Terms of Service

1. Agreement

These Terms of Service (“Terms”) are a binding legal agreement between you and Onyx Integrated Solutions governing access to and use of Intelligent Designer.

By creating an account, clicking “I agree,” accessing the Service, or using any feature, you represent that you have read, understood, and agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree, do not use the Service.

2. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract. The Service is intended for professional engineering, procurement, and related business use.

You may not use the Service if you are barred under applicable law or if we have previously suspended or terminated your account for violation of these Terms.

3. The Service

3.1 What Intelligent Designer provides today

Intelligent Designer is a cloud-based engineering workspace for controls and mechanical engineers. Current capabilities include, without limitation:

• User accounts, organizations, and role-based project access (owner, editor, viewer);
• Nested project bill of materials (BOM) management, including groups, inline editing, and procurement tracking;
• A shared parts catalog with search, manufacturer data, datasheets, and related assets;
• Project collaboration (member invites, activity logs, notifications, file attachments);
• BOM export (CSV, Excel, vendor formats) and project templates;
• Organization-scoped catalog uploads and subscription billing where enabled.

3.2 Roadmap and future features

We may develop additional capabilities described in our product roadmap, including design-tool integrations (e.g., CAD/EPLAN), AI-assisted suggestions, ERP connectors, and enterprise features. Such features are not guaranteed, may be offered as beta or early access, and may change or be discontinued at any time.

When AI-assisted features are offered, they are decision-support tools only. You remain solely responsible for engineering judgment, BOM accuracy, and sign-off. We do not permit un-audited autonomous changes to production BOMs without human acceptance.

3.3 No professional engineering services

The Service is a software tool for organizing engineering data. It does not constitute engineering, design, safety, code-compliance, or procurement advice. You are solely responsible for verifying part suitability, ratings, quantities, substitutions, and compliance with applicable codes, standards, and project specifications.

4. Accounts and organizations

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly at reports@halo-ca.io if you suspect unauthorized access.

Organization owners and administrators are responsible for inviting members, assigning roles, and ensuring that members comply with these Terms. Actions taken by members you authorize are deemed actions of your organization.

5. Subscriptions, billing, and trials

Paid plans, where offered, are billed through our payment processor (currently Stripe) on a subscription basis unless otherwise stated. Fees, billing cycles, and plan limits are disclosed at checkout or on the billing page.

• Early access: We may offer free or discounted access during early access periods. We may modify or end early access pricing with reasonable notice.
• Taxes: Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for taxes associated with your purchase, excluding taxes based on our net income.
• Non-payment: We may suspend or downgrade access for overdue amounts after notice where required by law.
• Cancellation: You may cancel through the billing portal where available. Cancellation takes effect at the end of the current billing period unless otherwise stated. Fees are non-refundable except where required by law or expressly stated.

6. Your content and project data

6.1 Ownership

You retain ownership of BOMs, project files, attachments, notes, and other content you or your organization submit to the Service (“Customer Content”).

6.2 License to operate the Service

You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and back up Customer Content solely to provide, maintain, secure, and improve the Service and as otherwise described in our privacy practices.

6.3 Your responsibilities

You represent that you have all rights necessary to submit Customer Content and that it does not violate law or third-party rights. You are responsible for exporting, backing up, and retaining copies of Customer Content you require for your business or regulatory obligations.

7. Catalog data and third-party materials

The Service includes catalog information, manufacturer metadata, datasheets, images, EDS files, and similar materials from public sources, licensors, scrapers, and user uploads (“Catalog Materials”).

Catalog Materials are provided for convenience. We do not warrant their accuracy, completeness, currency, or fitness for a particular application. Part numbers, descriptions, lifecycle status, and documentation may be incorrect or outdated. Always confirm against manufacturer documentation and your engineering requirements before procurement or installation.

Third-party trademarks and materials belong to their respective owners. Your use of Catalog Materials may be subject to separate manufacturer or vendor terms.

8. Intellectual property

We and our licensors own the Service, software, branding, documentation, and all related intellectual property, excluding Customer Content. These Terms do not grant you any rights to our trademarks or logos except as needed to use the Service.

If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or compensation.

9. Acceptable use

You agree not to:

• Violate law, export controls, or third-party rights;
• Upload malware, attempt unauthorized access, probe or scan systems, or interfere with the Service;
• Reverse engineer or circumvent technical limits except where prohibited by law;
• Resell, sublicense, or provide the Service to third parties except as permitted by your plan;
• Use the Service to store or transmit content that is unlawful, infringing, or harmful;
• Misrepresent your identity or affiliation, or scrape the Service in violation of our robots or rate limits;
• Use the Service to develop a competing product by systematically extracting Catalog Materials beyond normal use.

We may investigate violations and cooperate with law enforcement as permitted by law.

10. Beta, previews, and changes

We may label features as beta, preview, or early access. They are provided as is, may contain errors, and may be modified or withdrawn at any time.

We may update the Service, including adding or removing features aligned with our roadmap. Material changes to paid features will be handled in accordance with Section 17 and applicable law.

11. Confidentiality

Each party may receive non-public information from the other. The receiving party will use reasonable care to protect confidential information and use it only for purposes of the relationship, except as required by law. Customer Content you mark or treat as confidential within private projects remains subject to your access controls and our security practices.

12. Privacy

Our collection and use of personal information is described in our Privacy Policy (when published) and in account settings disclosures. By using the Service, you acknowledge that we process data as needed to operate Intelligent Designer, including authentication, collaboration, notifications, billing, and security.

13. Disclaimers

THE SERVICE, CATALOG MATERIALS, AND ANY ROADMAP OR BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, secure, or that data will not be lost. You are responsible for engineering verification, procurement decisions, and regulatory compliance.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
• OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

Some jurisdictions do not allow certain limitations; in those cases, our liability is limited to the fullest extent permitted by law.

15. Indemnification

You will defend, indemnify, and hold harmless Onyx Integrated Solutions and its officers, directors, employees, and agents from claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Content; (b) your use of the Service in violation of these Terms or law; (c) engineering, procurement, or installation decisions you make using the Service; or (d) disputes between you and your organization’s members or customers.

16. Term, suspension, and termination

These Terms remain in effect while you use the Service. You may stop using the Service at any time. We may suspend or terminate access if you materially breach these Terms, pose a security risk, or if required by law.

Upon termination, your right to access the Service ends. We may delete Customer Content after a reasonable retention period, except where we must retain data by law. Sections that by nature should survive (including intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) survive termination.

17. Changes to these Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Service, by email, or by updating the effective date above. Continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service before the changes take effect.

For paid subscribers, material adverse changes to core functionality will be handled in accordance with applicable consumer or commercial law and your subscription terms.

18. Dispute resolution; binding arbitration

Please read this section carefully. It affects your legal rights.

18.1 Informal resolution

Before initiating arbitration or court proceedings (except emergency injunctive relief or small claims), you agree to contact us at reports@halo-ca.io and attempt to resolve the dispute informally for at least thirty (30) days.

18.2 Agreement to arbitrate

Except as set out in Sections 18.6 and 18.7, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your relationship with us (including the scope, validity, or enforceability of this arbitration agreement) will be resolved by binding individual arbitration, not in court, except that either party may seek relief in small claims court if the claim qualifies and remains in that court.

The Federal Arbitration Act (FAA) applies to the fullest extent permitted for users in the United States. For users in Canada, the arbitration will be conducted under the laws of the governing jurisdiction identified in Section 19, including applicable arbitration legislation (e.g., the Arbitration Act, 1991 (Ontario) where applicable).

18.3 Arbitration rules and venue

Arbitration will be administered by a recognized provider mutually agreed by the parties, or if no agreement is reached within thirty (30) days, by the ADR Institute of Canada (ADRIC) under its applicable rules for commercial disputes, or for U.S.-based users, by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

• A single neutral arbitrator will preside.
• Unless the parties agree otherwise, hearings will be conducted virtually or in Toronto, Ontario, Canada.
• The arbitrator may award any relief that would be available in court, except as limited by these Terms.
• The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.4 Class action waiver

YOU AND ONYX INTEGRATED SOLUTIONS 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, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding.

If this class action waiver is found unenforceable as to a particular claim, that claim must be litigated in court and the arbitration agreement will not apply to that claim.

18.5 Thirty-day right to opt out

You may opt out of this arbitration agreement and class action waiver by sending written notice within thirty (30) days of first accepting these Terms to:

Your notice must include your name, email, organization (if any), and a clear statement that you opt out of binding arbitration and the class action waiver. Opting out does not affect other provisions of these Terms. If you opt out, we may also elect not to be bound by the arbitration provisions as to you.

18.6 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or to prevent unauthorized access or abuse of the Service, without first engaging in arbitration.

18.7 Small claims

Either party may bring an individual action in small claims court in the jurisdiction where you reside or where Onyx Integrated Solutions is located, if the claim qualifies and remains in that court.

19. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles, except that the FAA governs the interpretation and enforcement of the arbitration agreement for U.S. users to the extent applicable.

Subject to Section 18, the courts located in Toronto, Ontario, Canada have exclusive jurisdiction over disputes that are not subject to arbitration and are not brought in small claims court.

20. Export compliance

You represent that you are not located in, under the control of, or a national or resident of any country or person subject to comprehensive trade sanctions. You will not export, re-export, or transfer technical data accessed through the Service in violation of applicable export control or sanctions laws.

21. General

• Entire agreement: These Terms are the entire agreement regarding the Service and supersede prior agreements on the subject.
• Assignment: You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision is unenforceable, the remainder stays in effect.
• No waiver: Failure to enforce a provision is not a waiver.
• Force majeure: We are not liable for delays or failures due to events beyond our reasonable control.
• Notices: We may provide notices via the Service, email to your account address, or postal mail to your organization’s address on file.

22. Contact

Questions about these Terms:

Onyx Integrated Solutions
Email: reports@halo-ca.io
Web: https://id.onyxis.io