from each recipient, where required by the Telephone Consumer Protection Act (47 U.S.C. § 227), FCC implementing rules (including the 2024 "one-to-one consent" rule), and applicable state law.

12.2 Quiet hours. Customer is responsible for not sending SMS to recipients between 9:00 p.m. and 8:00 a.m. in the recipient's local time zone, consistent with TCPA rules and state mini-TCPAs.

12.3 A2P 10DLC. Where Customer uses a long-code phone number provisioned via Twilio, Customer is responsible for accurate brand and campaign registration through Olynx's onboarding flow. Misregistration may result in carrier blocking, fines, and account suspension.

12.4 STOP/HELP handling. Olynx automatically honors STOP, UNSUBSCRIBE, CANCEL, END, QUIT (opt-out), HELP, and START / SUBSCRIBE / UNSTOP (opt-in / help) keywords. Olynx will not transmit further marketing or transactional SMS to a number that has opted out.

12.5 Liability. Customer agrees that any TCPA, telemarketing, or state UCL claims arising from SMS sent at Customer's direction are Customer's responsibility, and Customer will indemnify Olynx as set forth in Section 21.

13. Email Communications (CAN-SPAM / RFC 8058)

13.1 Customer-initiated email. Customer's use of email features (proposals, invoices, reminders, marketing) requires compliance with the CAN-SPAM Act (15 U.S.C. §§ 7701–7713), including (a) accurate header information, (b) non-deceptive subject lines, (c) identification as a commercial message where applicable, (d) inclusion of a valid physical postal address, and (e) prompt honor of unsubscribe requests.

13.2 Olynx-provided unsubscribe infrastructure. Olynx adds RFC 8058 List-Unsubscribe and List-Unsubscribe-Post headers to outbound emails and operates a /unsubscribe/[token] preference center. Unsubscribes recorded through Olynx are reflected in Customer's tenant and prevent further Olynx-routed sending to that address.

13.3 Sender identity. Outbound email is sent in the format "Customer Name <no-reply@olynxai.com>" unless Customer configures custom sender authentication. Customer represents that this sender format accurately identifies Customer.

14. Voice Agent (Olli); Call Recording

14.1 What Olli Is. "Olli" is Olynx's AI-powered voice agent, which Customer may enable to place outbound calls or answer inbound calls on Customer's behalf. Olli is built on third-party real-time voice and telephony infrastructure (including, without limitation, LiveKit, OpenAI Realtime, and Cartesia) and produces, transmits, and stores audio recordings and transcripts of those calls. Customer acknowledges that when Olli is enabled, Olynx — not Customer — is the party that technically initiates, captures, processes, and stores the call audio. For purposes of state and federal recording-consent laws, Olynx is therefore a recording party on every Olli call, in addition to Customer. Customer remains the commercial principal on whose behalf the call is placed.

14.2 Olynx's Default Disclosure. Because Olynx is itself a recording party, Olynx ships, and will continue to ship, a default introductory disclosure that Olli speaks at the very beginning of every call, before any substantive conversation, identifying (a) that the caller is an AI assistant, (b) the name of the Customer on whose behalf the call is being placed, (c) that the call is being recorded and processed by AI for quality and follow-up purposes, and (d) that the called party may opt out by saying "stop" or hanging up, and that by continuing the call they consent to the recording. Olynx also emits a periodic audible notification tone during the call consistent with the federal recording-notification safe-harbor pattern (18 U.S.C. § 2511). Olynx will not begin durable storage of call audio until the introductory disclosure has finished playback, and Olynx will retain a timestamped consent artifact for each call for a period of not less than four (4) years. This default disclosure is hardcoded at the platform layer and cannot be removed, shortened, or reordered by Customer. Customer agrees not to attempt to disable, suppress, edit out, or instruct Olli to omit, contradict, or talk over this disclosure or the notification tone; any such attempt is a material breach of these Terms and grounds for immediate suspension under §22.

14.3 Customer-Configurable Additional Disclosure. Customer may, and in some jurisdictions must, require Olli to deliver additional or more specific disclosure language beyond Olynx's default — for example, an express two-party consent script for calls into California, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, Washington, or any other jurisdiction Customer operates in that requires the consent of all parties to record. Customer is solely responsible for (a) identifying the recording-consent regime that applies to each call, taking into account both Customer's location and the called party's location, (b) configuring Olli with any additional disclosure language required by those laws, and (c) instructing Olli not to call, or to refuse calls from, jurisdictions where Customer is unable or unwilling to satisfy applicable consent requirements. Olynx's provision of a default disclosure is a baseline platform safeguard; it is not, and Customer shall not represent it to be, a legal opinion that the default alone is sufficient for any particular call, jurisdiction, or use case.

14.4 Allocation of Responsibility; Indemnity. Olynx is responsible for the operation of the default disclosure, the notification tone, the storage of the consent artifact, and the technical recording, transmission, and storage of call audio on Olynx infrastructure. Customer is responsible for (a) the decision to enable Olli, (b) the list of phone numbers Olli is instructed to call and the times and frequency of those calls (including TCPA compliance under §12), (c) any Customer-Configurable Additional Disclosure under §14.3, (d) the substantive content of the conversation beyond the default disclosure, and (e) overall compliance with the recording-consent, wiretap, eavesdropping, AI-disclosure (including California SB 1001 and the FCC's 2024 ruling on AI-generated voices), and consumer-protection laws of every state in which Customer operates or into which Customer directs Olli to call. Customer shall indemnify Olynx under §21 against any Claim arising from Customer's failure to comply with the foregoing.

15. Lead Capture Embed

15.1 Customer may install Olynx's lead-capture endpoint or embed on Customer's external website or landing pages. Form submissions are ingested into the leads table within Customer's tenant.

15.2 Customer is the controller of all lead data so captured. Customer represents that the originating form provides a privacy notice and any opt-in checkboxes (including SMS consent, where applicable) required by law.

16. Electronic Signatures; E-Records Consent

16.1 Intent. Signatures captured through the Services (including click-to-sign, typed-name signatures, and any signature blocks rendered by the contract finalization workflow) are intended by the parties to constitute electronic signatures under the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq. ("ESIGN"), and the Uniform Electronic Transactions Act ("UETA") as adopted in the applicable U.S. state. Customer and Olynx agree, as between themselves, that electronic signatures applied to this Agreement and to any document executed between Customer and Olynx through the Services have the same legal effect as handwritten signatures.

16.2 Consumer E-Records Consent Is Customer's Responsibility. For any contract, proposal, change order, or other record that Customer executes through the Services with an End Customer who is a natural person entering into the transaction primarily for personal, family, or household purposes (a "Consumer Transaction"), ESIGN §101(c) requires that, before electronic records are used in lieu of records the law otherwise requires to be provided or made available in writing, the End Customer receive a clear and conspicuous statement of (a) any right to receive the record on paper and any right to withdraw consent, (b) the consequences of withdrawing consent or of failing to update contact information, (c) whether consent applies only to the specific transaction or to a category of records, (d) procedures to withdraw consent and to update contact information, and (e) the hardware and software requirements to access and retain the electronic records, together with the End Customer's affirmative consent and a reasonable demonstration that the End Customer can access records in the electronic form to be used. Olynx does not, as of the Effective Date, present this §101(c) disclosure or capture this consent on Customer's behalf inside the contract finalization workflow. Customer is solely responsible, prior to obtaining any electronic signature from an End Customer through the Services on a Consumer Transaction, for delivering the §101(c) disclosures and obtaining the End Customer's affirmative E-Records consent through a means that satisfies the reasonable-demonstration requirement, and for retaining evidence of that disclosure and consent. Customer's use of the Services to obtain an electronic signature on a Consumer Transaction constitutes Customer's representation to Olynx that Customer has done so.

16.3 What the Services Record. When a signature is applied through the Services, Olynx captures and retains, as part of the contract record, the signer's typed or click-through input, the date and time of signing, the IP address presented to Olynx at signing, the document content as signed, and a cryptographic hash of the signed document. Customer may export this signing record at any time during the Subscription Term. Olynx makes no representation that this signing record alone satisfies ESIGN §101(c) for Consumer Transactions; see §16.2.

16.4 Future Changes. Olynx may, at its option and without obligation, add an in-product §101(c) consent capture step to the contract finalization workflow. If and when Olynx does so and notifies Customer that the feature is available, §16.2 will, on a going-forward basis for contracts executed through that updated workflow, be superseded for those contracts by the in-product flow, but Customer remains responsible for §101(c) compliance for all contracts executed before that change and for any Consumer Transaction executed through any path that does not use the updated workflow.

17. Acceptable Use

17.1 Customer shall not, and shall not permit any User to: (a) use the Services in violation of applicable law, including U.S. export controls, OFAC sanctions, anti-spam laws, anti-fraud laws, or consumer protection laws; (b) send spam or unsolicited bulk messages of any kind; (c) transmit malware, viruses, or destructive code; (d) scrape, crawl, reverse engineer, decompile, or attempt to derive the source code of the Services, except to the limited extent permitted by applicable law notwithstanding this restriction; (e) resell, sublicense, rent, lease, or operate the Services as a service bureau on behalf of unaffiliated third parties; (f) circumvent rate limits, quotas, or authentication controls; (g) upload content that infringes any third party's intellectual property, privacy, or publicity rights; (h) impersonate any person or entity, including Olynx personnel; (i) use AI features to generate content that is unlawful, harassing, deceptive (e.g., generating fake reviews or fake regulatory documents), or that depicts identifiable individuals without their consent; (j) use the Services to operate or facilitate a business that is unlawful where conducted, or that violates Olynx's then-current Prohibited Industries policy.

17.2 Olynx may suspend or terminate the Account for any violation of this Section 17, with or without notice depending on severity.

18. Intellectual Property

18.1 Olynx platform. As between the parties, Olynx and its licensors own all right, title, and interest in and to the Services, including the platform code, design, user interface, documentation, trademarks, and the Included Website (as set forth in Section 7), and all improvements, modifications, and derivative works thereof. No license is granted to Customer except as expressly set forth in these Terms.

18.2 Customer Content. Customer retains all right, title, and interest in and to Customer Content.

18.3 License to Olynx. Customer grants Olynx a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, copy, modify (for technical purposes such as resizing, transcoding, embedding generation, and formatting), and create back-up copies of Customer Content, in each case solely as necessary to provide the Services to Customer, to perform analytics in aggregated and de-identified form on Olynx's own operations, and to comply with law. Olynx will not use Customer Content to train Olynx-owned generative AI models.

18.4 Photographs and identifiable individuals. Customer represents that, for any photograph or video uploaded that depicts an identifiable individual or private property, Customer has the consents or other legal basis required to make such upload and to permit Olynx and its sub-processors to process the image as described in these Terms.

18.5 Feedback. If Customer provides Olynx with feedback or suggestions, Customer grants Olynx a perpetual, irrevocable, royalty-free license to use such feedback without restriction.

19. Disclaimers

19.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OLYNX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

19.2 OLYNX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE PRESERVED WITHOUT LOSS.

19.3 OLYNX MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUTS. CUSTOMER ASSUMES ALL RISK OF RELIANCE ON SUCH OUTPUTS.

19.4 OLYNX MAKES NO GUARANTEE OF REVENUE, PROFIT, LEADS, CONVERSION, OR BUSINESS OUTCOME RESULTING FROM USE OF THE SERVICES.

20. Limitation of Liability

20.1 Exclusion of Indirect and Consequential Damages. To the maximum extent permitted by applicable law, in no event shall either party, or their respective affiliates, officers, directors, employees, agents, suppliers, licensors, or service providers, be liable to the other party or to any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for lost profits, lost revenue, lost business opportunity, lost goodwill, loss of use, business interruption, loss of data, cost of substitute goods or services, or diminution in value, arising out of or relating to this Agreement, the Services, the Included Website, the AI Services, the Stripe Connect integration, or any Customer Content or End Customer Data, whether based in contract, tort (including negligence), strict liability, statute, or any other legal or equitable theory, and whether or not the party has been advised of the possibility of such damages.

20.2 Aggregate Cap on Direct Damages. Subject to Section 20.3, the total cumulative liability of each party, together with its affiliates, arising out of or relating to this Agreement, the Services, the Included Website, the AI Services, or any other subject matter hereof shall not exceed, in the aggregate, the greater of (a) the total fees actually paid by Customer to Olynx under this Agreement during the twelve (12) months immediately preceding the first event giving rise to the claim, or (b) one hundred U.S. dollars ($100). Multiple claims shall not enlarge this cap.

20.3 Carve-Outs. Notwithstanding anything to the contrary in Sections 20.1 or 20.2, the exclusions and the aggregate cap set forth above shall not apply to, and shall not limit either party's liability for, any of the following: (a) a party's gross negligence, willful misconduct, or fraud, or fraudulent misrepresentation; (b) death or bodily injury caused by a party's negligent or wrongful act or omission; (c) Olynx's indemnification obligations under Section 21.2, and Customer's indemnification obligations under Section 21.1; (d) a party's infringement, misappropriation, or violation of the other party's intellectual property rights; (e) a party's breach of its confidentiality obligations under this Agreement; (f) Customer's payment obligations to Olynx, including amounts due for the Services, the Included Website Buy-Out under Section 7.6, chargebacks, reversed payments, fees, taxes, and interest; (g) a party's violation of applicable privacy, data-protection, telemarketing, or consumer-protection law, including without limitation the California Consumer Privacy Act and California Privacy Rights Act (including the private right of action under Cal. Civ. Code § 1798.150), the Virginia VCDPA, the Colorado CPA, the Connecticut CTDPA, the Utah UCPA, the Texas TDPSA, the Oregon OCPA, the Telephone Consumer Protection Act, and the CAN-SPAM Act; (h) a party's violation of applicable export-control, sanctions, or anti-corruption law; and (i) any other liability that, under applicable law, cannot be excluded, disclaimed, limited, or waived by agreement.

If applicable law does not permit the full exclusion or limitation of liability set forth in Sections 20.1 or 20.2 with respect to a particular type of damages or claim, the exclusion or limitation shall apply to the maximum extent permitted by such law, and the remainder of this Section 20 shall remain in full force and effect.

20.4 Allocation of Risk; Basis of the Bargain. Customer acknowledges and agrees that the fees charged by Olynx for the Services reflect the allocation of risk set forth in this Section 20 and in Sections 19 and 21; Olynx would not enter into this Agreement without these limitations; the limitations and exclusions in this Section 20 form an essential basis of the bargain between the parties and shall apply even if any limited or exclusive remedy provided in this Agreement is found to have failed of its essential purpose; and the parties have had the opportunity to consult with legal counsel regarding this Section 20.

21. Indemnification

21.1 Customer Indemnification of Olynx. Customer shall defend, indemnify, and hold harmless Olynx, A&S AI Solutions LLC, the Design Partner, and each of their respective officers, directors, employees, contractors, affiliates, successors, and assigns (collectively, the "Olynx Indemnitees") from and against any and all third-party claims, actions, proceedings, investigations, demands, suits, audits, regulatory enforcement actions, and arbitrations (each, a "Claim"), and all resulting liabilities, judgments, settlements, fines, penalties, statutory damages, forfeitures, restitution orders, costs, expenses, and reasonable attorneys' and experts' fees (collectively, "Losses") arising out of or relating to:

(a) Telephone and Text Communications. Any Claim under the Telephone Consumer Protection Act (47 U.S.C. § 227), the FCC's implementing rules (47 C.F.R. § 64.1200 et seq.), federal and state Do-Not-Call registries, the CAN-SPAM Act, state mini-TCPA and unsolicited-communications statutes, in each case arising from SMS, MMS, voice, ringless-voicemail, fax, or email outreach initiated through the Services by Customer or anyone using Customer's account; lists or contacts uploaded by Customer; the content or scripting of outreach Customer controlled; Customer's failure to obtain or retain valid prior express written consent; or Customer's A2P 10DLC registration and content compliance.

(b) Recording and Voice Agent Consent. Any Claim under federal or state wiretap, eavesdropping, or two-party-consent statutes (including without limitation Cal. Penal Code §§ 631–632.7, Fla. Stat. § 934.03, 720 Ill. Comp. Stat. 5/14-2, Mass. Gen. Laws ch. 272 § 99, Md. Code Cts. & Jud. Proc. § 10-402, Wash. Rev. Code § 9.73.030, and Pa. Cons. Stat. tit. 18 § 5704), the federal Wiretap Act, the Stored Communications Act, or any analogous law, arising from Customer's use, configuration, or deployment of the AI Voice Agent, call-recording, transcription, or in-meeting transcription features.

(c) Home-Improvement, Contractor-Licensing, and Consumer-Protection Laws. Any Claim under state home-improvement contractor licensing, registration, bonding, or right-to-cancel statutes (including without limitation Cal. Bus. & Prof. Code § 7150 et seq., N.Y. Gen. Bus. Law Art. 36-A, N.J. Stat. Ann. § 56:8-136 et seq., Md. Bus. Reg. Code § 8-101 et seq., Conn. Gen. Stat. § 20-418 et seq., Pa. Cons. Stat. tit. 73 § 517.1 et seq., and Va. Code § 54.1-1100 et seq.), state mechanics-lien and prompt-payment statutes, state deceptive-trade-practices and consumer-protection acts, and state door-to-door / cooling-off rules, in each case arising from Customer's estimates, proposals, contracts, change orders, invoices, performance, scope of work, pricing, warranties, completion, or representations made to End Customers.

(d) Stripe Connect and Payment Activity. Any Claim, chargeback, dispute, ACH return, reversal, refund obligation, network-rule fine, card-brand assessment, processor reserve, KYC/KYB remediation, AML/OFAC matter, or End-Customer demand arising from payments accepted, refunded, captured, held, or transferred by Customer through Stripe Connect; Customer's role as merchant of record; Customer's tax collection, tax remittance, surcharge disclosure, tip handling, or convenience-fee practices; the goods or services Customer sold; or any failure by Customer to honor a refund, warranty, or completion obligation that an End Customer asserts against Olynx or any Olynx Indemnitee.

(e) Customer Content and Intellectual Property. Any Claim that Customer Content, End Customer Data uploaded by Customer, Customer's logo, marks, photos, drawings, plans, specifications, copy, website content supplied to or directed at the Design Partner, prompts, or any other materials Customer submitted, instructed, or caused to be processed infringe, misappropriate, or violate any patent, copyright, trademark, trade-secret, publicity, privacy, moral, or other proprietary right of any person; are defamatory, obscene, or unlawful; or were used in a manner that exceeded the rights Customer held to such materials.

(f) Unauthorized Access via Customer Credentials. Any Claim arising from access to or use of the Services through Customer's account, API keys, OAuth grants, webhook secrets, or other credentials, including activity by Customer's employees, contractors, agents, End Customers, or any third party to whom Customer disclosed, shared, or failed to protect such credentials.

(g) Customer's End Customer Relationships. Any Claim brought by an End Customer of Customer relating to the underlying contract, project, scope, schedule, workmanship, warranty, lien, refund, dispute, or service Customer delivered, regardless of whether the Services were used to capture, document, communicate, sign, invoice, or collect on that relationship.

(h) Customer's Personnel and Subcontractors. Any Claim by or relating to Customer's employees, independent contractors, 1099 workers, or subcontractors, including wage-and-hour (FLSA and state analogues), worker-classification, payroll-tax, unemployment, workers'-compensation, background-check (FCRA), I-9 / E-Verify, and discrimination Claims.

(i) Customer's Privacy and Data Practices. Any Claim under the California CCPA/CPRA, Virginia VCDPA, Colorado CPA, Connecticut CTDPA, Utah UCPA, Texas TDPSA, Oregon OCPA, Montana MTCDPA, the federal GLBA, FCRA, COPPA, HIPAA (to the extent Customer introduced PHI in breach of §17), or any state biometric or genetic-information statute, arising from Customer's collection, disclosure, retention, sale, share, profiling, sensitive-data processing, cross-context behavioral advertising, or honoring (or failure to honor) of consumer rights requests with respect to End Customer Data.

(j) Acceptable Use and Other Breach. Any Claim arising from Customer's breach or alleged breach of §17, §10, §11, §13, §14, §15, §16, or any representation, warranty, or covenant Customer made in this Agreement.

The indemnification obligations in this §21.1 are not subject to the limitation of liability in §20, and Customer's liability under this §21.1 is uncapped (except as required by §20.3).

21.1.1 Olynx Platform-Controls Carve-Out. Customer's indemnification obligation under §21.1(a) or §21.1(b) does not apply to the portion of a Claim that a court or arbitrator of competent jurisdiction finally determines was directly and proximately caused by Olynx's failure to operate the consent-capture user interface, the STOP/HELP keyword handler, the Do-Not-Call and reassigned-number scrub, the A2P 10DLC throttling, or the two-party-consent disclosure prompt as documented in Olynx's then-current product documentation, where Customer used those controls as documented and the failure was not caused by Customer's configuration, override, or instruction.

21.2 Olynx Indemnification of Customer (Intellectual Property Only). Subject to §21.3 and the limitations in §20, Olynx shall defend Customer against any third-party Claim alleging that Customer's authorized use of the Services, as delivered by Olynx and used in accordance with this Agreement and the Documentation, directly infringes a United States patent issued as of the Effective Date, a United States registered copyright, or a United States registered trademark of such third party, and Olynx shall pay the Losses finally awarded against Customer or agreed in a written settlement signed by Olynx. Exclusions: Olynx has no obligation under this §21.2 to the extent a Claim arises from or relates to (a) Customer Content or End Customer Data; (b) any output of an AI Service or any Grounding Content under §9.7; (c) the Included Website to the extent the alleged infringement arises from Customer-supplied materials; (d) combination, integration, or use of the Services with hardware, software, services, data, or content not provided by Olynx, where the Claim would have been avoided absent such combination; (e) modifications to the Services not made by Olynx; (f) use of the Services after Olynx has notified Customer to discontinue use; (g) any open-source software whose license disclaims infringement indemnification; or (h) any Claim for which Customer owes indemnification to Olynx under §21.1. THIS §21.2 STATES OLYNX'S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OF INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS.

21.3 Indemnification Procedure. (a) Notice. The Indemnified Party shall give prompt written notice of the Claim, and in no event later than fifteen (15) calendar days after becoming aware of it; failure or delay relieves the Indemnifying Party only to the extent it is actually and materially prejudiced. (b) Tender and Control of Defense. The Indemnifying Party shall have the right (but not the obligation) to assume sole control of the defense and settlement with counsel of its reasonable choice within thirty (30) calendar days after notice. The Indemnified Party shall reasonably cooperate at the Indemnifying Party's expense. (c) Settlement. The Indemnifying Party shall not enter into any settlement that imposes a non-monetary obligation on the Indemnified Party without consent (not unreasonably withheld). (d) Evidence and Consent Artifacts. Customer shall, within seven (7) calendar days of Olynx's request, produce all consent artifacts, opt-in records, IP addresses, timestamps, recipient lists, scrub records, KYC/KYB documentation, and consumer-rights logs in Customer's possession relevant to the Claim. (e) Direct Action; Interim Funding. Where a regulator, carrier, card network, or court asserts a Claim directly against Olynx falling within §21.1, Olynx may defend in its own name and bill Customer for Losses monthly. (f) Insurance. Customer shall maintain commercial general liability, errors-and-omissions, and — if Customer uses the SMS, voice agent, or any outbound dialer feature — a TCPA / privacy-tort liability policy with limits of not less than $2,000,000 per claim and $5,000,000 aggregate. (g) Survival. This §21 survives termination.

22. Term and Termination

22.1 Term. These Terms begin on the date Customer first accepts them and continue until the Account is terminated.

22.2 Termination by Customer. Customer may terminate by cancelling the Subscription under Section 6. Cancellation is the exclusive method by which Customer terminates these Terms.

22.3 Termination by Olynx for breach. Olynx may suspend or terminate Customer's Account upon thirty (30) days' notice for a material breach that remains uncured. Olynx may suspend or terminate immediately, without notice, for: (a) non-payment exceeding thirty (30) days, (b) violation of Section 17 (Acceptable Use), (c) chargeback initiated against Olynx (subject to §8.6), (d) conduct that exposes Olynx, its sub-processors, or other users to legal or security risk, (e) misrepresentation of Customer's identity, eligibility, or business, or (f) court order.

22.4 Effect of termination. Upon termination: (a) Customer's right to access the Services ceases; (b) the Included Website is subject to Section 7.5; (c) outstanding fees become immediately due; (d) Sections 7.5, 7.6, 8.5, 8.6, 11, 18, 19, 20, 21, 23, 25, 26, and 27, and any other provision that by its nature should survive, survive termination.

23. Data Retention, Export, and Deletion

23.1 Retention During Active Subscription. While your Subscription is active, Olynx retains your Customer Account Data and End Customer Data for as long as needed to provide the Services, plus the additional retention periods described below. You may access, edit, and download your operational data at any time through the Services.

23.2 Retention After Cancellation or Termination. After your Subscription ends (whether by cancellation, non-payment, or termination), Olynx retains your data for a wind-down period of ninety (90) days, during which you may request export or deletion as described in §23.3 and §23.4. After the 90-day wind-down period, Olynx will delete or de-identify your Customer Account Data and End Customer Data in the ordinary course of business, subject to the exceptions in §23.5.

23.3 Data Export. Throughout your Subscription and during the 90-day wind-down period, you may export the following at any time directly from the Services: estimates, proposals, invoices, client records, project records, and uploaded documents (each in its native or a commonly used format such as PDF or CSV). A consolidated "full-account export" — a single archive containing all of the above plus chat history, AI conversation logs, and configuration — is in active development and is not guaranteed to be available at the time you accept these Terms. Until the in-product full-account export ships, you may request a manual export by emailing privacy@olynxai.com. Olynx will acknowledge your request within five (5) business days and deliver the export within thirty (30) days of acknowledgment, in a machine-readable format. Olynx may charge a reasonable fee for manual exports requested more than once per twelve (12) month period.

23.4 Deletion Requests. You may request deletion of your account and associated Customer Account Data and End Customer Data by emailing privacy@olynxai.com from the email address on file for your account. Olynx will (a) acknowledge your deletion request within five (5) business days; (b) verify your identity and authority to request deletion; (c) confirm the scope of deletion (full account vs. specific End Customer records); and (d) complete the deletion within forty-five (45) days of verified request, consistent with the timing standard under the California Consumer Privacy Act (Cal. Civ. Code §1798.130), extendable by an additional forty-five (45) days where reasonably necessary, with notice to you. An in-product "Delete Account" control is in development. Until it ships, the email channel above is the exclusive method for account-level deletion requests.

23.5 Exceptions to Deletion. Notwithstanding §23.2 and §23.4, Olynx may retain, and is not required to delete, data that: (a) Olynx is required to retain by applicable law, including tax, accounting, anti-money-laundering, and financial-recordkeeping obligations (typically seven (7) years for transaction records); (b) is subject to a legal hold, subpoena, court order, governmental investigation, or pending or reasonably anticipated litigation, until the hold or matter is resolved; (c) is necessary to enforce these Terms, resolve disputes, prevent fraud or abuse, or protect the rights, safety, or property of Olynx, its users, or third parties; (d) has been aggregated or de-identified such that it can no longer reasonably be associated with you or any individual, which Olynx may retain and use indefinitely; or (e) resides in routine, encrypted backups, which are overwritten on a rolling basis and will be purged within sixty (60) days of the deletion-completion date in §23.4(d). Olynx will confirm completion of your deletion request in writing.

24. Changes to the Terms

24.1 Olynx may amend these Terms from time to time. For material changes, Olynx will provide at least thirty (30) days' advance notice by email to the Owner address on file and by in-product banner. The notice will identify the new Version and Effective Date.

24.2 Continued use of the Services after the Effective Date of a new Version constitutes acceptance of the new Version. A User who does not accept the new Version may cancel the Subscription under Section 6 without penalty before the Effective Date of the change.

24.3 Non-material changes (e.g., clarifications, contact information, typographical fixes, sub-processor list updates) may take effect upon posting.

25. Governing Law; Dispute Resolution

25.1 Governing Law. This Agreement, and any Dispute, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Nothing in this §25.1 deprives Customer of the protection of any mandatory consumer-protection law of Customer's home jurisdiction that cannot be waived by agreement, including the state-specific terms in §26.

25.2 Informal Resolution; Notice of Dispute. Before initiating arbitration or any court action, the party raising a Dispute shall send a written Notice of Dispute to the other party describing the claim, the relief sought, and the claimant's contact information. Notice to Olynx must be sent to legal@olynxai.com. The parties shall negotiate in good faith for at least sixty (60) days after the Notice of Dispute is received before commencing arbitration or litigation. The applicable statute of limitations is tolled during this period.

25.3 Binding Arbitration; Delegation; Federal Arbitration Act. (a) Agreement to Arbitrate. Except for the carve-outs in §25.3(b), any Dispute that is not resolved under §25.2 shall be resolved exclusively by final and binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules and, where applicable, its Consumer Minimum Standards, then in effect. The Federal Arbitration Act, 9 U.S.C. §§1 et seq. ("FAA"), governs the interpretation and enforcement of this §25.3. (b) Carve-Outs. The following are excluded from arbitration: (i) either party may bring an individual action in a small-claims court of competent jurisdiction for any claim within that court's jurisdictional limit; (ii) either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property rights, confidentiality obligations, or §17; and (iii) claims for public injunctive relief under California Business & Professions Code §§17200 et seq., §§17500 et seq., or California Civil Code §§1750 et seq. (the "McGill carve-out") are excluded from arbitration. (c) Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, or formation of this §25, except that a court (and not the arbitrator) shall decide (i) the enforceability of the Class and Representative Action Waiver in §25.4 and (ii) the Mass-Filing procedures in §25.5. (d) Seat; Hearing Location. The legal seat of the arbitration is San Francisco, California. The hearing, if any, shall take place, at Customer's election, (i) by videoconference, (ii) in the JAMS resolution center nearest to Customer's principal place of business, or (iii) in San Francisco. Documents-only arbitration is available for any claim under $25,000. (e) Arbitrator; Procedure. A single arbitrator shall be selected under the JAMS Rules. The arbitrator may award any individual remedy that a court could award under applicable law. (f) Fees and Costs. Olynx shall pay all JAMS filing, administrative, and arbitrator fees in excess of the amount Customer would have paid as a court filing fee in the federal district where Customer's principal place of business is located, for any claim of $75,000 or less. For claims of $10,000 or less brought by a Customer whose principal place of business is in California, Olynx shall pay 100% of all JAMS fees. (g) Opt-Out. Customer may opt out of this §25.3 (and §25.4 and §25.5) by sending a signed written notice stating intent to opt out, Customer's name, the email address associated with the Account, and the effective date of acceptance of these Terms, to legal@olynxai.com within thirty (30) days after first accepting these Terms. Opting out shall not be a basis for Olynx to refuse, suspend, or terminate the Services.

25.4 Class and Representative Action Waiver. (a) Individual Basis Only. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE-ATTORNEY-GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or join the claims of more than one person and may not preside over any form of representative or class proceeding. (b) PAGA Carve-Out. To the extent Customer or any of Customer's personnel asserts a representative claim under the California Private Attorneys General Act of 2004, the individual PAGA claim shall be resolved in arbitration on an individual basis under §25.3, and any non-individual or representative PAGA claim is stayed pending the arbitrator's resolution of the individual PAGA claim, consistent with Viking River Cruises v. Moriana and Adolph v. Uber Technologies. (c) Non-Severability Backstop. The Class and Representative Action Waiver in this §25.4 is a material and non-severable part of the parties' agreement to arbitrate. If a court determines that the Class and Representative Action Waiver is unenforceable as to any claim, claimant, or class of claimants, or that class, collective, or representative arbitration is to be permitted notwithstanding §25.4(a), then as to that claim, claimant, or class of claimants, §25.3 and §25.5 are null and void in their entirety, and the affected claims shall instead proceed exclusively in court under §25.6.

25.5 Mass-Filing Procedures. (a) Definition. A "Mass Filing" exists where twenty-five (25) or more arbitration demands of substantially similar nature are filed against Olynx by or with the coordination of the same law firm, group of law firms, or organized claimant-recruitment effort within any 180-day period. (b) Bellwether Process. Mass-Filing claims shall not be filed or administered individually on a rolling basis. Instead, the parties and claimants' counsel shall meet and confer to select an initial set of sixteen (16) bellwether arbitrations (eight selected by claimants' counsel and eight selected by Olynx) to proceed first. All remaining Mass-Filing claims are stayed, and all applicable statutes of limitations are tolled, until the bellwether arbitrations conclude. (c) Post-Bellwether Resolution. Within sixty (60) days after the final bellwether award, the parties and claimants' counsel shall participate in a global mediation administered by JAMS. If global mediation does not resolve the remaining claims, the parties shall select an additional sixteen (16) bellwether arbitrations and the process repeats. (d) Fees During Stay. No JAMS fees are owed by either party as to any stayed Mass-Filing claim during the stay. (e) Severability of Mass-Filing Procedures. If any portion of this §25.5 is held unenforceable as to a specific claim or claimant, the unenforceable portion shall be reformed or severed; the remainder of §25.5 and §25.3 shall remain in full force. This §25.5 is severable from §25.4.

25.6 Court Forum; Venue; Jury and Class Waiver in Court. For any Dispute or portion of a Dispute that is excluded from, or held non-arbitrable under, §25.3 through §25.5, the parties consent to the exclusive personal jurisdiction and venue of (i) the United States District Court for the District of Delaware or (ii) if subject-matter jurisdiction is unavailable in federal court, the state courts of the State of Delaware sitting in New Castle County. Public-injunctive-relief claims preserved under the McGill carve-out in §25.3(b)(iii) may, at the claimant's election, instead be brought in a court of competent jurisdiction located in the California county of Customer's principal place of business. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

26. State-Specific Addenda

The rights described in this Section 26 supplement, and do not replace, the rights described elsewhere in these Terms. If a provision of this Section 26 conflicts with another provision of these Terms for a Customer who is a resident of the state in question, this Section 26 controls for that Customer. To exercise any right under this Section 26, send a written request to privacy@olynxai.com from the email address associated with the Account. Olynx will acknowledge the request within ten (10) business days and respond within forty-five (45) days, extendable by an additional forty-five (45) days where permitted by law. Olynx will not discriminate against a Customer for exercising any right under this Section 26.

26.1 California (CCPA / CPRA). California residents have the following rights with respect to Customer Account Data for which Olynx is the Business: (a) Right to Know; (b) Right to Delete, subject to the exceptions in Cal. Civ. Code §1798.105(d); (c) Right to Correct; (d) Right to Portability; (e) Right to Limit Use of Sensitive Personal Information (honored by default; no separate request required); (f) Right to Non-Discrimination; (g) Authorized Agent. Olynx does not "sell" Personal Information for monetary consideration. Olynx does "share" Personal Information for cross-context behavioral advertising solely through the Meta advertising pixel deployed on Olynx's public marketing pages (olynxai.com and subdomains); the Meta pixel is not deployed inside the authenticated Service. To opt out of this sharing, use the in-product "Your Privacy Choices" control in Account → Privacy or email privacy@olynxai.com.

26.2 Universal Opt-Out Signals. Olynx does not currently detect or honor the Global Privacy Control ("GPC") browser signal or any other universal opt-out mechanism at the HTTP layer. Olynx intends to implement GPC detection on its marketing properties by September 30, 2026. Until that implementation is live, Customers who wish to opt out of "sharing" for cross-context behavioral advertising must do so using the in-product "Your Privacy Choices" control or by emailing privacy@olynxai.com.

26.3 Virginia (VCDPA), Colorado (CPA), Connecticut (CTDPA), Utah (UCPA), Texas (TDPSA), Oregon (OCPA), and Montana (MCDPA). Residents of these states have the rights granted under their respective state laws, including (where applicable): Right of Access, Right to Correct (except UT), Right to Delete, Right to Portability, Right to Opt Out of Targeted Advertising, Right to Opt Out of Sale of Personal Data, Right to Opt Out of Profiling with Significant Effects, Right to Appeal (except UT). Olynx does not sell Personal Data for monetary consideration and does not engage in profiling with significant effects on Customer Account Data. Olynx does not knowingly process Sensitive Data about Customers.

26.4 Scope, Verification, and End Customer Data. (a) Scope. The rights in this Section 26 apply to Customer Account Data (as defined in §10) for which Olynx is the Controller or Business. They do not apply to End Customer Data (as defined in §11), for which the Customer-tenant is the Controller and Olynx is the Processor. A consumer who is an End Customer of a Customer-tenant must direct privacy requests to that Customer-tenant; Olynx will, on the Customer-tenant's instruction, assist the Customer-tenant in responding to verified End Customer requests as required by §11 and applicable law. (b) Verification. Olynx will verify a request by matching the requesting email address to an Account, by requiring sign-in to the Account, or, for non-Account-holders, by requiring information sufficient to authenticate the requester to a reasonable degree of certainty. (c) Authorized Agents. Where state law permits use of an authorized agent, Olynx will accept a written authorization signed by the Customer together with verification of the agent's identity. (d) Frequency and Fees. Olynx will respond to verifiable requests free of charge up to twice per twelve (12) month period per Customer. Olynx may charge a reasonable fee for, or decline to act, in response to requests that are manifestly unfounded, excessive, or repetitive.

27. Notices; Contact; Miscellaneous

27.1 Notice to Customer. Notices to Customer will be sent to the Owner email address on file and are effective on the date sent.

27.2 Notice to Olynx. Notices to Olynx must be sent to legal@olynxai.com. A registered agent postal address will be added in a future amendment.

27.3 DMCA agent. Notices of alleged copyright infringement should be sent to copyright@olynxai.com and include the elements required by 17 U.S.C. § 512(c)(3). Olynx is in the process of registering a designated DMCA agent with the U.S. Copyright Office.

27.4 Assignment. Customer may not assign these Terms without Olynx's prior written consent. Olynx may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

27.5 Entire agreement. These Terms (together with the Privacy Policy, the DPA when published, the Order, and any Olynx policies expressly incorporated) constitute the entire agreement between the parties.

27.6 Severability; no waiver. If any provision is held unenforceable, the remaining provisions remain in force. No waiver is effective unless in writing.

27.7 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond reasonable control.

27.8 Independent contractors. The parties are independent contractors; nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

27.9 Headings; interpretation. Headings are for convenience only. "Including" means "including without limitation."