ONYX ECLIPSE, LLC
Terms and Conditions:
1 CONTRACT FORMATION
1.1 By signing the Statement of Work (SOW), the Client formally submits a binding and irrevocable offer to procure services from Onyx Eclipse, LLC, under the terms and conditions specified in this agreement. The offer is subject to the review and acceptance of Onyx Eclipse, LLC and does not constitute a finalized agreement until countersigned.
1.2 The agreement between the Client and Onyx Eclipse, LLC becomes legally enforceable only upon the company’s formal countersignature of the SOW. The date of this countersignature serves as the commencement date, activating all responsibilities, entitlements, and obligations for both parties as specified within this document.
1.3 All examples, visual aids, marketing materials, or promotional content shared by Onyx Eclipse, LLC—whether through brochures, online platforms, or other mediums—are for illustrative purposes only. These materials do not constitute contractual commitments and should not be relied upon as definitive representations of the services to be provided.
1.4 The terms outlined in this agreement are the sole governing provisions for the contractual relationship between the Client and Onyx Eclipse, LLC. They take precedence over any alternative terms or conditions proposed by the Client, whether explicitly stated or implied through trade practices, custom, or historical dealings. In instances of discrepancy, the provisions in this document shall prevail over conflicting terms.
1.5 Any pricing estimates or preliminary quotes provided by Onyx Eclipse, LLC are non-binding and intended as approximations based on the initial project scope. Such estimates are valid for 30 calendar days from the date of issuance. Beyond this period, they may be subject to revision to reflect changes in scope, additional service requirements, or unforeseen costs. Onyx Eclipse, LLC retains the right to modify pricing prior to final approval and agreement by the Client. All adjustments will be communicated in advance and will require mutual agreement before implementation.
2 GENERAL
2.1 Force Majeure:
(a) For the purposes of this Contract, a "Force Majeure Event" means any event beyond the reasonable control of Onyx Eclipse, LLC ("Onyx Eclipse"), including but not limited to natural disasters, acts of God, pandemics, war, riots, civil unrest, governmental regulations, strikes, lockouts, industrial disputes, utility failures, or any other similar events that render performance impossible or impractical.
(b) In the event of a Force Majeure Event, Onyx Eclipse will make commercially reasonable efforts to reschedule or adapt the Services to accommodate the Client's requirements. However, if rescheduling or adaptation becomes impossible, the Client agrees that any refund or fee adjustment shall be at the sole discretion of Onyx Eclipse.
(c) If a Force Majeure Event prevents Onyx Eclipse from providing Services for more than 10 weeks, Onyx Eclipse reserves the right to terminate the Contract immediately by providing written notice. Such termination shall not render Onyx Eclipse liable for any damages, penalties, or additional costs beyond what is expressly permitted under Florida law.
(d) If Onyx Eclipse cancels an Event for reasons unrelated to the Client’s actions or a Force Majeure Event, the Client may be eligible for a full refund of all fees paid under the Contract. Any such refund will be processed promptly but no later than 30 days from the date of cancellation.
2.2 Third Parties:
(a) The Client acknowledges that certain Services may be performed by third-party subcontractors or vendors engaged by Onyx Eclipse. Onyx Eclipse assumes no liability for delays, errors, or failures attributable to third parties, and the Client agrees that Onyx Eclipse's role is solely to coordinate and facilitate Services. The Client further acknowledges that any claims related to third-party performance must be directed to the respective third party and not Onyx Eclipse.
(b) Onyx Eclipse may subcontract, assign, or delegate its obligations under this Contract to qualified third parties without prior written consent from the Client. However, Onyx Eclipse shall remain responsible for ensuring that subcontractors adhere to the terms of the Contract.
(c) The Client may not assign, transfer, or subcontract its rights or obligations under this Contract without the prior written consent of Onyx Eclipse.
(d) Any individual or entity not explicitly named as a party to this Contract shall have no decision-making authority, and no third-party beneficiary rights are created under this Contract.
2.3 Communication:
(a) All official notices, communications, or requests under this Contract must be in writing and sent to Onyx Eclipse via the following methods:
Email: onyxeclipsellc@gmail.com
(b) Notices are deemed received:
If delivered in person, at the time of delivery.
If sent via email, upon receipt of an acknowledgment from the recipient (automatic read receipts are insufficient).
If sent by registered mail, on the third business day following the date of posting.
(c) Notices regarding termination, breaches, or material changes must specifically be sent via registered mail or acknowledged email to be valid.
2.4 Rights and Remedies:
(a) Failure or delay by Onyx Eclipse in enforcing any provision of the Contract shall not constitute a waiver of its rights or remedies. A waiver is only effective if explicitly made in writing and signed by an authorized representative of Onyx Eclipse.
(b) The rights and remedies provided in this Contract are cumulative and do not exclude or limit any other rights or remedies available under law.
2.5 Validity of Provisions:
(a) If any provision of this Contract is deemed unlawful, invalid, or unenforceable by a court or competent authority, such provision shall be modified to the minimum extent necessary to comply with the law, without affecting the remaining provisions.
(b) If modification is not possible, the affected provision shall be deemed severed, and the remaining provisions shall remain in full force and effect.
2.6 This Contract constitutes the full and final agreement between the Client and Onyx Eclipse. It supersedes all prior agreements, negotiations, representations, and understandings, whether written or oral, relating to the subject matter of this Contract. The Client acknowledges that it has not relied on any statement, promise, or representation made by Onyx Eclipse or its representatives that is not expressly set out in this Contract.
2.7 This Contract shall be governed by, and construed in accordance with, the laws of the State of Florida. Any disputes arising under or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts located in Florida.
2.8 This Contract may be executed electronically, including via DocuSign or similar electronic signature platforms, which shall be legally binding and enforceable. The use of electronic signatures does not preclude the parties from executing hard copies of the Contract, if necessary, to satisfy statutory or regulatory requirements.
2.9If the Client consists of multiple individuals or entities, each party shall be jointly and severally liable for all obligations under this Contract.
3 PROVISION OF SERVICES
3.1 Onyx Eclipse, LLC agrees to deliver the agreed-upon services as outlined in the Statement of Work (SOW) and any accompanying Scope of Work with precision and adherence to the specified terms. While Onyx Eclipse, LLC may choose to share updates regarding the progress of services, this shall be at the company’s discretion. The Client acknowledges that Onyx Eclipse, LLC is under no legal obligation to provide regular progress reports and shall not bear liability for any failure to issue such updates unless explicitly agreed upon in writing.
3.2 Onyx Eclipse, LLC will endeavor to adhere to any timelines or milestones stipulated in the SOW and Scope of Work. However, the Client agrees that the company shall not be held liable for delays or disruptions caused by factors beyond its control, including but not limited to acts of God, vendor-related issues, unforeseen external circumstances, or the Client's failure to provide required approvals, documentation, or materials promptly.
3.3 Onyx Eclipse, LLC will use reasonable efforts to secure any necessary licenses, permits, or consents required to host events in accordance with applicable laws and regulations. The Client acknowledges that their cooperation, including the provision of supporting documentation or information, may be required. Onyx Eclipse, LLC assumes no liability if such licenses, permits, or consents cannot be obtained due to regulatory restrictions, location-specific limitations, or time constraints. In the event that required approvals cannot be secured, Onyx Eclipse, LLC shall not be held responsible for cancellations or disruptions arising as a result.
3.4 Onyx Eclipse, LLC warrants that all services will be rendered with due diligence, skill, and professionalism. However, the company makes no guarantees regarding specific outcomes, particularly those influenced by third-party vendors or external events. Under no circumstances shall Onyx Eclipse, LLC be liable for indirect, incidental, or consequential damages. The Client's exclusive remedy for any deficiencies in service shall be a refund limited to the fees paid directly to Onyx Eclipse, LLC, excluding any third-party expenses or costs outside the company's control.
3.5 Onyx Eclipse, LLC retains the right to provide its services to other clients without restriction. The Client agrees that the non-exclusive nature of this agreement does not compromise the quality or allocation of resources toward the services outlined in their SOW. Any special priority arrangements must be explicitly agreed upon in writing.
4 RESPONSIBILITIES OF THE CLIENT
4.1 The Client’s General Responsibilities: (a) The Client shall ensure that all information provided in the Statement of Work (SOW) and any accompanying Scope of Work is thorough, precise, and accurate.
(b) The Client is required to cooperate fully with Onyx Eclipse, LLC in all matters related to the services being provided, including but not limited to responding promptly to requests for information, approvals, or feedback necessary for the seamless planning and execution of the agreed-upon services.
(c) The Client shall supply all information, documentation, and materials reasonably requested by Onyx Eclipse, LLC to perform its obligations under this agreement. All information and materials provided must be accurate, complete, and delivered in a timely manner to avoid delays.
(d) Unless explicitly agreed otherwise, the Client is responsible for securing and maintaining any necessary licenses, permits, or permissions required for the event or services being provided. Failure to comply with this obligation may lead to delays, cancellations, or additional fees.
(e) The Client shall exercise due care in handling any materials, equipment, documents, or other property (collectively, “Onyx Eclipse, LLC Materials”) provided or loaned by Onyx Eclipse, LLC, its contractors, or its suppliers. Such materials must be stored safely and returned in their original condition. The Client shall bear full responsibility for any damage, loss, or misuse of Onyx Eclipse, LLC Materials while in their possession.
4.2 Liability Arising from Client Actions or Omissions: (a) If Onyx Eclipse, LLC’s ability to perform its obligations under this agreement is hindered or delayed due to any act, omission, or failure to cooperate by the Client (referred to as “Client Default”), Onyx Eclipse, LLC reserves the right to suspend the performance of services until the Client resolves the Client Default. Such suspension shall not constitute a breach of contract by Onyx Eclipse, LLC.
(b) Onyx Eclipse, LLC shall not be held liable for any additional costs, damages, or delays directly or indirectly resulting from a Client Default, including but not limited to the Client’s failure to provide accurate or timely information, delays in payments, or failure to secure necessary permits.
(c) In the event of a Client Default that results in damages, costs, or additional expenses incurred by Onyx Eclipse, LLC, the Client agrees to reimburse Onyx Eclipse, LLC for such costs upon receiving a written demand, subject to reasonable substantiation of such expenses.
4.3 Client-Induced Delays: (a) Any delays caused by the Client, including but not limited to late approvals, incomplete or inaccurate information, or failure to meet deadlines for the submission of required materials, may result in rescheduling fees, additional charges, or the cancellation of services. Onyx Eclipse, LLC may, at its sole discretion, determine the appropriate course of action in such cases.
(b) Onyx Eclipse, LLC reserves the right to charge the Client for any expenses, including but not limited to overtime, expedited services, or other fees incurred as a direct result of Client-induced delays.
4.4 The Client shall indemnify and hold Onyx Eclipse, LLC harmless against any losses, damages, or claims arising out of the Client’s negligence, misconduct, or breach of this agreement, including but not limited to damages to property, injuries, or violations of local laws and regulations.
4.5 Broad Responsibilities: The Client acknowledges that their full cooperation is critical to the successful completion of the services. This includes, but is not limited to:
(a) Timely communication with Onyx Eclipse, LLC and its representatives.
(b) Payment of all fees and invoices as agreed, including third-party vendor payments when applicable.
(c) Compliance with all legal, safety, and ethical requirements related to the services being provided.
(d) Ensuring that all representatives of the Client (including vendors, attendees, or affiliates) adhere to the standards and guidelines established by Onyx Eclipse, LLC.
5 BUDGET PREPARATION AND APPROVAL
5.1 Onyx Eclipse shall prepare the Budget Total, including all anticipated costs and estimates, and disclose it within the Statement of Work (“SOW”). The Budget Total shall represent Onyx Eclipse’s best estimation based on high accuracy, although not all costs can be guaranteed to be exact.
5.2 The Client shall review and approve the Budget Total by signing and returning the SOW within 24 to 72 hours of receipt. Any delays in approval may result in corresponding delays in the commencement of the Services, for which Onyx Eclipse shall not be held liable.
5.3 In the event of changes to the Services requested by the Client under Clause 6 or Clause 10, or otherwise necessitated during the provision of Services, the Client acknowledges that the fees payable may increase or decrease based on the revised scope of work.
5.4 Any changes that alter the Budget Total or require additional third-party costs shall be documented in a formal Change Order, which the Client must sign to authorize the revisions and the associated increased or reduced costs.
5.5 Onyx Eclipse shall not be held liable for any delays, disruptions, or additional costs arising from changes to the Services or the Client’s failure to promptly approve a Change Order. The Client assumes full responsibility for any such consequences.
5.6 In the event that the Client cancels or delays the Services after approving changes, the Client remains responsible for all incurred costs, including third-party fees and the applicable percentage of the Budget Total as outlined in the cancellation terms.
5.7 Onyx Eclipse reserves the right to issue invoices to the Client for advance or installment payments required to secure third-party services in connection with the Event. Invoices for such payments shall be presented with reasonable notice, and the Client agrees to remit payment promptly upon receipt.
5.8 Failure to pay advance or installment invoices by the due date may result in delays or cancellations for which Onyx Eclipse shall not be held liable.
5.9 Onyx Eclipse shall not be responsible for directly handling third-party payments. Where a third-party supplier requires a non-refundable advance, the Client assumes full responsibility for such payments, including any associated risks. The Client acknowledges that once paid, non-refundable deposits or advance payments to third-party suppliers are subject to the terms of those suppliers, and Onyx Eclipse is not liable for recovering or reimbursing such amounts.
6 SERVICE AND BUDGET MODIFICATIONS
6.1 The Client may request modifications to the scope, timeline, or execution of the Services by notifying Onyx Eclipse, LLC through a recognized communication method, such as text, email, or telephone. Any verbal discussions regarding changes must be followed by written confirmation from either party to prevent miscommunications.
6.2 Upon receiving a request for changes, Onyx Eclipse, LLC shall provide the Client, within a reasonable timeframe, an updated estimate detailing any additional time, costs, or adjustments to the budget required to implement the requested changes. Should the Client propose a request with minimal notice, any delays or constraints resulting from the insufficient time frame shall be the sole responsibility of the Client.
6.3 Onyx Eclipse, LLC shall not proceed with any requested changes until both parties have confirmed their agreement to the revised scope, budget, and terms in writing. Written confirmations may include communications via email, text, or any other agreed-upon messaging platform.
6.4 In situations where alterations are mandated by legal or safety obligations, Onyx Eclipse, LLC reserves the right to implement these changes immediately to ensure compliance. While every effort will be made to inform the Client beforehand, failure to provide advance notice shall not constitute a breach of this agreement, nor shall it affect Onyx Eclipse, LLC's compliance rights.
6.5 Onyx Eclipse, LLC commits to notifying the Client promptly of any significant changes affecting the material elements of the Event. Both parties agree to address such changes in good faith to ensure the Event’s successful execution. Minor adjustments that do not substantially impact the Event shall be at Onyx Eclipse, LLC's discretion, and no liability shall be assigned for such adjustments, provided they remain consistent with the agreed objectives.
6.6 Any revisions to the budget must be documented in writing and approved by the Client. Onyx Eclipse, LLC shall adhere to the agreed-upon budget, utilizing funds responsibly and within reasonable flexibility, including any authorized contingency. Should expenses surpass the contingency amount, Onyx Eclipse, LLC will notify the Client and, where feasible, obtain prior consent.
6.7 Onyx Eclipse, LLC acknowledges major messaging platforms such as iMessage, WhatsApp, email, client portals, and similar tools as acceptable for communication. However, only written confirmations regarding changes or approvals shall be binding.
6.8 The Statement of Work (SOW) serves as the binding contractual agreement between Onyx Eclipse, LLC and the Client. Any subsequent updates, modifications, or additional requests made after the SOW’s execution must be documented in writing. Onyx Eclipse, LLC shall not be held liable for any changes or disputes arising from verbal agreements or undocumented communications.
7. PAYMENT TERMS
7.1 Payment schedules will be mutually agreed upon by Onyx Eclipse, LLC ("Onyx Eclipse, LLC") and the Client ("Client") as specified in the Client Service Agreement. A non-refundable service fee, the amount of which shall be specified in the Client Service Agreement, is due upon execution of said agreement. The remaining balance shall be due prior to the event in accordance with the payment schedule established in the Client Service Agreement.
7.2 In the event that Client fails to remit full payment by the agreed-upon due date as specified in the Client Service Agreement, a late payment fee shall be assessed at the rate specified in the Client Service Agreement, accruing daily until the total balance is settled. Such charges will be enforced to the fullest extent permissible under Florida law and applicable laws in the jurisdiction where services are rendered.
7.3 Client agrees to reimburse the Onyx Eclipse, LLC for any reasonable and necessary expenses incurred in the course of fulfilling the contractual obligations. These costs shall be outlined in advance in the Client Service Agreement or subsequent written communications and must be pre-approved by Client in writing to avoid any disputes regarding the appropriateness or necessity of such expenses.
7.4 No expenses shall be incurred or billed to Client unless expressly authorized in writing by Client prior to the expense being incurred. This provision is designed to protect both parties from disagreements regarding the scope and cost of services provided.
7.5 Onyx Eclipse, LLC shall be solely responsible for the payment of any service-related fees. Client shall be responsible for all taxes, duties, or other government-imposed charges (including but not limited to sales tax, withholding tax, and VAT) arising from this agreement, unless expressly stipulated otherwise in the Client Service Agreement.
7.6 Client agrees to indemnify, defend, and hold Onyx Eclipse, LLC harmless from any claims, penalties, interest, liabilities, damages, costs or expenses of any kind whatsoever arising from Client's failure to comply with applicable tax laws, including those relating to cross-border transactions, where applicable.
7.7 Client acknowledges and agrees that no set-offs or deductions may be made against amounts owed to the Onyx Eclipse, LLC. All payments due under this agreement are to be made in full without any deductions or withholdings, except as required by applicable law or as specifically authorized in writing by the Onyx Eclipse, LLC.
7.8 Onyx Eclipse, LLC shall not be liable for any disputes or claims arising between Client and third parties. Client agrees to resolve any third-party claims separately and without impact on their financial obligations to the Onyx Eclipse, LLC. Any such disputes shall not delay or reduce payments due to the Onyx Eclipse, LLC under the Client Service Agreement.
7.9 Any legal deductions required by tax authorities, such as withholding tax, shall be the sole responsibility of Client, and Onyx Eclipse, LLC shall not be liable for any such obligations. Client shall provide evidence of any such withholdings if requested by Onyx Eclipse, LLC.
7.10 If Client disputes any portion of an invoice, they must notify Onyx Eclipse, LLC in writing within the timeframe specified in the Client Service Agreement following receipt of the invoice. Such disputes must be clearly outlined and supported by relevant documentation.
7.11 Notwithstanding any dispute, Client shall remain obligated to pay the undisputed portion of the invoice by the original due date as specified in the Client Service Agreement. Onyx Eclipse, LLC shall work diligently to resolve any invoice disputes in good faith within a reasonable timeframe.
7.12 In the event of a dispute that leads Client to terminate the agreement, Client agrees that the service fee, calculated as specified in the Client Service Agreement, shall remain payable in full. Client further acknowledges that no refunds will be issued for the non-refundable service fee under any circumstances.
7.13 Onyx Eclipse, LLC accepts payments via methods specified in the Client Service Agreement, subject to verification and authorization. Client acknowledges and agrees to pay any fees associated with the processing of transactions, including chargeback fees, if applicable, as outlined in the Client Service Agreement.
7.14 All payments must be confirmed in writing by Onyx Eclipse, LLC, and Client shall provide proof of payment via email or other verifiable means as specified in the Client Service Agreement. Payments made via alternative methods must comply with Onyx Eclipse, LLC's verification procedures to avoid delays or disputes.
7.15 Onyx Eclipse, LLC shall not be liable for any delays or non-performance caused by events beyond its reasonable control, including, but not limited to, natural disasters, pandemics, governmental actions, civil unrest, war, terrorism, strikes, or significant system failures. In such cases, the Onyx Eclipse, LLC will make reasonable efforts to notify the Client and mitigate the effects of the event, and shall be entitled to reasonable extensions of time for performance without penalty.
7.16 Client must provide verifiable documentation of any event of force majeure that directly impacts their ability to meet payment deadlines. Late payment penalties may be waived only in cases of severe and demonstrable force majeure, as determined by Onyx Eclipse, LLC at its sole discretion in accordance with the terms set forth in the Client Service Agreement.
7.17 In the event that payments are made in a currency other than U.S. dollars, the client agrees to bear all costs associated with currency conversion and fluctuations in exchange rates.
7.18 Onyx Eclipse, LLC reserves the right to adjust the total payment amount based on any significant fluctuations in exchange rates or additional costs incurred due to currency conversion, to ensure the payment is received in the equivalent amount agreed upon in the original contract.
8 AUTHORIZATION
8.1 Upon general approval of a project, campaign, or event as outlined in the Statement of Work (“SOW”), Onyx Eclipse shall have full authority to commence Services in accordance with the approved plans. Deliverables requiring specific review, including but not limited to press releases, articles, photographs, layouts, and artwork, will be submitted for additional approval if explicitly required by the SOW.
8.2 The Client’s approval of Services or deliverables, whether provided verbally, electronically, or in writing, shall be binding upon confirmation by Onyx Eclipse.
(a) For verbal approvals, Onyx Eclipse shall issue a written or electronic confirmation of the approved work, and such confirmation shall serve as final and binding documentation of the Client’s consent.
(b) Only individuals designated as “Key Persons” in the SOW or explicitly authorized in writing by the Client may provide binding approvals.
8.3 Onyx Eclipse retains sole discretion in selecting, appointing, and managing Suppliers necessary to fulfill the Services. The Client agrees to defer all supplier-related decisions to Onyx Eclipse unless otherwise stated in the SOW.
(a) Onyx Eclipse assumes no liability for the performance, delays, or misconduct of Suppliers, nor for any costs or damages arising from Supplier-related issues. This includes, but is not limited to, delays, quality disputes, or cancellations by Suppliers.
(b) The Client acknowledges that any Supplier disputes must be resolved directly with the Supplier and waives all claims against Onyx Eclipse related to third-party performance or conduct.
8.4 The Client agrees to provide timely approvals, information, and assistance as requested by Onyx Eclipse. Failure to do so may result in delays or increased costs for which Onyx Eclipse is not liable.
(a) The Client indemnifies and holds harmless Onyx Eclipse from any claims, losses, or damages arising from delays caused by the Client’s failure to fulfill its obligations under this Agreement.
8.5 Onyx Eclipse shall not be held liable for:
i. Delays, disruptions, or damages caused by Supplier actions or omissions.
ii. Disputes arising from Client dissatisfaction with previously approved work or deliverables.
iii. Additional costs resulting from changes, approvals, or delays initiated by the Client.
(a) In the event of disputes regarding approvals, Onyx Eclipse’s written confirmation of verbal or electronic approvals shall be deemed conclusive evidence of the Client’s consent.
8.6 Once approval for a deliverable or Service is provided, the Client waives the right to contest, modify, or revoke such approval unless otherwise agreed to in writing.
8.7 The Client agrees to indemnify and defend Onyx Eclipse against any claims, losses, or liabilities arising from:
(a) Supplier performance, disputes, or cancellations;
(b) Delays or increased costs due to Client actions or inactions;
(c) Revisions or disputes over approved deliverables or Services.
9 CANCELLATION
9.1 The Client must notify Onyx Eclipse in writing of any intention to cancel an Event or make variations to the agreed Services. Written notice may be provided via email or other legally recognized means to ensure documented proof of the Client’s intent.
9.2 Cancellations are considered effective only upon receipt of written confirmation by Onyx Eclipse.
9.3 If the Client cancels an Event, the Client shall remain liable for all fees already incurred by Onyx Eclipse in connection with the provision of the Services, as well as any fees that may arise as a direct consequence of the cancellation.
9.4 The Client agrees to pay the final payment by the due date specified in this Agreement, whether as a one-time payment or in scheduled installments. Failure to remit payment in full by 11:59 PM on the due date shall result in a late fee of 5% per month (accruing daily at 0.16% per day) on the outstanding balance until paid in full. Onyx Eclipse, LLC reserves the right to suspend services, cancel the Agreement without refund, and pursue legal action if payment is not received within 30 days of the due date. The Client further agrees to be responsible for any collection costs, legal fees, or additional expenses incurred in recovering overdue payments. The Client acknowledges and agrees that non-payment shall not relieve them of their contractual obligations under this Agreement.
9.5 Onyx Eclipse shall not be liable for any delay or failure in performing Services due to circumstances beyond its reasonable control, including but not limited to natural disasters, governmental actions, pandemics, acts of terrorism, or system outages (“Force Majeure Events”).
9.6 In the event of a Force Majeure Event, Onyx Eclipse shall make reasonable efforts to reschedule or adapt the Services. However, if performance becomes impossible, the Client agrees that any refunds or adjustments to fees shall be at the sole discretion of Onyx Eclipse.
9.7 Where a third-party contractor, supplier, or vendor cancels services relating to an Event, Onyx Eclipse shall endeavor, where reasonable, to secure a replacement of equivalent quality and standard.
9.8 If replacement is not feasible, the portion of the budget allocated to the third party may be removed. Onyx Eclipse shall not, under any circumstances, be liable for third-party cancellation fees or failures.
9.9 If Onyx Eclipse cancels an Event for reasons unrelated to the Client’s actions or a Force Majeure Event, the Client may be eligible for a full refund of all fees paid under the Contract.
9.10 Onyx Eclipse reserves the right to cancel an Event without liability for a refund if the Client engages in unlawful, unethical, or inappropriate conduct that undermines the terms of the Contract or the reputation of Onyx Eclipse.
9.11Onyx Eclipse is not liable for any third-party failures but may, at its discretion, assist the Client in resolving such issues.
9.12 Any disputes arising under this clause, including disagreements regarding cancellation fees or refunds, shall be resolved through arbitration as outlined in clause 4.2 of this Agreement.
9.13 This cancellation policy shall apply equally to domestic and international clients. No specific provisions regarding currency conversion or tax obligations are provided herein, and the Client is advised to consult local regulations for compliance.
9.14 All terms outlined herein are intended to provide the fullest legal protection to Onyx Eclipse while maintaining transparency and professionalism in all client relationships.
10 TERMINATION
10.1 The Contract may be terminated subject to earlier termination provisions set forth in clauses 10.2, 10.3, and 10.4, or as otherwise specified in the Statement of Work ("SOW"). Termination shall also occur when Onyx Eclipse, LLC has received full payment for all amounts due under this Contract. In all cases, termination is subject to the terms and conditions of this Contract.
10.2 Either party may terminate this Contract immediately by providing written notice to the other party if any of the following events occur:
(a) The other party commits a material breach of this Contract and, if the breach is remediable, fails to remedy it within thirty (30) calendar days of receiving written notice of the breach. For the purposes of this clause, a material breach includes, but is not limited to, non-performance or failure to comply with the key obligations of this Contract.
(b) The other party suspends or threatens to suspend payment of its debts, is unable to pay its debts as they become due, or admits inability to pay its debts. This includes any individual, partnership, or company subject to any provisions of the Insolvency Act 1986, or similar insolvency or bankruptcy laws applicable in any jurisdiction.
(c) The other party becomes subject to any action by creditors, including the appointment of a receiver or administrator, execution of a charge over assets, or if any other such process is levied on its assets.
(d) A petition for the winding-up or bankruptcy of the other party is filed or any similar legal proceedings are initiated against it, except for the purpose of a solvent restructuring or merger.
(e) The other party suspends, ceases, or threatens to cease carrying out all or a significant portion of its business operations.
(f) In the event that an individual party to this Contract dies, or becomes incapable of managing their affairs due to illness or incapacity (whether mental or physical), as evidenced by a court or legal declaration of mental
10.3 Upon termination of the Contract for any reason:
(a) The Client shall immediately settle all outstanding invoices issued by Onyx Eclipse, LLC, along with any accrued interest, late fees, or additional costs incurred as outlined in Clause 7.2.
(b) If any Services have been rendered for which an invoice has not yet been issued, Onyx Eclipse, LLC will submit a final invoice. The Client must remit payment for this invoice within seven (7) calendar days from the date of receipt.
(c) Any costs, fees, or obligations incurred on behalf of the Client with third-party vendors or service providers remain the sole responsibility of the Client and must be paid in full, even after termination.
10.4 Termination of the Contract does not affect the accrued rights, remedies, obligations, or liabilities of either party as of the date of termination. This includes but is not limited to:
(a) The right to pursue damages or other remedies for breaches of the Contract that occurred prior to termination.
(b) The Client’s responsibility to reimburse any costs incurred for work completed or expenses paid by Onyx Eclipse, LLC prior to termination.
10.5 The following clauses shall survive termination of this Contract and remain in full force and effect:
(a) Confidentiality obligations under Clause 9.12.
(b) Payment obligations under Clause 7.2, including late payment penalties.
(c) Intellectual property rights pertaining to any materials, plans, or designs developed by Onyx Eclipse, LLC during the term of the Contract.
(d) Liability disclaimers and indemnification provisions as applicable.
10.6 Termination due to force majeure or unforeseen circumstances does not absolve the Client from payment obligations or liability for costs already incurred. Such events are addressed and governed under Clause 9.12.
10.7 All notices of termination must be provided in writing and delivered via email or registered mail to the respective party’s contact address as outlined in the Contract. A confirmation of receipt will be issued by Onyx Eclipse, LLC for all termination communications.
11 LIABILITY
11.1 Onyx Eclipse, LLC ("Onyx Eclipse") accepts liability for:
(a) fraud or fraudulent misrepresentation; and
(b) intentional acts of gross negligence that directly result in damages.
11.2 Subject to Clause 11.1, Onyx Eclipse shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(a) any loss of profit, revenue, goodwill, or anticipated savings;
(b) any indirect, incidental, special, punitive, or consequential damages;
(c) delays, errors, or omissions caused by third-party suppliers, contractors, or agents;
(d) any losses resulting from events outside the reasonable control of Onyx Eclipse, including but not limited to force majeure events such as natural disasters, strikes, governmental actions, or pandemics;
(e) any failure by the Client or third parties to provide accurate, timely, or necessary information for the successful performance of the services; and
(f) any loss arising from verbal approvals or instructions not followed by written confirmation issued by Onyx Eclipse.
11.3 Subject to Clause 11.1, the total aggregate liability of Onyx Eclipse to the Client for all claims, losses, damages, or expenses arising under or in connection with the Contract shall not exceed the total fees paid by the Client to Onyx Eclipse under the applicable Contract.
11.4 To the fullest extent permitted by law, all warranties, conditions, and other terms implied by statute, common law, or otherwise are excluded, except as expressly set out in these Terms and Conditions.
11.5 Onyx Eclipse shall not be held liable for any delays or failures in the performance of its obligations caused by events beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, strikes, government actions, pandemics, or other force majeure events.
11.6 Onyx Eclipse acts solely as an intermediary between the Client and third-party suppliers. While Onyx Eclipse will make reasonable efforts to ensure the reliability of third-party services, Onyx Eclipse shall not be liable for the actions, omissions, or performance failures of any third-party suppliers.
11.7 This Clause 11 shall survive the termination or expiration of the Contract and shall remain binding on both parties.
12 ATTENDEE BEHAVIOR AND RESPONSIBILITY
12.1 Onyx Eclipse, LLC reserves the sole and absolute right to deny entry to any attendee at the Event if, in its reasonable opinion or that of its staff, such person’s admission may:
(a) pose a risk of harm or damage to the Venue or any property located at the Venue;
(b) threaten the safety, comfort, or enjoyment of other attendees, guests, or personnel; or
(c) violate any policies, rules, or regulations of the Venue or the Event.
Onyx Eclipse, LLC may exercise this right of refusal without prior notice or explanation, and its decision shall be final. By agreeing to these Terms and Conditions, the Client acknowledges and agrees to Onyx Eclipse, LLC’s authority to exercise this right, and further agrees that such refusal of admission does not entitle the Client to any refund or compensation.
12.2 (a) The Client shall be fully responsible for ensuring that all attendees, agents, representatives, or other persons instructed or invited by the Client comply with the rules, regulations, and behavioral standards of the Event and the Venue.
(b) If any such individuals cause damage to the Venue, property located therein, or other third-party property, or if their actions result in loss, injury, or harm to Onyx Eclipse, LLC, its staff, or any attendees, the Client agrees to:
(i) indemnify and hold harmless Onyx Eclipse, LLC from and against all resulting claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees); and
(ii) ensure that any damages or liabilities not settled by the responsible attendee(s) will be covered by the Client.
12.3 Onyx Eclipse, LLC shall not be held liable for:
(a) any actions, damages, or losses caused by attendees, agents, representatives, or other persons invited or instructed by the Client, whether occurring before, during, or after the Event;
(b) delays, cancellations, or disruptions to the Event arising from attendee behavior or non-compliance with Venue policies; or
(c) reputational damage, penalties, or losses suffered by the Client or other parties due to the conduct of attendees or other individuals associated with the Client.
12.4 Onyx Eclipse, LLC shall not be liable for any failure to control or manage attendee behavior arising from force majeure events or circumstances beyond its reasonable control, including but not limited to intoxication, unforeseen disputes, or unanticipated safety risks.
12.5 The Client agrees to indemnify Onyx Eclipse, LLC against any reputational damage, penalties, or financial loss incurred as a result of inappropriate or unlawful behavior by attendees, agents, or representatives associated with the Client.
13 RIGHTS TO DELIVERABLES AND CREATIVE WORKS
13.1 Onyx Eclipse, LLC acknowledges that the Client retains full ownership of all Deliverables created as part of the Services. However, Onyx Eclipse, LLC shall not be held liable for the safekeeping or retention of any Deliverables left in its possession if the Client fails to request their return or provide specific instructions for their collection.
13.2 Onyx Eclipse, LLC reserves the right to use generic or pre-existing materials, templates, or designs that are not exclusive to the Client unless explicitly agreed otherwise in writing. The Client shall have non-exclusive rights to such materials solely for the purposes set forth in the Scope of Work.
13.3 Onyx Eclipse, LLC ensures to the best of its knowledge and due diligence that the Deliverables provided to the Client, excluding materials supplied directly by the Client, will not infringe upon the intellectual property or proprietary rights of any third party. Should any claims arise regarding infringement, Onyx Eclipse, LLC will promptly address the matter and work to resolve it, ensuring minimal disruption to the Client.
13.4 The Client shall be indemnified and held harmless by Onyx Eclipse, LLC against any legal claims, financial losses, liabilities, or reasonable legal expenses directly arising from allegations that the Client’s use of Deliverables prepared by Onyx Eclipse, LLC violates third-party intellectual property rights. This indemnity does not extend to materials supplied by the Client or used at their direction.
13.5 Onyx Eclipse, LLC reserves the right to capture photographs, video recordings, and other media of the Event before and after the attendance of guests, for internal documentation and commercial purposes related to design and production. Any media featuring identifiable individuals or Event content during the presence of guests will be captured only with prior written consent from the Client. The Client’s approval shall serve as the sole authorization required, and any disputes from third parties will be the Client’s responsibility.
13.6 Onyx Eclipse, LLC will take all reasonable steps, including procuring the cooperation of its employees, contractors, and subcontractors, to ensure the proper execution of any documentation required to assign or confirm the transfer of intellectual property rights to the Client. The Client acknowledges that delays in obtaining necessary signatures or documents may affect project timelines, for which Onyx Eclipse, LLC shall not be held liable.
13.7 Onyx Eclipse, LLC shall not be liable for any damages or claims arising from the Client’s failure to adhere to the agreed use of Deliverables or unauthorized distribution to third parties. Any liabilities related to third-party intellectual property claims resulting from materials supplied by the Client remain solely the Client’s responsibility.
13.8 Should Deliverables incorporate any third-party materials subject to licensing restrictions, Onyx Eclipse, LLC will notify the Client of such limitations. The Client agrees to comply with these restrictions and acknowledges that Onyx Eclipse, LLC is not responsible for breaches arising from the Client’s use of such materials.
14 NON-DISCLOSURE AND PRIVACY
14.1 Each party (the "Receiving Party") agrees to maintain the confidentiality of all proprietary, sensitive, technical, commercial, operational, or strategic information disclosed by the other party (the "Disclosing Party"). This includes but is not limited to business processes, client details, financial data, trade secrets, methods, inventions, and strategies ("Confidential Information"), regardless of the form in which it is disclosed.
Confidential Information also includes any information that a reasonable person would understand to be confidential due to its nature or the circumstances of disclosure.
14.2 Both parties agree not to disclose, use, or misappropriate Confidential Information for any purpose outside the performance of their contractual obligations.
Onyx Eclipse, LLC will not disclose the identity of the Client, event details, or any related specifics without prior written consent.
The Receiving Party may share Confidential Information with its employees, agents, or subcontractors on a strict need-to-know basis for fulfilling contractual obligations, provided they are bound by confidentiality terms equal to or greater than those outlined herein.
14.3 Was publicly available at the time of disclosure, or subsequently becomes publicly available without breach by the Receiving Party;
(a) Was demonstrably known to the Receiving Party before disclosure, without any obligation of confidentiality;
(b) Is independently developed by the Receiving Party without reliance on the Disclosing Party’s Confidential Information; or
(c) Is legally required to be disclosed, provided the Receiving Party promptly notifies the Disclosing Party (if legally permitted) and takes reasonable measures to minimize such disclosure.
14.4 Verbal disclosures of Confidential Information are non-binding unless explicitly confirmed in writing by the Disclosing Party.
Onyx Eclipse, LLC is not liable for any reliance on verbal disclosures or for any issues arising from unconfirmed verbal decisions.
14.5 Upon termination of the Agreement or at the Disclosing Party’s written request, the Receiving Party shall promptly return or permanently destroy all Confidential Information, including derivatives and duplicates.
The Receiving Party must provide written certification of destruction upon request.
14.6 The confidentiality obligations outlined in this section shall survive the expiration or termination of the Agreement for five (5) years, or longer if required by applicable law.
14.7 In the event of an actual or threatened breach of confidentiality, the Disclosing Party may seek all remedies available under the law, including but not limited to injunctive relief, damages, and specific performance, without the requirement to prove irreparable harm.
14.8 The Receiving Party shall indemnify and hold harmless the Disclosing Party from any claims, damages, losses, costs, or expenses, including reasonable attorney’s fees, arising from unauthorized disclosures or misuse of Confidential Information.
14.9 Onyx Eclipse, LLC makes no warranty regarding the accuracy or completeness of any Confidential Information provided and shall not be held liable for decisions made based on such information.
Neither party shall be liable for incidental, consequential, or indirect damages arising from a breach of confidentiality unless caused by gross negligence or willful misconduct.
14.10 This section shall be governed by the laws of the State of Florida. Any disputes arising under this section shall be subject to the exclusive jurisdiction of the state and federal courts located in Florida.
14.11 If any provision of this section is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Onyx Eclipse, LLC Terms & Conditions of Concierge Membership
Welcome to Onyx Eclipse, LLC. By enrolling in our Concierge membership, you agree to the following terms and conditions, which govern your use of our personalized luxury services.
1. DEFINITIONS AND INTERPRETATION
1.1 "Agreement" means these Terms of Service, as may be amended from time to time.
"Client" or "You" means the individual or entity that has entered into this Agreement with Onyx Eclipse.
"Onyx Eclipse, LLC", "We", "Us", or "Our" means Onyx Eclipse, LLC, a Florida limited liability Onyx Eclipse, LLC.
"Services" means all concierge, lifestyle management, event planning, and related services provided by the Onyx Eclipse, LLC.
"Lifestyle Manager" means the dedicated Onyx Eclipse, LLC employee assigned to manage a client's account and service requests.
"Third-Party Vendor" means any independent contractor, service provider, or business entity engaged to fulfill Client requests.
"Confidential Information" means all non-public information disclosed by either party, including but not limited to personal preferences, financial information, schedules, contacts, and proprietary business information.
"Emergency Services" means urgent, time-sensitive assistance required due to unforeseen circumstances that pose immediate risk to health, safety, or significant business interests.
"Business Day" means Monday through Friday, excluding federal holidays, between 9:00 AM and 5:00 PM Eastern Time.
1.2 INTERPRETATION RULES
In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) singular includes plural and vice versa; (c) "including" means "including without limitation"; (d) references to laws include amendments and successor provisions; (e) references to persons include individuals, corporations, and other entities; (f) ambiguities shall not be construed against the drafting party.
2. AGREEMENT FORMATION AND ACCEPTANCE
2.1 This Agreement is formed when: (a) Client completes the registration process; (b) Onyx Eclipse, LLC accepts Client's application; (c) Client pays the applicable membership fee; and (d) Onyx Eclipse, LLC provides written confirmation of membership activation.
2.2 By entering this Agreement, Client represents and warrants that: (a) Client is at least 18 years old or the legal age of majority in their jurisdiction; (b) Client has full legal capacity to enter into binding agreements; (c) if acting on behalf of an entity, Client has proper authorization; (d) execution of this Agreement will not violate any other agreement or legal obligation.
2.3 Client acknowledges that this Agreement is executed electronically and that electronic signatures have the same legal effect as handwritten signatures. Client consents to receive all communications electronically unless otherwise specified.
2.4 This Agreement supersedes all prior negotiations, understandings, and agreements between the parties. In case of conflict between this Agreement and any other document, this Agreement shall prevail.
3. SERVICE DESCRIPTION AND MEMBERSHIP TIERS
3.1 The Onyx Eclipse, LLC provides luxury concierge and lifestyle management services designed to enhance Client's personal and professional life. Services may include but are not limited to: event planning and coordination, travel arrangements, dining reservations, entertainment booking, personal shopping, household management, business support, vendor coordination, and bespoke experiences.
3.2 Services included within membership tier limits: restaurant reservations, basic travel booking, appointment scheduling, information research, vendor referrals, and routine personal errands.
3.3 Services requiring additional fees: luxury travel coordination, exclusive event planning, high-value purchasing, specialized vendor management, and international services.
3.4 Onyx Eclipse, LLC will not provide services that: (a) violate any law or regulation; (b) involve illegal substances or activities; (c) require professional licensing we do not possess; (d) pose unreasonable safety risks; (e) involve adult entertainment or escort services; (f) require us to act as fiduciaries or financial advisors; (g) involve political activities or lobbying.
3.5 Onyx Eclipse, LLC reserves the right to modify, enhance, or discontinue services with 30 days' written notice. Material service reductions will entitle clients to terminate without penalty during the notice period.
4. CLIENT OBLIGATIONS AND RESPONSIBILITIES
4.1 Client shall provide accurate, complete, and current information. Clients must promptly notify Onyx Eclipse, LLC of any changes to contact information, preferences, or circumstances that may affect service delivery.
4.2 Service Request Protocol
4.2.1 All service requests must be submitted through designated channels: (a) email to assigned lifestyle manager; (b) client portal (if applicable); (c) phone during designated hours; (d) emergency hotline for urgent matters only.
4.2.2 Each request must include: (a) detailed description of desired service; (b) preferred timeline and deadlines; (c) budget parameters and approval limits; (d) specific preferences or restrictions; (e) emergency contact information if applicable.
4.2.3 Client must provide written approval for: (a) expenses exceeding $500; (b) recurring service arrangements; (c) sharing of personal information with vendors; (d) any legal or contractual commitments on Client's behalf.
4.3 Client agrees to: (a) treat all Onyx Eclipse, LLC personnel and vendors with respect and professionalism; (b) provide reasonable cooperation in service delivery; (c) respond promptly to requests for information or approval; (d) comply with all applicable laws and regulations; (e) refrain from requesting services that could create legal liability for Onyx Eclipse, LLC.
4.4 Client is responsible for: (a) timely payment of all fees and charges; (b) maintaining valid payment methods; (c) all third-party vendor costs approved by Client; (d) any penalties or fees resulting from Client's actions or omissions.
4.5 Client shall maintain confidentiality of: (a) Onyx Eclipse, LLC's proprietary methods and processes; (b) information about other clients; (c) vendor relationships and pricing; (d) any confidential business information shared by Onyx Eclipse, LLC.
5. PAYMENT TERMS, FEES, AND BILLING
5.1. Membership fees are due monthly in advance. Initial payment is due upon enrollment. Subsequent payments are automatically charged on the same date each month.
5.2 Additional Fees
5.2.1 Services beyond membership tier limits incur additional charges at our then-current rates. Fees will be disclosed and approved before service delivery.
5.2.2 Requests requiring immediate attention (less than 24 hours' notice) may incur rush fees of 25-50% of the base service cost.
5.2.3 Vendor arrangements cancelled within 48 hours may incur cancellation fees equal to any penalties imposed by vendors.
5.3 Client authorizes Onyx Eclipse, LLC to charge approved third-party vendor costs to Client's payment method. Onyx Eclipse, LLC may require pre-authorization for expenses exceeding specified limits.
5.4 Payment Methods and Authorization
5.4.1 Payment accepted via major credit cards, debit cards, ACH transfers, and wire transfers. Onyx Eclipse, LLC reserves the right to modify accepted payment methods.
5.4.2 Client authorizes Onyx Eclipse, LLC to charge all fees, service costs, and vendor expenses to the payment method on file. Client agrees to maintain sufficient credit or funds.
5.5 Billing and Invoicing
5.5.1 Membership fees are billed annually. Additional services are billed within 30 days of completion. Vendor costs are billed upon payment to the vendor.
5.5.2 Clients must notify Onyx Eclipse, LLC of billing disputes within 30 days of the invoice date. Undisputed amounts remain due as scheduled.
6. SERVICE DELIVERY AND PERFORMANCE STANDARDS
6.1 Onyx Eclipse, LLC will use commercially reasonable efforts to fulfill Client requests within the parameters of the selected membership tier. Service delivery is subject to vendor availability, legal restrictions, and practical limitations.
6.2 Response time commitments are for initial acknowledgment of requests during business hours. Complex requests may require additional time for fulfillment.
6.3 Onyx Eclipse, LLC maintains professional standards for all services and will address quality concerns promptly. However, satisfaction with subjective elements (taste, style, etc.) is not guaranteed.
6.4 Service Limitations
6.4.1 Services are primarily available within the continental United States. International services may be available at additional cost and with extended timelines.
6.4.2 Service fulfillment depends on vendor availability and capacity. Popular services during peak periods may have limited availability.
6.4.3 Onyx Eclipse, LLC cannot provide services that violate applicable laws, regulations, or professional licensing requirements.
6.5 Emergency Services
6.5.1 Emergencies are situations requiring immediate attention due to health, safety, or significant business risks. Non-urgent requests do not qualify as emergencies.
6.5.2 Onyx Eclipse, LLC will respond to emergency requests within 2 hours. Emergency services may incur additional fees.
6.6 Onyx Eclipse, LLC may modify service delivery methods, standards, or procedures with reasonable notice. Material changes affecting service quality will be communicated in advance.
7. THIRD-PARTY VENDOR RELATIONSHIPS
7.1 Onyx Eclipse, LLC selects vendors based on professional criteria including reputation, capability, and cost-effectiveness. However, Onyx Eclipse, LLC does not guarantee vendor performance.
7.2 All vendors are independent contractors, not employees or agents of Onyx Eclipse, LLC. Onyx Eclipse, LLC is not responsible for vendor actions, omissions, or performance.
7.3 Vendor Liability
7.3.1 Onyx Eclipse, LLC makes no warranties regarding vendor services, quality, timeliness, or fitness for purpose.
7.3.2 The relationship for service performance is directly between Client and vendor. Onyx Eclipse, LLC facilitates but does not guarantee vendor performance.
7.4 Clients must resolve disputes directly with vendors. Onyx Eclipse, LLC may assist in communication but is not responsible for dispute resolution or vendor refunds.
7.5 Vendor Payments
7.5.1 Onyx Eclipse, LLC may pay vendors on Client's behalf and charge Client's account. Client authorizes such payments within approved limits.
7.5.2 Client remains responsible for vendor payments even if disputing vendor performance. Chargebacks or payment reversals may result in service suspension.
7.6 Onyx Eclipse, LLC may share necessary Client information with vendors to facilitate service delivery. Client consents to such sharing within the scope of requested services.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Onyx Eclipse, LLC materials, including but not limited to logos, trademarks, service marks, trade names, copyrighted content, proprietary processes, and methodologies, are the exclusive property of Onyx Eclipse, LLC.
8.2 Eclipse, LLC materials solely in connection with received services. Clients may not copy, distribute, or create derivative works.
8.3 Client retains ownership of all personal information, preferences, and content provided to Onyx Eclipse, LLC. Client grants Onyx Eclipse, LLC a license to use such information solely for service delivery.
8.4 Any feedback, suggestions, or improvements provided by Client become the property of Onyx Eclipse, LLC and may be used without compensation or attribution.
8.5 Infringement Claims
8.5.1 Claims of intellectual property infringement must be submitted in writing with detailed information supporting the claim.
8.5.2 Onyx Eclipse, LLC will investigate valid claims promptly and take appropriate action, which may include removing or modifying allegedly infringing content.
8.6 Clients may not use Onyx Eclipse, LLC trademarks, service marks, or trade names without prior written permission. Any authorized use must comply with Onyx Eclipse, LLC's brand guidelines.
9. LIMITATION OF LIABILITY AND DISCLAIMERS
9.1 Service Disclaimers
9.1.1 Onyx Eclipse, LLC PROVIDES SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9.1.2 Onyx Eclipse, LLC does not guarantee that services will meet Client's expectations or requirements, be uninterrupted, or be error-free.
9.2 Liability Limitations
9.2.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, Onyx Eclipse, LLC'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO Onyx Eclipse, LLC IN THE 12 MONTHS PRECEDING THE CLAIM.
9.2.2 IN NO EVENT SHALL Onyx Eclipse, LLC BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL.
9.3 Onyx Eclipse, LLC is not responsible for vendor actions, omissions, delays, or failures. Client assumes all risks associated with vendor services.
9.4 Onyx Eclipse, LLC is not liable for delays or failures due to circumstances beyond its reasonable control, including natural disasters, government actions, or vendor failures.
9.5 Client agrees to take reasonable steps to mitigate damages and will not unreasonably increase Onyx Eclipse, LLC's liability exposure.
9.6 CLIENT ACKNOWLEDGES THAT THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT AND THAT Onyx Eclipse, LLC WOULD NOT PROVIDE SERVICES WITHOUT THESE LIMITATIONS.
10. INDEMNIFICATION PROVISIONS
10.1 Client agrees to indemnify, defend, and hold harmless Onyx Eclipse, LLC, its officers, directors, employees, agents, and affiliates from and against all claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from or relating to:
(a) Client's use of services; (b) Client's breach of this Agreement; (c) Client's violation of any law or regulation; (d) Client's negligent or wrongful acts; (e) Third-party vendor services or performance; (f) Any content or information provided by Client; (g) Client's violation of third-party rights.
10.2 Onyx Eclipse, LLC agrees to indemnify Client for third-party claims that Onyx Eclipse, LLC's services directly infringe valid intellectual property rights, provided that:
(a) Client promptly notifies Onyx Eclipse, LLC of the claim; (b) Onyx Eclipse, LLC has sole control of defense and settlement; (c) Client provides reasonable cooperation; (d) The claim does not arise from Client modifications or misuse.
10.3 Indemnification Procedures
10.3.1 The indemnified party must provide prompt written notice of any claim and cooperate in defense efforts.
10.3.2 The indemnifying party has the right to control defense and settlement, subject to the indemnified party's consultation rights.
10.4 Indemnification obligations are subject to the liability limitations set forth in Section 9.
11. TERMINATION AND SUSPENSION
11.1 Termination by Client
11.1.1 Clients may terminate this Agreement at any time with 30 days' written notice. Termination is effective at the end of the current billing period.
11.1.2 Client remains responsible for all fees incurred through the termination date. No refunds will be provided for unused services.
11.2 Termination by Onyx Eclipse, LLC
11.2.1 Onyx Eclipse, LLC may terminate immediately for: (a) material breach of this Agreement; (b) non-payment of fees; (c) abusive or inappropriate conduct; (d) illegal activities; (e) violation of acceptable use policies.
11.2.2 Onyx Eclipse, LLC may terminate with 30 days' written notice without cause.
11.3 Service Suspension
11.3.1 Onyx Eclipse, LLC may suspend services for: (a) late payment; (b) investigation of potential violations; (c) failure to provide required information; (d) threat to security or operations.
11.3.2 Onyx Eclipse, LLC will provide reasonable notice of suspension unless immediate action is required for security or legal reasons.
11.4 Effects of Termination
11.4.1 Upon termination, all services will cease, and clients will lose access to Onyx Eclipse, LLC systems and personnel.
11.4.2 Termination does not affect obligations that accrued prior to termination, including payment obligations and confidentiality requirements.
11.5 Upon termination, Onyx Eclipse, LLC will: (a) cease using Client information for service delivery; (b) return or destroy Client information as requested; (c) retain information as required by law or legitimate business purposes.
11.6 The following provisions survive termination: payment obligations, confidentiality, intellectual property rights, indemnification, limitation of liability, and dispute resolution.
12. DISPUTE RESOLUTION AND GOVERNING LAW
12.1 This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
12.2 For any disputes not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Hillsborough County, Florida.
12.3 Mandatory Arbitration
12.3.1 ALL DISPUTES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION, EXCEPT FOR CLAIMS SEEKING INJUNCTIVE RELIEF OR INVOLVING INTELLECTUAL PROPERTY RIGHTS.
12.3.2 Arbitration will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) by a single arbitrator selected according to AAA procedures.
12.3.3 Arbitration will be conducted in Tampa, Florida, or by video conference if agreed by both parties.
12.4 CLIENT WAIVES THE RIGHT TO PARTICIPATE IN CLASS ACTIONS, REPRESENTATIVE ACTIONS, OR COLLECTIVE ARBITRATION PROCEEDINGS.
12.5 Either party may seek preliminary injunctive relief in court to prevent irreparable harm while arbitration is pending.
12.6 Before initiating arbitration, parties must attempt good faith mediation through a qualified mediator. If mediation fails within 60 days, arbitration may proceed.
12.7 The prevailing party in any legal proceeding is entitled to recover reasonable attorney fees and costs.