Terms of Use

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Onyxa Medical, Inc., a Delaware corporation ("Onyxa Medical," "Company," "we," "us," or "our"), governing your access to and use of the Junera Sales Rep Portal (the "Portal"), including all content, features, tools, and functionality made available through the Portal.

By accessing or using the Portal, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional guidelines, policies, or rules posted on the Portal. If you do not agree to these Terms, you must immediately cease all use of the Portal and notify your Onyxa Medical supervisor.

Onyxa Medical reserves the right to modify these Terms at any time. Continued use of the Portal following any such modification constitutes your acceptance of the revised Terms. We will endeavor to notify authorized users of material changes through the Portal or via email.

The Portal is a restricted-access platform intended exclusively for use by authorized Onyxa Medical sales representatives, employees, contractors, and designated personnel ("Authorized Users"). Access credentials are issued on an individual basis and may not be shared, transferred, or disclosed to any third party.

You are responsible for maintaining the confidentiality of your access credentials and for all activities that occur under your account. You agree to immediately notify Onyxa Medical of any unauthorized use of your account or any other breach of security. Onyxa Medical reserves the right to suspend or terminate access at any time, with or without cause, at its sole discretion.

Access to the Portal does not confer any ownership interest in the Portal or its contents. Your right to use the Portal is a limited, revocable, non-exclusive, non-transferable license granted solely for the purpose of performing your authorized duties on behalf of Onyxa Medical.

3.1 Trademarks

The following are trademarks, service marks, or registered trademarks of Onyxa Medical, Inc. (collectively, the "Onyxa Marks"):

The Onyxa Marks, together with all associated logos, trade dress, product names, slogans, and visual identities displayed on the Portal, are the exclusive property of Onyxa Medical, Inc. You may not use, reproduce, modify, or display any Onyxa Mark without the prior written consent of Onyxa Medical, except as expressly authorized in the course of your employment or engagement with the Company and in accordance with Onyxa Medical's brand guidelines.

All other trademarks, service marks, and trade names appearing on the Portal are the property of their respective owners and are used for identification purposes only. Such use does not imply any affiliation with, endorsement by, or sponsorship by the respective trademark owners.

3.2 Copyrights

All content on the Portal — including but not limited to text, graphics, photographs, images, illustrations, clinical data presentations, training videos, audio recordings, software code, user interface designs, data compilations, sales materials, marketing collateral, battle cards, competitive analyses, ROI models, proposal templates, and all other materials (collectively, "Portal Content") — is the copyrighted property of Onyxa Medical, Inc. or its licensors and is protected by United States and international copyright laws.

The compilation, arrangement, and presentation of all Portal Content is the exclusive property of Onyxa Medical and is protected by U.S. and international copyright laws. No portion of the Portal Content may be reproduced, distributed, republished, downloaded, displayed, posted, transmitted, or used in any form or by any means without the prior written permission of Onyxa Medical, except as expressly authorized for internal Company use.

3.3 Patents and Proprietary Technology

The Junera dual-wavelength subdermal laser platform and its associated technologies, including but not limited to the 980nm and 1470nm wavelength delivery systems, fiber optic delivery mechanisms, thermal monitoring systems, treatment protocols, and software algorithms, may be protected by one or more U.S. and international patents, patent applications, and trade secrets. The Portal may contain information about patented or patent-pending technologies. Nothing on the Portal shall be construed as granting any license or right to use any patent or patent-pending technology of Onyxa Medical.

3.4 Trade Secrets and Confidential Information

The Portal contains trade secrets and confidential business information of Onyxa Medical, including but not limited to:

All Confidential Information is protected under applicable trade secret laws, including the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and applicable state trade secret statutes. Unauthorized disclosure, reproduction, or use of any Confidential Information may result in immediate termination of access, termination of employment or engagement, and civil and criminal liability.

You agree to use the Portal solely for legitimate business purposes in connection with your authorized role at Onyxa Medical. You shall not:

1. Share, distribute, or disclose any Portal Content, Confidential Information, or access credentials to any unauthorized person or entity, including competitors, media, or the general public.
2. Copy, reproduce, download, screenshot, or otherwise capture Portal Content for any purpose other than authorized internal Company use.
3. Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Portal or its underlying technology.
4. Use the Portal or any Portal Content to develop, market, or sell any competing product or service.
5. Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Portal Content.
6. Use any automated means (bots, scrapers, crawlers) to access, collect, or index Portal Content.
7. Transmit any viruses, malware, or other harmful code through the Portal.
8. Use the Portal in any manner that violates applicable federal, state, or local laws or regulations, including FDA regulations governing the promotion and marketing of medical devices.
9. Share competitive intelligence, battle cards, or pricing information in writing with prospects, practices, or any external party without express authorization from Onyxa Medical management.
10. Use AI-generated coaching content, sales scripts, or proposal materials outside the scope of authorized Onyxa Medical sales activities.

The Junera device is cleared by the U.S. Food and Drug Administration under 510(k) clearance K212734 for soft tissue coagulation and ablation. All sales materials, clinical claims, and marketing content on the Portal have been developed in accordance with FDA regulations governing the promotion of Class II medical devices.

You agree to use all Portal Content, including sales scripts, clinical data, and marketing materials, strictly within the scope of Junera's FDA-cleared indications. You shall not make any claims, representations, or statements regarding the Junera device that exceed or differ from the approved labeling and cleared indications. Off-label promotion is strictly prohibited and may expose both you and Onyxa Medical to regulatory enforcement action.

If you become aware of any Portal Content that may contain off-label claims or inaccurate clinical information, you are required to report it immediately to your supervisor or to Onyxa Medical's regulatory affairs team.

The clinical data, study results, and statistical information presented on the Portal are derived from peer-reviewed publications and are provided for informational purposes to support authorized sales activities. While Onyxa Medical endeavors to ensure the accuracy of all clinical information, the Portal Content is provided "as is" and Onyxa Medical makes no warranties regarding the completeness, accuracy, or currency of any clinical data.

Clinical outcomes may vary based on patient selection, operator technique, treatment parameters, and other factors. The clinical results presented on the Portal should not be interpreted as a guarantee of outcomes for any individual patient or practice.

The Portal includes AI-powered features, including but not limited to the Jonas AI Sales Coach, competitive intelligence analysis, and proposal generation tools (collectively, "AI Features"). The AI Features are proprietary tools of Onyxa Medical designed to assist authorized sales representatives in their duties.

Content generated by AI Features is intended as a starting point and should be reviewed for accuracy and regulatory compliance before use in any external communication. Onyxa Medical does not guarantee the accuracy, completeness, or regulatory compliance of AI-generated content. You are responsible for verifying all AI-generated content before sharing it with prospects, practices, or any external party.

Conversations with AI Features may be logged and analyzed to improve the quality and accuracy of the tools. You should not input any personal health information, patient data, or other sensitive information into AI Features.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONYXA MEDICAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PORTAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

IN NO EVENT SHALL ONYXA MEDICAL'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PORTAL EXCEED ONE HUNDRED DOLLARS ($100.00).

You agree to indemnify, defend, and hold harmless Onyxa Medical, its officers, directors, employees, agents, licensors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your violation of these Terms; (b) your unauthorized use or disclosure of Confidential Information; (c) your violation of any applicable law or regulation, including FDA regulations; or (d) any claim that your use of Portal Content infringed or misappropriated the rights of a third party.

Onyxa Medical may terminate or suspend your access to the Portal at any time, with or without cause, with or without notice. Upon termination, all rights granted to you under these Terms shall immediately cease. You must promptly destroy or return all copies of Portal Content in your possession.

The following provisions shall survive termination of these Terms: Sections 3 (Intellectual Property Ownership), 3.4 (Trade Secrets and Confidential Information), 4 (Acceptable Use), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Governing Law).

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Portal shall be resolved exclusively in the state or federal courts located in the State of Delaware, and you consent to the personal jurisdiction of such courts.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

These Terms, together with the Privacy Policy and any applicable employment or contractor agreements, constitute the entire agreement between you and Onyxa Medical with respect to the Portal. These Terms supersede all prior or contemporaneous communications, whether electronic, oral, or written, between you and Onyxa Medical regarding the Portal.

For questions regarding these Terms of Use, intellectual property matters, or to report a potential violation, please contact: