Revised: October 12, 2020
These terms of service constitute a legally binding agreement (this “Agreement”) between you and Onyx Education, Inc. (“Onyx,” “we,” “us”, or “our”) governing your use of Onyx websites, such as www.onyx.global and www.onyxmastery.com, as well as our related web and mobile applications, and other technology platforms (together, “Onyx Platform” or the “Platform”).
The Onyx Platform is offered and available to users who are eighteen (18) years of age or older, intend to use the Onyx Platform for lawful purposes only, and meet other eligibility requirements as specified further in this Agreement. By using the Onyx Platform, you represent and warrant that you are of legal age to contract with Onyx and meet all eligibility requirements specified in this Agreement. If you do not meet the specified requirements, you must not access of use the Onyx Platform.
1. The Onyx Platform
Onyx’s mission is to provide life-time learners the highest quality, fairly priced, self-directed educational experiences that are directly relevant to their lives and result in tangible learning outcomes. The Onyx Platform is intended to support this mission by providing information, news, resources, and networking to the digital learner community and all those interested in the Education 3.0 movement, as well as digital online tools and services for self-directed online education and personal and professional development, such as the Onyx Learner Academy and Onyx Mastery.
Whether you are accessing the Onyx Platform through our public-facing resources or through private, user-authenticated and password-protected accounts, we refer to you throughout this Agreement as “User”, “you”, “your”, or “yourself”.
2. Changes to this Agreement
We may revise and update the terms of this Agreement from time to time in our sole discretion. All changes are effective immediately when we post IT and apply to all access to and use of the Onyx Platform thereafter. Your continued use of the Onyx Platform following the posting of revised Terms of Service means that you accept and agree to the changes.
3. Limited License Grant
Subject to the terms of this Agreement, Onyx grants you (and only you, only for your use) a limited, non-exclusive, and nontransferable license to: (a) download, install, and use any feature or content of the Onyx Platform on a mobile device or personal computer owned or otherwise controlled by you ("Your Device") strictly in accordance with our documentation; and (b) access, stream, download, and use on Your Device the content and services made available in or otherwise accessible through the Onyx Platform, strictly in accordance with this Agreement.
4. Reservation of Rights
You acknowledge and agree that the Onyx Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Onyx Platform under this Agreement, or any other rights thereto other than to use the Onyx Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Onyx and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Onyx Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
5. Eligibility, Access, and Security
We reserve the right to withdraw or amend the Onyx Platform, and any service or material that we provide through the Onyx Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Onyx Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Onyx to Users.
If you choose, or are provided with, a User name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Onyx account is personal to you and agree not to provide any other person with access to the Onyx Platform using your User name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your User name or password or any other breach of security.
We have the right to deactivate any User name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provisions of this Agreement. If Onyx deactivates your User account for any reason, you are not permitted to establish a new User account during such period of deactivation.
6. Payment and Refund Policy
Within the context of your use of the Onyx Platform, Onyx will communicate to you the terms of payment (including cancelations and refunds, if any) and you agree that such terms are hereby incorporated into this Agreement as if fully stated herein. All prices that we publish or otherwise communicate to you are denominated in United States dollars unless we state differently.
7. Intellectual Property Rights
All contents, features, and functionality of the Onyx Platform (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Onyx, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
If you wish to make any use of material in the Onyx Platform other than that set out in this Agreement, please address your request to: .kcalb.xyno%40tcatnoc
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Onyx Platform in breach of this Agreement, your right to use the Onyx Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Onyx Platform or any content therein is transferred to you, and Onyx reserves all rights not expressly granted. Any use of the Onyx Platform not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.
Onyx Education, Inc., Onyx Global, Onyx Learner Academy, Onyx Mastery, Nuobility, Nuoble, Nuo World, Onyx University, Onyx Arsenal, as well as the, and all related names, logos, product and service names, designs, badges, and slogans are trademarks of Onyx or its affiliates or licensors (the “Onyx Marks”). Onyx may provide you with Onyx Marks for the sole purpose of identifying yourself as an active Onyx customer, supporter, Patreon member, distributor, or reseller, on your website, social media, and print media. You must not use Onyx Marks for any purpose without Onyx’s prior written permission. All other names, logos, product and service names, designs, and slogans in the Onyx Platform are the trademarks of their respective owners.
9. Your Information
You are solely responsible for Your Information and your interactions with other members of the public. We act only as a passive conduit for your online posting of Your Information.
You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on Your Information as accurate, current and complete.
10. Onyx Communications
11. Prohibited Uses
You may use the Onyx Platform only for lawful purposes and in accordance with this Agreement. In connection with your use of the Onyx Platform, you agree and acknowledge that you will not:
a. violate in any way any federal, state, local, or international law or regulation;
b. stalk or otherwise harass any person, or violate the rights of privacy or publicity of any person;
c. post, send, solicit, or obtain anything defamatory, fraudulent, violent, threatening, pornographic, racist, hateful, or otherwise objectionable according to the sole opinion of Onyx;
d. impersonate any individual or entity, or infringe any person’s intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights;
e. engage in any other conduct that restricts or inhibits any person’s use or enjoyment of the Onyx Platform, or which, as determined by us, may harm Onyx or its Users, or expose us or IT to liability or reputational harm;
f. transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation;
g. hack or compromise in any way the integrity and security of the Onyx Platform or the computers or devices of any of Onyx’s Users;
h. “frame” or “mirror” any part of the Onyx Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
i. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Onyx Platform or any software used on or for the Onyx Platform;
j. rent, lease, lend, sell, redistribute, license or sublicense the Onyx Platform or access to any portion of the Onyx Platform;
k. use any robot, spider, or other automatic device, process, or means to access the Onyx Platform for any purpose;
l. use any manual process to monitor or copy any of the material in the Onyx Platform or for any other unauthorized purpose without our prior written consent;
m. allow any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, to be introduced in to the Onyx Platform;
n. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Onyx Platform, the servers on which they operate, or any server, computer, or database to which the Onyx Platform is connected;
o. transfer or sell your User account, password and/or identification to any other party; or
p. cause any person to engage in the foregoing prohibited activities.
12. Changes and Updates to the Onyx Platform
We may from time to time in our sole discretion develop and provide updates to the Onyx Platform, which may include content updates, upgrades, bug fixes, patches, error corrections, and/or new features (together, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Onyx has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Your Device settings, when Your Device is connected to the internet either:
(a) the Onyx Platform will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Onyx Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Onyx Platform and be subject to all terms and conditions of this Agreement.
13. Linking to the Onyx Platform and Social Media Features
You may link to an Onyx website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
The Onyx Platform may provide certain social media features that enable you to:
• Link from your own or certain third-party websites or apps to certain content in the Onyx Platform.
• Send emails or other communications with certain content, or links to certain content, in the Onyx Platform.
• Cause limited portions of content in the Onyx Platform to be displayed or appear to be displayed on your own or certain third-party websites or apps.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions that we provide with respect to such features. Subject to the foregoing, you must not:
• Establish a link from any website or app that is not owned by you.
• Cause any portion of the Onyx Platform to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of an Onyx website other than the homepage.
• Otherwise take any action with respect to the materials in the Onyx Platform that is inconsistent with any other provision of this Agreement.
The website or app from which you are linking, or on which you make certain content accessible, must comply in all respects with the Prohibited Uses set out in this Agreement.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
14. Links from the Onyx Platform
If the Onyx Platform contain links to other sites and resources provided by third parties, including for example sites to process customer payments for Onyx services or to sell Onyx merchandise, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for IT or for any loss or damage that may arise from your use of IT. If you decide to access any of the third-party websites or apps linked to the Onyx Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
15. Geographic Limitations
Although Onyx brings together a global community, we are based in the state of Connecticut in the United States. Despite our best efforts, it is not possible for us to claim that the Onyx Platform or all of its content is accessible or appropriate in every jurisdiction around the globe. Wherever you access the Onyx Platform, you are responsible for your compliance with local laws.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE ONYX PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH IT OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE OR APP LINKED TO IT.
YOUR USE OF THE ONYX PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH IT IS AT YOUR OWN RISK. THE ONYX PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ONYX NOR ANY PERSON ASSOCIATED WITH IT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE ONYX PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER ONYX NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT ONYX PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH IT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE ONYX PLATFORM OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE ONYX PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH IT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, ONYX HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Acts of Others
Under no circumstances, including termination or cancellation of your use of the Onyx Platform, will we be liable for any losses related to actions of other Users.
Apple App Store
This paragraph applies to any version of the Onyx Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Onyx. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Onyx Platform. Onyx, not Apple, is solely responsible for the Onyx Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
17. Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ONYX, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ONYX PLATFORM, ANY WEBSITES OR APPS LINKED TO IT, ANY CONTENT ON THE ONYX PLATFORM OR ON SUCH OTHER LINKED WEBSITES OR APPS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Onyx, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Onyx Platform, including, but not limited to, any use of the Onyx Platform content, services, and products other than as expressly authorized in this Agreement or your use of any information obtained from the Onyx Platform.
19. Term and Termination
(a) The term of this Agreement commences when you acknowledge the terms and conditions of this Agreement permitting you then to access, download, or install any aspect or content of the Onyx Platform. The term will continue in effect until terminated by you or Onyx as set forth in this section.
(b) You may terminate this Agreement by deleting any and all aspects or content of the Onyx Platform and all copies thereof from Your Device.
(c) Onyx may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
i. except as provided in Sections 2, 4, 7-8, 9 (with respect to license), 10-11, and 16-22, which shall survive any expiration or termination of this Agreement, all rights granted to you under this Agreement will also terminate; and
ii. you must cease all use of the Onyx Platform and delete all copies of any and all aspects or content of the Onyx Platform.
iii. Termination will not limit any of Onyx's rights or remedies at law or in equity.
20. Governing Law and Jurisdiction
All matters relating to the Onyx Platform and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Onyx Platform shall be instituted exclusively in the U.S. District Court for the District of Connecticut or the courts of the State of Connecticut. Onyx retains the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
21. Waiver and Severability
No waiver by Onyx of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Onyx to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
22. Entire Agreement
23. Your Comments and Concerns
The Onyx Platform is operated by Onyx Education, Inc. 85 Hightower Road, Southington, CT 06489.
Feedback, comments, requests for technical support, and other communications relating to the Onyx Platform should be directed to: kcalb.xyno%40tcatnoc