Terms of Service.

01Acceptance

By (a) creating an account, (b) checking the "I agree" box at the time of any job or brand-profile submission, or (c) otherwise accessing or using the Services, you accept and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not create an account and do not submit any job or brand profile. No services are provided absent acceptance.

You represent and warrant that you are at least 18 years of age, are authorized to enter into these Terms on behalf of the business you represent, and have the legal capacity to do so.

02Scope of Service

Onyx Claims provides Xactimate® scope-of-loss documentation prepared exclusively from photographs, measurements, and information supplied by the Contractor. Onyx Claims does not perform physical inspections of any property, does not observe or witness any loss or damage, has no personal knowledge of site conditions, and does not independently verify the accuracy or completeness of Contractor-supplied materials. All deliverables are documentation work product prepared from Contractor inputs for the Contractor's own business use.

03Services Not Provided

Onyx Claims is not a licensed public adjuster, insurance adjuster, attorney, engineer, contractor, expert witness, consulting expert, or party to any insurance claim, lawsuit, mediation, arbitration, or other dispute. Onyx Claims does not represent property owners, contractors, or insurers in any capacity.

The fee paid for any deliverable is consideration solely for the preparation of documentation and does not include, and is not consideration for, any of the following: expert witness services, fact witness services, consulting expert services, sworn statements, affidavits, declarations, depositions, court appearances, examinations under oath, peer review, opinion letters, claim negotiation, claim advocacy, or any other form of pre-litigation or litigation support. Any such services, if available at all, require a separate written engagement and separate fees, and Onyx Claims reserves the absolute right to decline.

04Contractor Responsibility

Upon delivery, the Contractor assumes full and exclusive responsibility for reviewing the deliverable, verifying its accuracy against actual site conditions, and determining its suitability for any particular purpose. The Contractor — and not Onyx Claims — owns and is responsible for any submission, presentation, modification, negotiation, or use of the deliverable with insurers, adjusters, property owners, attorneys, courts, regulators, or any other third party. The Contractor acknowledges that Onyx Claims has no involvement in, and bears no responsibility for, any downstream use of the deliverable following delivery.

05Account Registration & Account Security

To submit a job, you must create an account. You agree to (a) provide accurate, current, and complete information at registration, (b) keep your account information up to date, (c) maintain the confidentiality of your password and any other authentication credentials, and (d) accept full responsibility for all activity that occurs under your account.

You must notify Onyx Claims immediately at Estimates@onyxclaims.com of any unauthorized access to or use of your account. Onyx Claims is not liable for any loss or damage arising from your failure to safeguard your credentials.

Each account is for use by a single Contractor business. You may not (a) share, transfer, sell, or sublicense your account or credentials, (b) create more than one account for the same business, or (c) create an account using false, misleading, or another person's information.

06Acceptable Use

You agree not to use the Services to:

• violate any applicable law, regulation, licensing requirement, ethical rule, or contractual obligation, including any law governing public adjusting, insurance, or the unauthorized practice of law;
• submit any photograph, measurement, address, document, or other content that you do not have the right to share with Onyx Claims, including third-party content for which you have not obtained the consent required by Section 11 below;
• submit false, misleading, fabricated, or materially altered information for the purpose of inflating, fabricating, or misrepresenting a loss;
• request, induce, or pressure Onyx Claims to alter a deliverable in a manner that is inaccurate, misleading, or inconsistent with the Contractor-supplied inputs;
• attempt to gain unauthorized access to any portion of the Services or to any account, system, or data other than your own;
• introduce any virus, malware, or other harmful code, or interfere with the integrity or performance of the Services;
• scrape, copy, reverse-engineer, or otherwise misappropriate Onyx Claims' templates, formats, methodologies, or work-product structure;
• use the Services in any way that could expose Onyx Claims to civil, criminal, regulatory, or licensing liability.

A breach of this Section is a material breach of these Terms.

07Account Suspension & Termination

Onyx Claims may, in its sole discretion and without prior notice, suspend, restrict, or terminate your account and refuse any pending or future job submission if Onyx Claims reasonably believes that (a) you have breached these Terms, (b) you have engaged in fraudulent, abusive, unlawful, or harmful conduct, (c) continued service would expose Onyx Claims to legal, regulatory, or reputational risk, or (d) we are required to do so by law.

You may close your account at any time by emailing Estimates@onyxclaims.com. Closure of your account does not entitle you to a refund of fees already paid for deliverables already transmitted, and does not relieve you of any obligation accrued prior to closure.

Sections that by their nature should survive termination — including Sections 03, 04, 10, 11, 13, 14, 15, 16, 17, 18, 19, and 23 through 27 — survive the termination or closure of your account.

08Revisions & Additions

One correction round per estimate is included at no additional charge. A "correction" is defined as fixing an error in the delivered estimate or adding an item the Contractor originally asked Onyx Claims to include but which was missed.

New scope items not part of the original job submission — including additional rooms, additional trades, or additional structures — are not corrections and will be billed at the standard add-on rates published in the Pricing section of onyxclaims.com.

09Payment, Refunds & Chargebacks

Payment is due in full at the time of job submission. Work on any estimate will not begin until payment has been received in full. The only exception is Contractors operating under a written custom-pricing volume agreement (20+ jobs per month), who are billed on a bi-weekly schedule per the terms of that separate agreement.

All sales are final once a deliverable has been transmitted to the Contractor. Refunds are not available after delivery. Before delivery, Onyx Claims may, in its sole discretion, offer a refund or credit for jobs that have not yet been started; partial credits may be retained for work in progress.

Any chargeback, payment reversal, ACH return, or dispute initiated after delivery will be disputed by Onyx Claims, and the Contractor remains liable for the full original fee plus reasonable costs of collection, including bank fees, processor fees, collection agency fees, and attorney fees.

Payment processing is performed by a third-party processor. Your submission of payment information is also subject to that processor's terms and privacy policy. Onyx Claims does not store full payment card numbers on its own systems.

10Ownership & License

Upon full payment, the Contractor is granted a non-exclusive, non-transferable, non-sublicensable license to use the deliverable for the specific job for which it was prepared.

Onyx Claims retains all rights, title, and interest in its underlying templates, formats, methodologies, prompts, processes, and work-product structure. The deliverable may not be resold, redistributed, made available to any third party for the purpose of generating their own estimates, or used as a template for any other job.

Nothing in this Section transfers ownership of the Contractor-supplied inputs (photos, measurements, brand assets, etc.), which remain owned by the Contractor (or by the third party from whom the Contractor obtained them); the Contractor grants Onyx Claims a limited, non-exclusive license to use those inputs (a) to prepare and deliver the requested work product, (b) to operate, maintain, secure, and support the Services, and (c) in de-identified or aggregated form that does not reasonably identify the Contractor, any property, any property owner, or any other individual, to develop and improve Onyx Claims' templates, models, methodologies, and Services. Onyx Claims will not use identifiable Contractor inputs for any purpose other than performing the Services for the Contractor.

11Third-Party Property Information

The Contractor acknowledges that materials submitted to Onyx Claims — including but not limited to photographs of insured properties, property addresses, owner names, measurements, and any documents referencing a claim — often contain personal information about the property owner or other third parties.

The Contractor represents and warrants that, for every submission, the Contractor has obtained any consent, authorization, or contractual right necessary under applicable law (including any state insurance, privacy, or consumer protection law) to share such information with Onyx Claims for the purpose of preparing the deliverable. The Contractor — and not Onyx Claims — is the party with a direct relationship to the property owner and bears sole responsibility for any required disclosures to and consents from that property owner.

The Contractor's indemnification obligation under Section 14 expressly extends to any claim brought by a property owner or other third party arising from the Contractor's submission of that third party's information to Onyx Claims.

12Data Privacy

Onyx Claims' collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated by reference into these Terms.

In summary, and without limiting the Privacy Policy: Onyx Claims does not sell Contractor-supplied materials, photographs, measurements, or job information, and does not "share" such information for cross-context behavioral advertising as those terms are defined under the California Consumer Privacy Act and California Privacy Rights Act. Onyx Claims discloses Contractor-supplied materials only (i) to service providers acting on our behalf and under contractual confidentiality obligations, (ii) as necessary to deliver the requested work product, (iii) as compelled by valid legal process, or (iv) with the Contractor's prior written consent.

Service-provider status (CCPA / CPRA). With respect to any personal information of a property owner or other third party that is embedded in Contractor-supplied materials, Onyx Claims acts as a service provider to the Contractor as that term is defined in Cal. Civ. Code § 1798.140(ag), and will not retain, use, or disclose such personal information except as necessary to perform the services described in these Terms and the Privacy Policy or as otherwise permitted by Cal. Civ. Code § 1798.140(ag)(1). Onyx Claims will not (a) sell or "share" such personal information, (b) retain, use, or disclose it for any purpose other than performing the services, (c) retain, use, or disclose it outside the direct business relationship with the Contractor, or (d) combine it with personal information that Onyx Claims received from or on behalf of another person, except as permitted under § 1798.140(ag)(1).

Onyx Claims uses commercially reasonable administrative, technical, and physical safeguards to protect Contractor-supplied data, but makes no warranty of absolute security and shall not be liable for any unauthorized access, breach, interception, or disclosure of data caused by third parties or by events beyond its reasonable control.

13No Warranties

THE SERVICES AND ALL DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ONYX CLAIMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Onyx Claims expressly disclaims all liability for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to the use, modification, submission, negotiation, presentation, or reliance upon any deliverable — including but not limited to claim denials, coverage disputes, settlement amounts, regulatory actions, license actions, attorney fees, or decisions made by insurers, adjusters, property owners, attorneys, courts, or other third parties.

Because the deliverable is prepared exclusively from Contractor-supplied inputs, the Contractor expressly assumes the risk of any inaccuracy, omission, ambiguity, or misrepresentation in those inputs.

14Indemnification

By creating an account or submitting any job or brand profile to Onyx Claims, the Contractor agrees to defend, indemnify, and hold harmless Onyx Claims and its principals, employees, agents, affiliates, and service providers (collectively, the "Indemnified Parties") from any and all claims, demands, suits, subpoenas, losses, damages, costs, fees (including reasonable attorney fees and costs of compliance with subpoenas, document requests, or other legal process), and liabilities of any kind arising out of or related to:

• (i) the Contractor's use, presentation, modification, or submission of any deliverable;
• (ii) the Contractor's failure to verify accuracy against actual site conditions;
• (iii) any dispute between the Contractor and any third party (including any property owner, insurer, adjuster, or regulator) concerning a deliverable or any Contractor-supplied input;
• (iv) the Contractor's breach of Section 06 (Acceptable Use), Section 11 (Third-Party Property Information), or any other provision of these Terms;
• (v) the Contractor's violation of any applicable law, regulation, or licensing requirement; or
• (vi) any legal proceeding in which a deliverable is referenced, introduced, or relied upon.

In addition, if Onyx Claims is compelled to respond to any subpoena, document request, deposition, hearing, trial, or other legal proceeding arising out of or related to a deliverable or to a Contractor's use of the Services, the Contractor shall pay Onyx Claims a minimum participation fee of one thousand dollars ($1,000.00) per matter, plus reasonable hourly rates for all time expended by Onyx Claims personnel and all related costs and attorney fees. This fee is in addition to, and not in lieu of, any other indemnification obligation.

Onyx Claims reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, at the Contractor's expense, and the Contractor agrees to cooperate with such defense. The Contractor shall not settle any matter that imposes any obligation on, or makes any admission by, Onyx Claims without Onyx Claims' prior written consent.

15Confidentiality, Non-Attribution & Notice of Process

Deliverables are prepared as private work product between Onyx Claims and the Contractor.

(a) Non-attribution in public and marketing communications. The Contractor shall not identify, name, reference, attribute, or quote Onyx Claims or any of its principals, employees, or affiliates in any marketing material, advertisement, social-media post, press release, case study, public statement, or other public-facing communication, without the prior written consent of Onyx Claims.

(b) Notice of legal or quasi-legal proceedings. If a deliverable, or Onyx Claims' role in preparing a deliverable, is referenced, introduced, or relied upon in any claim submission, dispute, mediation, arbitration, deposition, hearing, trial, regulatory inquiry, or other legal or quasi-legal proceeding, the Contractor shall promptly notify Onyx Claims in writing at Estimates@onyxclaims.com. This notice obligation is in addition to, and not in lieu of, the Contractor's indemnification obligations in Section 14.

(c) Permitted disclosures. Nothing in this Section restricts (i) any disclosure compelled by valid legal process or required by applicable law, (ii) any disclosure to the Contractor's own legal, tax, or accounting advisors who are themselves bound by confidentiality obligations, or (iii) any disclosure to a court, regulator, or other tribunal where withholding the information would itself be a violation of law.

16Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONYX CLAIMS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY DELIVERABLE SHALL NOT EXCEED THE FEE ACTUALLY PAID BY THE CONTRACTOR FOR THE SPECIFIC DELIVERABLE GIVING RISE TO THE CLAIM. THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS OF EVERY KIND AND THEORY, AND APPLIES EVEN IF AN EXCLUSIVE REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

17Limitation of Actions

Any claim arising out of or related to these Terms, the Services, or any deliverable must be filed within one (1) year of the date the claim accrued, regardless of any longer statutory limitation period, or it is permanently barred. The parties expressly waive any longer statute of limitations to the maximum extent permitted by law.

18Governing Law & Venue

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. Subject to the Dispute Resolution provision in Section 19, the parties consent to exclusive personal jurisdiction and venue in the state and federal courts located in Warren County, Virginia, for any action seeking injunctive or equitable relief, for the enforcement of any arbitration award, or for any claim that is not subject to arbitration.

19Dispute Resolution; Arbitration; Class-Action Waiver

Informal Resolution. Before filing any arbitration or lawsuit, the parties agree to attempt in good faith to resolve any dispute through written notice (sent to Estimates@onyxclaims.com or to the email on file for the Contractor) and informal negotiation for a period of not less than thirty (30) days.

Binding Arbitration. If the dispute remains unresolved after that 30-day period, it shall be submitted to final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with the arbitration seated in Warren County, Virginia. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

Jury-Trial Waiver. Each party knowingly and voluntarily waives any right to a jury trial.

Class-Action Waiver. Each party waives any right to participate in a class action, collective action, or representative action, and any right to consolidate claims with those of any other party. The arbitrator shall not have authority to hear class, collective, or representative claims.

Carve-Outs. Notwithstanding the foregoing, either party may bring (a) an individual claim in small-claims court for a dispute within that court's jurisdictional limits, or (b) an action in the courts identified in Section 18 seeking injunctive or other equitable relief to protect its intellectual property, confidential information, or to prevent unauthorized use of the Services.

20Force Majeure

Onyx Claims shall not be liable for any delay or failure to perform caused by any event beyond its reasonable control, including but not limited to acts of God, natural disasters, fires, floods, severe weather, epidemics or pandemics, governmental actions, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, hosting-provider outages, or third-party software or service failures. Onyx Claims will use commercially reasonable efforts to resume performance as soon as practicable.

21Modifications to These Terms

Onyx Claims may modify these Terms from time to time. The current Terms will always be posted at onyxclaims.com with the "Last Updated" date shown above. Material changes will, where practicable, be communicated by email to the address on file for active Contractors or by a notice posted on the Services.

Your continued use of the Services, including any new job submission, after the effective date of a modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your only remedy is to stop using the Services and close your account.

This Section overrides Section 25 (Entire Agreement) solely for the purpose of allowing Onyx Claims to update these Terms in accordance with this Section.

22Notices & Electronic Communications

You consent to receive all communications from Onyx Claims — including these Terms, the Privacy Policy, any modifications, billing notices, deliverables, support communications, and any other legally required notice — electronically, including by email to the address on file for your account and by posting on the Services. Electronic communications satisfy any legal requirement that such communications be in writing.

Notices to Onyx Claims must be sent to Estimates@onyxclaims.com. Notices to the Contractor will be sent to the email address on file for the Contractor's account; the Contractor is responsible for keeping that address current.

23Assignment

The Contractor may not assign, delegate, or transfer these Terms or any rights or obligations under these Terms, by operation of law or otherwise, without Onyx Claims' prior written consent. Any attempted assignment in violation of this Section is void. Onyx Claims may assign these Terms, in whole or in part, without restriction, including in connection with any merger, acquisition, or sale of all or substantially all of its assets. These Terms bind and benefit the parties' permitted successors and assigns.

24Severability; No Waiver

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent. No failure or delay by Onyx Claims in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise.

25Entire Agreement

These Terms, together with the Privacy Policy and any pricing schedule or written volume agreement signed by the parties, constitute the entire agreement between Onyx Claims and the Contractor regarding the Services and the deliverable and supersede all prior or contemporaneous oral or written communications, representations, or agreements. Except as expressly provided in Section 21 (Modifications to These Terms), no modification, amendment, or waiver of any provision is binding unless made in writing and signed by Onyx Claims.

26Contractor Compliance

The Contractor is solely responsible for compliance with all applicable laws, regulations, licensing requirements, and ethical and contractual obligations within the Contractor's jurisdiction, including but not limited to laws governing public adjusting, the unauthorized practice of insurance, contractor licensing, advertising, and the unauthorized practice of law. Nothing in the Services or in any deliverable should be construed as legal advice or as authorization for the Contractor to engage in any regulated activity for which the Contractor is not properly licensed.

The Contractor further represents and warrants that it maintains commercial general liability insurance and any professional, contractor, workers' compensation, or other insurance required by applicable law and by the Contractor's trade for the work it performs.

27Trademark

Xactimate® is a registered trademark of Verisk Analytics, Inc. Onyx Claims is not affiliated with, endorsed by, or sponsored by Verisk Analytics, Inc. All other trademarks referenced on the Services are the property of their respective owners.