Terms of Use

These Terms of Use ("Terms") govern your access to and use of the websites operated by Resonix Labs (Canada) Inc. ("Resonix", "we"), including resonix.tech, resonixlabs.io, and related Resonix Labs sites, the investor site, and the investor data room (the "Site"). By accessing the Site you agree to these Terms, our Privacy Policy (01), Cookie Policy (07), and Acceptable Use Policy (06). If you do not agree, do not use the Site.

Commercial products and the data room are also subject to the Terms of Service (02) and applicable license agreements (04, 05).

Order of precedence. If these Terms conflict with the Terms of Service (02) or an applicable license agreement (04/05) for your use of a product or the data room, those documents control to the extent of the conflict; these Terms otherwise govern your use of the Site.

1. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction, if older) and have authority to accept these Terms. The Site is intended for businesses, investors, and professional users, and is not directed to children.

2. Accounts & data room access

2.1 Some areas (e.g., the investor data room, portfolio) require an account and are granted at our discretion and on a tiered basis.

2.2 You are responsible for: providing accurate information; safeguarding your credentials; and all activity under your account. Notify us immediately of any unauthorized use. We may suspend or revoke access at any time, including for breach of these Terms or the Acceptable Use Policy.

2.3 Confidential content. Materials in the data room are confidential and provided for your evaluation only. You may not copy, screenshot for distribution, republish, or share them except as expressly permitted. Access is logged and audited. Nothing in the data room is investment, legal, financial, or tax advice, an offer, or a solicitation; forward-looking statements are subject to risk and uncertainty.

3. Acceptable use

You agree to the Acceptable Use Policy (06), including not attempting to breach security, scrape or harvest data, reverse engineer the Site, circumvent access tiers, or use the Site unlawfully.

4. Intellectual property

4.1 The Site and its content (text, graphics, logos, software, and the names Resonix™, SolvSRK™, SolvScout™, SolvTune™, and SolvBench™, and related marks) are owned by Resonix or its licensors and protected by IP laws. 4.2 We grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for your internal business evaluation and information purposes (including evaluating Resonix products and the investment opportunity), or as otherwise permitted for authorized customers/investors. All other rights are reserved. You may not use our marks without prior written permission.

5. Third-party links

The Site may link to third-party sites/resources we do not control. We are not responsible for their content or practices; access them at your own risk.

6. Disclaimers

6.1 THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, express or implied, including accuracy, availability, non-infringement, merchantability, or fitness for a particular purpose.

6.2 Technical/benchmark information on the Site (including solver performance claims) is provided for general information, may be based on specific test conditions, and may not reflect your results. Independent verification is your responsibility.

7. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RESONIX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS/DATA, ARISING FROM YOUR USE OF (OR INABILITY TO USE) THE SITE. OUR TOTAL LIABILITY RELATING TO THE SITE WILL NOT EXCEED CAD $100. This limit applies to your use of the Site; liability for paid Services and licensed products is governed by the Terms of Service (02) and the applicable license (04/05), not by this section. Some jurisdictions do not allow certain exclusions; some protections may not apply to you, and statutory consumer rights are unaffected.

8. Indemnity

You agree to indemnify and hold harmless Resonix from claims, damages, and expenses (including reasonable legal fees) arising from your misuse of the Site or breach of these Terms.

9. Changes & termination

We may modify the Site or these Terms at any time; for anonymous visitors, changes take effect when posted (with the updated date) and continued use means acceptance. For account holders, we will give email notice of material changes at least 30 days in advance before they take effect for your account, except where a shorter period is required for legal or security reasons. We may suspend or terminate access at any time.

10. Governing law & disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. You submit to the exclusive jurisdiction of the courts located in Toronto, Ontario (matching the venue in the Terms of Service (02)).

11. General

11.1 Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the rest remains in effect.

11.2 Waiver. Our failure to enforce a provision is not a waiver of it.

11.3 Entire agreement. These Terms, together with the policies and agreements they reference (01, 02, 04–07), are the entire agreement between you and Resonix regarding the Site and supersede prior understandings on that subject.

11.4 Assignment. You may not assign these Terms; we may assign them to an affiliate or successor.

12. Quebec residents / French language

13. Contact

Resonix Labs (Canada) Inc. — hello@resonixlabs.io.