Terms of Service

These Terms of Service ("Terms") govern the commercial relationship between Resonix Labs (Canada) Inc. ("Resonix", "we") and a customer ("Customer", "you") who purchases, licenses, or is granted access to Resonix products and services, including the SolvSRK software, the investor data room, and related support (collectively, the "Services"). Use of our public websites is governed by the Terms of Use (03); downloadable software is also governed by its applicable license (04 for SolvSRK, 05 for the free tools).

By executing an order, accepting access, or using the Services, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you are authorized to bind it.

1. Definitions

"Order" means an order form, quote, or written agreement referencing these Terms. "Documentation" means Resonix's user/technical docs. "Software" means Resonix software provided under an Order, governed by its license (04/05). "Confidential Information" is defined in §8.

2. Orders, products & services

2.1 Resonix will provide the products/services described in the applicable Order and Documentation. Order-specific terms (scope, tier, quantities, fees, term) control over conflicting general terms.

2.2 Software licensing. Software is licensed, not sold, under the applicable license agreement (SolvSRK: Document 04; SolvScout/SolvTune: Document 05), which is incorporated by reference.

2.3 Data room access. Access to the investor data room is granted at Resonix's discretion, is personal to the authorized user, tier-restricted, and revocable. Information made available there is confidential (see §8) and provided for evaluation only; it is not investment advice, an offer, or a solicitation, and may contain forward-looking statements that are uncertain.

3. Fees & payment

3.1 Fees are stated in the Order. Unless stated otherwise, fees are in Canadian dollars (CAD), exclusive of taxes, and payable within 30 days of invoice. 3.2 Late amounts may accrue interest at 1.5% per month (19.56% per annum) from the due date until paid, or the maximum rate permitted by law if lower, and you are responsible for applicable taxes (excluding taxes on Resonix's net income). 3.3 Fees are non-refundable except as expressly stated in an Order or required by law.

4. Term & termination

4.1 These Terms apply for the term stated in the Order. Either party may terminate for the other's material breach not cured within 30 days of written notice, or immediately if the other becomes insolvent.

4.2 On termination: access rights cease; you stop using and (if requested) destroy the affected Software and Confidential Information; accrued fees remain payable. Sections intended to survive (IP, confidentiality, warranties disclaimers, liability limits, governing law) survive.

4.3 Effect on deployed embedded binaries. Termination's effect on already-deployed embedded SolvSRK binaries is governed by Document 04 and the Order.

5. Customer responsibilities

You will: (a) use the Services lawfully and per the Acceptable Use Policy (06); (b) keep credentials and license keys secure and confidential; (c) not exceed licensed scope; (d) comply with the Export Control & Compliance Policy (09) and all applicable export, sanctions, and anti-corruption laws; and (e) be responsible for your personnel's compliance.

6. Intellectual property

6.1 Resonix and its licensors retain all right, title, and interest in the Services, Software, Documentation, and all related IP. No rights are granted except the limited license expressly stated in the applicable license agreement.

6.2 Feedback. If you give feedback or suggestions, you grant Resonix a perpetual, irrevocable, royalty-free license to use it without restriction.

6.3 Third-party components. The Software may include third-party components (e.g., SUNDIALS, BSD-3-Clause) under their own licenses; applicable notices are provided with the Software.

7. Warranties & disclaimers

7.1 Each party warrants it has authority to enter these Terms.

7.2 EXCEPT AS EXPRESSLY STATED IN AN ORDER, THE SERVICES, SOFTWARE, AND DATA ROOM CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted/error-free operation.

7.3 Safety-critical / high-risk use. The Software is numerical computation software. It is not certified for, and Resonix does not warrant it for, any use where failure could lead to death, personal injury, or severe physical/environmental damage, unless expressly agreed in a signed Order with specific terms. The Customer is solely responsible for independent verification, validation, and certification for its intended use.

8. Confidentiality

8.1 "Confidential Information" means non-public information disclosed by one party that is marked or reasonably understood to be confidential, including Resonix Software internals, benchmarks, the data room contents, and pricing.

8.2 The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel/ advisors with a need to know who are bound by confidentiality. Exclusions: information that is public (not via breach), independently developed, or rightfully received from a third party. Disclosure compelled by law is permitted with notice where lawful.

9. Limitation of liability

9.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/DATA/GOODWILL, even if advised of the possibility.

9.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. 9.3 Carve-outs from the cap and exclusions. The limitations in §9.1 and §9.2 do not apply to: (a) a party's breach of confidentiality (§8); (b) your breach of the license scope (04/05) or of export/sanctions laws (§5, Document 09); (c) your payment obligations; (d) either party's indemnification obligations under §10; (e) a party's gross negligence, willful misconduct, or fraud; and (f) liability that cannot be limited or excluded under applicable law.

10. Indemnification

10.1 By Resonix (IP infringement). Resonix will defend Customer against a third-party claim alleging that the unmodified Software, used within the licensed scope, infringes that third party's patent, copyright, or trade secret, and will indemnify Customer for damages and reasonable costs finally awarded (or agreed in settlement) for such claim. If the Software is or may be enjoined, Resonix may, at its option: (i) procure the right for Customer to continue using it; (ii) modify or replace it to be non-infringing while materially equivalent; or, if neither is commercially reasonable, (iii) terminate the affected license and refund the fees paid for it (for embedded/perpetual grants, on a basis to be stated in the Order). Exclusions: Resonix has no obligation for claims arising from (a) Customer's modification of the Software; (b) combination with non-Resonix products where the claim arises from the combination; (c) use outside the licensed scope or after notice to stop; or (d) third-party/open-source components governed by their own licenses (e.g., SUNDIALS). This §10.1 is Resonix's entire liability, and Customer's exclusive remedy, for IP infringement.

10.2 By Customer. Customer will defend and indemnify Resonix against third-party claims arising from Customer's (a) use of the Services in violation of these Terms, the AUP (06), or law; (b) breach of export/sanctions laws; or (c) Customer data or content.

10.3 Procedure. The indemnified party will give prompt written notice, allow the indemnifying party to control the defense (no settlement imposing non-monetary obligations without consent), and reasonably cooperate at the indemnifying party's expense.

11. General

11.1 Governing law & disputes. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Subject to §11.1(b), the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario. 11.2 Entire agreement / order of precedence. These Terms, the Order, and the documents they incorporate are the entire agreement and supersede prior discussions. Order of precedence: (1) the Order; (2) the applicable license (04/05); (3) these Terms; (4) policies (06–09).

11.3 Assignment. You may not assign without Resonix's consent, except to a successor in a merger/asset sale that assumes these Terms (and is not a Resonix competitor or a restricted party). Resonix may assign to an affiliate or successor.

11.4 Force majeure. Neither party is liable for failure or delay (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, epidemic/pandemic, government action, and failures of utilities, networks, or third-party infrastructure. The affected party will use reasonable efforts to mitigate; if the event continues beyond 60 days, either party may terminate the affected Order on notice.

11.5 Notices. Notices must be in writing and are deemed given: (a) on delivery if by hand or courier; (b) on the third business day after mailing by recognized international courier; or (c) when sent by email to the address on the Order (or, for Resonix, legal@resonixlabs.io), with confirmation of transmission, provided that notices of breach, termination, or indemnification sent by email are also sent by courier. Either party may update its notice address on notice.

11.6 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable (or severed if it cannot), and the remaining provisions stay in force.

11.7 Waiver. No waiver is effective unless in writing and signed by the waiving party; no failure or delay in exercising a right waives it.

11.8 Independent contractors. The parties are independent contractors; these Terms create no partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

11.9 Insurance. Each party will maintain commercially reasonable insurance appropriate to its business and obligations under these Terms. Where an Order so requires (e.g., for defense or enterprise engagements), Resonix will maintain the specific coverages and limits stated in that Order and provide certificates on request.

11.10 Data protection. Where Customer's use of the Services involves the processing of personal data by Resonix on Customer's behalf, the Data Processing Addendum (08) applies and is incorporated by reference. (As of the date of these Terms, Resonix operates as a controller for its websites/data room and the Software runs on Customer systems; the DPA governs any future hosted/managed processing — see Document 08.)

11.11 Publicity. Neither party will use the other's name, logos, or marks in publicity without prior written consent, except that Resonix may include Customer's name and logo in a customer list or its website with Customer's prior written consent (which may be given by email by an authorized representative).