Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and BakeOnyx ("we," "us," or "our") governing your access to and use of the BakeOnyx platform and services (the "Service").

By accessing or using our Service, you agree to be bound by these Terms. If you are using the Service on behalf of a business or other entity, you represent that you have the authority to bind that entity to these Terms.

You must be at least 18 years old to use this Service.

If you do not agree to these Terms, you must not access or use our Service.

Modifications to These Terms

We may update or modify these Terms at any time by posting revised Terms on our website. For material changes, we will provide at least 30 days' advance notice via email or in-app notification before the changes take effect. Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Service before the effective date.

2. Description of Service

BakeOnyx is a software-as-a-service (SaaS) platform designed to help bakery businesses manage their operations. Our Service includes:

• Order and customer management
• Recipe creation and costing
• Inventory tracking
• Supplier management
• AI-powered predictions and insights
• Reporting and analytics
• Messaging and communication tools (such as WhatsApp and SMS integration)
• Online storefront and wholesale portal
• Delivery management and tracking
• Customer loyalty programs
• Staff scheduling and labor management
• Third-party service integrations (such as calendar sync and accounting)

This list is not exhaustive. We continuously develop and add new features, functions, and capabilities to the platform. New features may be introduced at any time and may be subject to additional terms or tier availability.

Online storefronts, wholesale portals, and customer-facing features hosted through BakeOnyx are operated by the individual bakery using BakeOnyx technology. BakeOnyx provides the underlying platform; each bakery is solely responsible for the operation of its customer-facing services and all interactions with its end consumers.

Service features may vary by subscription tier. We reserve the right to modify, suspend, or discontinue any aspect of the Service with reasonable notice.

3. Account Registration & Security

Your Responsibilities

• Provide accurate, current, and complete registration information
• Maintain the security of your login credentials
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

Multi-User Accounts

The account owner is responsible for all activity by users they invite to their account, including staff and managers.

Our Rights

• Suspend or terminate accounts that violate these Terms
• Refuse service at our discretion
• Require additional verification of account ownership

Account Suspension

We may suspend your access to the Service immediately and without advance notice if we reasonably believe: (a) you are violating these Terms; (b) your account has been compromised; (c) your use poses a security risk to the Service or other users; or (d) suspension is required by law or a governmental authority. We will make reasonable efforts to notify you of the suspension and the reason, but advance notice is not required. Suspension does not waive our right to terminate your account.

4. Subscription & Payments

Billing

• Subscriptions are billed monthly or annually in advance
• Subscriptions automatically renew unless cancelled
• Payment is processed securely through Stripe, PayPal, or any other payment provider available on the BakeOnyx platform

Price Changes

We may change our prices with 30 days' notice. Annual subscriptions are locked at the current rate for the term.

Refunds

• Monthly plans: No refunds for partial months
• Annual plans: No refunds for unused months. You may continue to use the Service until the end of your current billing term

Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and government levies arising from your use of the Service, excluding taxes based on our net income. If we are required by law to collect taxes, the applicable amount will be added to your invoice.

Failed Payments

If payment fails, we will attempt to collect payment and may suspend your account after multiple failures. We are not liable for service interruption due to non-payment.

Chargebacks & Disputed Payments

Filing a fraudulent or unjustified chargeback or payment dispute constitutes a material breach of these Terms. In such cases, we may immediately suspend or terminate your account, and you will be liable for all costs we incur, including chargeback fees, administrative costs, and collection costs.

Free Trials & Beta Features

Free trial periods and beta features are provided "as is" without any warranty or service-level commitment. We may modify, limit, or discontinue free tiers, trial access, or beta features at any time without notice. We assume no liability for any losses arising from the use of free or trial features.

5. Acceptable Use Policy

You agree NOT to:

• Use the Service for any illegal purpose
• Upload harmful, abusive, or fraudulent content
• Attempt to reverse engineer or decompile the software
• Use automated scripts to access the Service without permission
• Resell, sublicense, or redistribute the Service
• Circumvent security measures or access controls
• Interfere with the operation of the Service
• Impersonate others or misrepresent your identity
• Upload malware, viruses, or harmful code
• Send unsolicited messages or spam through messaging features
• Use messaging features in violation of applicable telecommunications laws
• Store or transmit third-party credentials other than for authorized integrations
• Conduct or publish performance benchmarks or competitive analysis of the Service without our prior written consent
• Violate any applicable laws or regulations

We reserve the right to remove content and terminate accounts that violate this policy.

6. Intellectual Property

Our Property

BakeOnyx, including the platform, software, design, logos, and trademarks, is owned by us and protected by intellectual property laws. Nothing in these Terms grants you ownership of our intellectual property.

Your Property

You retain ownership of all business data and content you upload to the Service. By using our Service, you grant us a limited license to process, store, and display your content as necessary to provide the Service.

License to Use

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes, subject to these Terms.

Feedback & Suggestions

Any feedback, suggestions, ideas, or feature requests you voluntarily submit to us become our property. We may use, modify, and incorporate such feedback into the Service or any other product without any obligation, attribution, or compensation to you. You waive any rights you may have in submitted feedback.

7. User Data & Content

7.1 Your Responsibilities

• You are responsible for the accuracy of data you enter
• You must obtain all necessary consents from your customers before collecting or processing their data through the Service
• You must obtain consent from staff members for scheduling, wage, and availability data
• If you operate an online store or wholesale portal, you are responsible for maintaining your own privacy policy and terms of service for your end customers
• You must comply with applicable privacy and data protection laws
• You are solely responsible for all end-consumer relationships, disputes, and claims arising from your use of store, wholesale portal, delivery, and loyalty features
• You represent and warrant that you have the legal authority and capacity to fulfill your obligations under these Terms, including any indemnification obligations
• We recommend maintaining your own backups of critical data
• Data export functionality is available through your account

7.2 Data Controller and Processor Relationship

You (the bakery) are the data controller for your customer data, staff data, and end-consumer data (including store and wholesale customers). You determine what personal data is collected and how it is processed.

BakeOnyx acts as a data processor, processing data on your behalf in accordance with your instructions and these Terms. BakeOnyx is the data controller for your account information, usage data, and billing information.

You are responsible for responding to data subject access requests from your customers, staff, and end consumers. BakeOnyx will provide reasonable assistance to help you fulfill such requests.

In the event of a data breach affecting your data, BakeOnyx will notify you without undue delay and, where required by applicable law, within 72 hours. You remain responsible for determining whether further notification to supervisory authorities or affected individuals is required.

7.3 Aggregated & Anonymized Data

We may collect, use, and disclose aggregated and anonymized data derived from your use of the Service for any lawful purpose, including analytics, benchmarking, and service improvement. Such data will not identify you or any individual. This right survives termination of your account.

7.4 Credential Security

• You are responsible for the security of any API credentials, tokens, or keys you provide for third-party integrations
• You must not share integration credentials with unauthorized parties
• You must promptly revoke any credentials you believe have been compromised
• BakeOnyx encrypts stored credentials at rest but is not liable for unauthorized access resulting from your credential mismanagement

8. Third-Party Integrations

8.1 General

BakeOnyx allows you to connect third-party services including but not limited to messaging providers, calendar services, and accounting platforms. By connecting a third-party service, you agree to that service's own terms of service and privacy policy. BakeOnyx does not control, endorse, or assume liability for any third-party service.

8.2 Service Availability

Third-party integrations depend on the continued availability and compatibility of external services. BakeOnyx is not responsible for outages, API changes, discontinuation, or data loss caused by third-party services. We may modify or discontinue integration support with reasonable notice.

8.3 Data Handling

Data transmitted to third-party services is subject to their data handling practices. BakeOnyx transmits only the data necessary for the stated integration purpose. You are responsible for understanding what data each integration shares with the third-party service.

8.4 Platform Role

BakeOnyx provides technology infrastructure and tools only. When you use BakeOnyx features to interact with your end consumers (including through online storefronts, wholesale portals, delivery management, loyalty programs, or messaging), you are the operator of those customer-facing services. BakeOnyx does not participate in, control, or assume responsibility for your business operations or end-consumer relationships.

9. Messaging Services

9.1 Your Obligations

If you use messaging features (such as WhatsApp or SMS integration), you are solely responsible for:

• Obtaining prior express consent from recipients before sending messages
• Complying with all applicable messaging and telecommunications laws, including but not limited to the TCPA, CAN-SPAM Act, GDPR, and equivalent local regulations
• Maintaining records of consent and providing opt-out mechanisms to recipients
• Ensuring that message content is not deceptive, fraudulent, or otherwise unlawful

You are the sole sender and originator of all messages transmitted through the Service. BakeOnyx acts solely as a technology provider and is not the sender, initiator, or originator of any message. You select the recipients, determine the content, and initiate the transmission of each message.

9.2 Platform Role

BakeOnyx provides messaging tools as a technology platform only. We do not review, approve, or control the content of messages you send through the Service. BakeOnyx does not select recipients, determine message content, or initiate the sending of any message. We may suspend or terminate your access to messaging features if we reasonably believe you are violating these Terms or applicable law. Rate limits apply to all messaging features.

9.3 Disclaimer

BakeOnyx does not guarantee message delivery, delivery timing, or read receipt accuracy. Message delivery depends on third-party providers and recipient conditions beyond our control. We are not liable for any claims, damages, or penalties arising from your use of messaging features, including but not limited to TCPA violations, GDPR claims, or other telecommunications law violations.

10. AI Features Disclaimer

Our Service includes AI-powered features such as predictions, recommendations, and insights. By using these features, you acknowledge and agree that:

• AI outputs are suggestions only. They are provided for informational purposes and should not be relied upon as the sole basis for business decisions.
• AI is not professional advice. Our AI features do not constitute financial, legal, accounting, or professional business advice.
• You are solely responsible for your business decisions. Any actions you take based on AI outputs are at your own risk.
• AI accuracy is not guaranteed. Predictions and recommendations are based on available data and algorithms that have inherent limitations.
• Historical data does not guarantee future results. Past patterns may not accurately predict future outcomes.
• Verify before acting. You should independently verify AI recommendations before making significant business decisions.
• Consult professionals. For important financial, legal, or business matters, you should consult qualified professionals.

WE DISCLAIM ALL LIABILITY FOR ANY LOSSES, DAMAGES, OR ADVERSE OUTCOMES RESULTING FROM YOUR RELIANCE ON AI FEATURES.

Food Safety & Health Disclaimer

BakeOnyx provides tools for tracking recipes, ingredients, allergens, and dietary requirements as an organizational aid only. The Service is not a food safety compliance system and does not replace professional food safety procedures, certified allergen management programs, or regulatory compliance processes. You are solely responsible for:

• Verifying the accuracy of all allergen, ingredient, and nutritional information
• Complying with all applicable food safety laws and regulations
• Ensuring proper labeling and consumer disclosures
• Maintaining independent food safety and allergen management procedures

WE DISCLAIM ALL LIABILITY FOR ALLERGIC REACTIONS, ILLNESS, INJURY, OR DEATH ARISING FROM RELIANCE ON ALLERGEN, INGREDIENT, DIETARY, OR NUTRITIONAL DATA STORED IN OR PROVIDED BY THE SERVICE.

11. Service Availability

The Service is provided "as is" and "as available." While we strive for high availability, we do not guarantee uninterrupted access.

• Scheduled maintenance may occur during low-usage hours
• Emergency maintenance may occur without notice
• Third-party service outages may affect availability
• Third-party integration functionality may be affected by external service changes outside our control

Force Majeure

We are not liable for failures or delays caused by circumstances beyond our reasonable control, including natural disasters, war, government actions, internet outages, utility failures, or pandemic conditions.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT BAKEONYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY:

• We are not liable for any indirect, incidental, special, consequential, or punitive damages
• We are not liable for lost profits, lost revenue, lost data, or business interruption
• We are not liable for the cost of procuring substitute services
• We are not liable for any damages arising from your use of or inability to use the Service
• We are not liable for damages arising from your use of third-party integrations connected through the Service
• We are not liable for claims from your customers, employees, or partners arising from your use of messaging, storefront, wholesale portal, delivery, or scheduling features
• We are not liable for any claims, damages, or penalties brought by end consumers who interact with your bakery through storefronts, wholesale portals, or other customer-facing features hosted on the Service
• We are not liable for any claims, damages, fines, or penalties arising from messages you send through the Service, including but not limited to claims under the TCPA, GDPR, or equivalent telecommunications or privacy laws
• We are not liable for any losses, damages, or adverse outcomes resulting from your reliance on AI-powered features, including but not limited to predictions, recommendations, automated actions, and agent-initiated operations

LIABILITY CAP: Our total liability for any claims arising from these Terms or your use of the Service shall not exceed the total fees you paid to us in the twelve (12) months preceding the claim.

Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

We specifically disclaim all implied warranties, including but not limited to:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy or reliability of data
• Uninterrupted or error-free operation
• Security of your data
• Results obtainable from use of the Service
• Compliance with any specific laws, regulations, or industry standards applicable to your business, jurisdiction, or industry (including but not limited to food safety, health, tax, labor, and data protection laws)
• Suitability of the Service as a sole compliance tool for any regulated activity

You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations in your jurisdiction. The Service is not a substitute for professional legal, tax, food safety, or regulatory compliance advice.

14. Indemnification

You agree to indemnify, defend, and hold harmless BakeOnyx and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your violation of these Terms
• Your content or data uploaded to the Service
• Your use of the Service
• Any third-party claims related to your business operations
• Your violation of applicable laws or regulations
• Claims from your customers or business partners
• Your use of messaging features, including claims arising from unsolicited messages or messaging law violations
• Claims from employees related to scheduling, wage, or employment data
• Claims from end consumers related to your online store, wholesale portal, or loyalty program
• Your failure to maintain adequate privacy policies or obtain necessary consents
• Outcomes of AI-powered features, automated actions, or agent-initiated operations that you have enabled or approved, including any downstream effects on your business data or operations
• Food safety incidents, allergic reactions, or health-related claims arising from data stored in or provided through the Service

Indemnification Procedure

You must promptly notify us in writing of any claim for which indemnification may be sought. We may, at our option, assume exclusive control of the defense and settlement of any such claim. You agree to cooperate with us in the defense of any claim at your expense. You may not settle any indemnifiable claim without our prior written consent.

Your indemnification obligations under this section survive termination of your account and these Terms for any claims arising from events that occurred during the term of your use of the Service.

15. Termination

Termination by You

• You may cancel your subscription at any time through account settings
• Annual subscriptions: Cancellation takes effect at the end of the current term
• Monthly subscriptions: Cancellation takes effect at the end of the current month

Termination by Us

• We may terminate immediately for material breach of these Terms
• We may terminate with 30 days' notice for convenience
• No refund will be provided for termination due to your breach

Effect of Termination

• Your license to use the Service ends immediately
• You may access and export your data for 30 days
• After 30 days, your data will be permanently deleted
• The following sections survive termination: Sections 6 (Intellectual Property), 7 (User Data & Content), 10 (AI Features Disclaimer), 12 (Limitation of Liability), 13 (Disclaimer of Warranties), 14 (Indemnification), 16 (Dispute Resolution), and 17 (Miscellaneous)

16. Dispute Resolution

Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

Arbitration

Any dispute arising from these Terms or your use of the Service shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration may be conducted remotely or in Delaware.

Class Action Waiver

YOU AGREE THAT ANY CLAIMS WILL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

Exceptions

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

17. Miscellaneous

• Entire Agreement: These Terms constitute the entire agreement between you and BakeOnyx regarding the Service.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• No Waiver: Our failure to enforce any right does not waive that right.
• Assignment: We may assign these Terms. You may not assign without our written consent.
• Notices: We may send notices via email or in-app notification.
• Headings: Section headings are for convenience only and do not affect interpretation.
• No Third-Party Beneficiaries: These Terms are between you and BakeOnyx only. No end consumer, employee, contractor, or other third party is an intended beneficiary of these Terms and no third party has any right to enforce any provision of these Terms.
• Limitation Period: Any claim arising from or related to these Terms or your use of the Service must be commenced within one (1) year after the cause of action accrues. Claims brought after this period are permanently barred.
• Electronic Communications Consent: By using the Service, you consent to receive communications from us electronically, including via email and in-app notifications. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
• Export Compliance: You agree not to export or re-export the Service or any related technical data in violation of applicable export control laws, including United States export regulations.

18. Contact Information

For questions about these Terms, please contact us:

• Legal inquiries: legal@bakeonyx.ai
• General support: support@bakeonyx.ai