OnyxTerms of Service

These Terms of Service (the "Terms") are a binding agreement between you and Onyx ("Onyx", "we", "us", or "our") governing your access to and use of the website located at onyx.org and its subpages (the "Website"), together with the newsletter, waitlists, downloadable materials, and any other content or feature that we make available through the Website (collectively, the "Services").

By accessing or using the Services you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are using the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity. If you do not agree to these Terms, do not use the Services.

IMPORTANT: Section 13 contains a binding arbitration agreement and class-action waiver that affect how disputes between you and Onyx are resolved. Please read it carefully.

You must be at least 18 years old, or the age of majority in your jurisdiction if higher, to use the Services. By using the Services you represent that you meet this requirement; that you are not located in, and are not a resident or national of, any jurisdiction where use of the Services would be unlawful; and that you are not a person with whom Onyx is prohibited from dealing under applicable sanctions or export-control laws.

Informational content

The Website provides information about the Onyx network, Onyxcoin (XCN), and related products and initiatives, including the Onyx Wallet, Onyx Mesh, Onyx Card, Onyx AI, and the Onyx whitepaper. That information is provided for general informational purposes only. It may be incomplete, may describe features that are planned rather than live, and may change without notice. Nothing on the Website is a promise that any feature, product, or network characteristic will be delivered or maintained.

Newsletter and waitlists

You may submit your email address to receive the Onyx newsletter or to join a waitlist such as the Onyx Card waitlist. By doing so you consent to receiving the related emails and confirm that the address is yours. You can unsubscribe at any time using the link in any email. Joining a waitlist is a registration of interest only: it does not create an account, reserve a product, guarantee access, or constitute an offer or acceptance of any product. Any product that is ultimately offered may be subject to eligibility requirements, separate terms, and availability in your jurisdiction.

Changes to the Services

We may modify, suspend, or discontinue all or part of the Services at any time, with or without notice, and we will not be liable to you for doing so.

Nothing on the Website constitutes investment, financial, legal, tax, or accounting advice, or a recommendation, solicitation, or offer to buy, sell, or hold any digital asset, security, or other financial instrument. You should consult your own advisers before making any decision.

Digital assets such as XCN are highly volatile and involve significant risk, including the risk of total loss. You acknowledge and accept that:

• The value of XCN and other digital assets can fluctuate dramatically and may go to zero.
• Blockchain transactions are irreversible. Assets sent to the wrong address, or lost because of a compromised private key, generally cannot be recovered.
• Blockchain networks, smart contracts, bridges, and wallets may contain bugs, vulnerabilities, or design flaws, and may be the target of attacks.
• The regulatory treatment of digital assets is uncertain and changing, and new laws or enforcement actions may adversely affect the Onyx network, XCN, or your ability to use them.
• Statistics displayed on the Website (such as supply, staking, and governance figures) are drawn from third-party and on-chain sources, may be delayed or inaccurate, and must not be relied on for any transaction.

The Onyx network is a public, permissionless blockchain operated by a distributed set of validators and participants. Onyx does not control the network, cannot reverse transactions, and is not responsible for the actions of network participants, validators, or third-party developers.

Forward-looking statements on the Website, including roadmap items, planned features, and performance targets, reflect current expectations and are subject to risks and uncertainties. Actual results may differ materially, and we undertake no obligation to update them.

The Website links to other Onyx-branded properties (including app.onyx.org, mesh.onyx.org, ai.onyx.org, explorer.onyx.org, docs.onyx.org, community.onyx.org, and blog.onyx.org) and to third-party services such as exchanges, app stores, GitHub, Medium, and social networks. Some Onyx-branded properties are governed by their own terms, which apply in addition to or instead of these Terms when you use them.

Third-party services are not under our control. We do not endorse them and are not responsible for their content, availability, security, or practices, or for any loss you suffer in connection with them. Your use of any third-party service, including the purchase or trading of XCN on an exchange, is at your own risk and subject to that third party's terms.

The Onyx Wallet mobile applications are distributed through the Apple App Store and Google Play and are subject to the applicable store terms and to any end-user licence presented within the app.

You agree not to, and not to attempt to:

• Use the Services in violation of any applicable law or regulation, including sanctions and export-control laws.
• Submit an email address that is not yours, or subscribe another person to the newsletter or a waitlist without their consent.
• Use bots, scrapers, or other automated means to access the Services, submit forms, or extract data, other than search engines operating in accordance with our robots.txt file.
• Circumvent, disable, or interfere with security features of the Services, including rate limits and bot protection.
• Introduce malware or other harmful code, or overload, disrupt, or impair the Services or the infrastructure that supports them.
• Impersonate Onyx or any other person, or misrepresent your affiliation with anyone.
• Reproduce, modify, distribute, or create derivative works from the Services or their content, except as permitted by these Terms.

We may investigate suspected violations and may suspend or block access to the Services, without notice, for any conduct that we reasonably believe violates these Terms or is harmful to Onyx, other users, or third parties.

The Services, including all text, graphics, logos, designs, videos, animations, software, and other content, and their selection and arrangement, are owned by Onyx or its licensors and are protected by copyright, trademark, and other intellectual-property laws. "Onyx", "Onyxcoin", the Onyx logo, and related names and marks are trademarks of Onyx. Nothing in these Terms grants you any right to use them without our prior written permission.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and view the Services, and to download a single copy of materials that we make available for download (such as the whitepaper PDF), for your personal, non-commercial use. All other rights are reserved.

Open-source software published by Onyx, including software in the Onyx GitHub organisation, is licensed under the terms stated in the applicable repository. Those terms govern that software rather than these Terms.

If you send us ideas, suggestions, or other feedback about the Services, you grant Onyx a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit that feedback for any purpose, without any obligation to you.

THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ONYX AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND LICENSORS (THE "ONYX PARTIES"), DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

WITHOUT LIMITING THE FOREGOING, THE ONYX PARTIES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE ONYX NETWORK, XCN, ANY SMART CONTRACT, ANY THIRD-PARTY SERVICE, OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION OR STATISTICS ON THE WEBSITE.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ONYX PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR DIGITAL ASSETS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE ONYX PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).

The limitations in this Section apply to the maximum extent permitted by applicable law and do not limit any liability that cannot be limited by law, including liability for fraud or for death or personal injury caused by negligence.

You agree to indemnify, defend, and hold harmless the Onyx Parties from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or relating to (a) your use of the Services, (b) your violation of these Terms, (c) your violation of any law or the rights of a third party, or (d) any transaction in digital assets that you enter into. We may assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with us.

These Terms, and any dispute, claim, or controversy arising out of or relating to them or to the Services (each a "Dispute"), are governed by the laws of the British Virgin Islands, without regard to conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first

Before starting arbitration, you agree to first send a written description of the Dispute to legal@onyx.org and to attempt in good faith to resolve it informally. If the Dispute is not resolved within 30 days after we receive your notice, either party may commence arbitration as set out below.

Binding arbitration

Any Dispute that is not resolved informally will be finally resolved by binding arbitration administered by the BVI International Arbitration Centre ("BVI IAC") in accordance with the BVI IAC Arbitration Rules in force when the notice of arbitration is submitted, which rules are deemed incorporated by reference into this Section. The seat of arbitration is Tortola, British Virgin Islands. The tribunal will consist of a single arbitrator appointed in accordance with those rules. The language of the arbitration is English. Hearings may be conducted by video conference where the arbitrator considers it appropriate.

The arbitrator has exclusive authority to resolve any Dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of it is void. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury waiver

YOU AND ONYX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of representative proceeding. To the extent permitted by law, you and Onyx each waive any right to a trial by jury.

Exceptions

Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or to prevent unauthorised access to or abuse of the Services, pending the arbitrator's decision on the merits. Nothing in this Section prevents you from bringing an individual claim in a small-claims court of competent jurisdiction, where permitted, or from raising issues with a regulator.

Opt-out

You may opt out of this arbitration agreement by sending an email to legal@onyx.org with the subject line "Arbitration Opt-Out" within 30 days after you first use the Services. Your email must include your name and the email address you used with the Services. Opting out does not affect any other provision of these Terms.

Severability of this Section

If the class-action waiver is found to be unenforceable with respect to a particular claim, then that claim (and only that claim) must be severed from arbitration and brought in the courts of the British Virgin Islands, and you and Onyx submit to the exclusive jurisdiction of those courts for that purpose.

All notices to Onyx under these Terms, including notices of Dispute, arbitration opt-outs, legal process, and intellectual-property complaints, must be sent by email to legal@onyx.org. A notice to Onyx is effective only when it is received at that address. We do not accept notices by post, telephone, social media, or through any other channel.

We may give notice to you by email to any address you have provided to us, or by posting the notice on the Website. Notices sent by email are effective when sent, and notices posted on the Website are effective when posted. You are responsible for keeping any email address you have given us up to date.

We may revise these Terms from time to time. The updated Terms will be posted on this page with a new "Last updated" date and, where a change is material, we will take additional reasonable steps to notify you, such as emailing newsletter subscribers or displaying a notice on the Website. Changes take effect when posted unless stated otherwise. Your continued use of the Services after a change takes effect means you accept the revised Terms; if you do not accept them, you must stop using the Services. Changes to Section 13 do not apply to any Dispute for which either party has already given notice.

• Entire agreement. These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference, are the entire agreement between you and Onyx regarding the Services and supersede any prior agreements.
• Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them without restriction, including to an affiliate or a successor.
• No third-party beneficiaries. Except for the Onyx Parties, who may enforce the disclaimers, limitations, and indemnities in their favour, these Terms do not confer rights on any third party.
• Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including network or blockchain outages, attacks, changes in law, or acts of government.
• Survival. Sections 4 and 7 through 16 survive any termination of these Terms or of your use of the Services.
• Language. These Terms are written in English. Any translation is provided for convenience only, and the English version controls.

Questions about these Terms should be sent to legal@onyx.org.