Creator Terms of Service

Last updated: January 26, 2026

The following terms of service, together with Creator Agreement (defined below), any supplemental terms and addenda hereto (collectively, the “Terms of Service”) forms an agreement between 16445039 Canada Inc. (d.b.a. Onix) (“Onix”, “us”, “we”, “our”) and you or the entity you represent (“Creator”, “you” or “your”). It governs your access to and use of the Onix creator program through which you share your expertise and earn money through our platform, including at https://onixai.ai/ (the “Onix Platform”). The Onix Platform and:

  1. any text, pictures, media, data, information and other materials or content excluding Output and any Expert (collectively, the “Content”) contained on or provided through (a); and
  2. all other Content, products or services provided by us to you through the Onix Platform (collectively, the “Onix Solution”).

These Terms of Service complements the creator agreement agreed to in writing between you and Onix (“Creator Agreement”). Capitalized terms used herein and not otherwise defined have the meaning set in the Creator Agreement.

BY CLICKING ON THE “ACCEPT” OR “YES” BUTTON IN RESPONSE TO THE ENQUIRY AS TO ACCEPTANCE OF THESE TERMS OF SERVICE, OR BY USING THE ONIX PLATFORM:

  • REPRESENT AND WARRANT THAT:
    • YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION;
    • YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS;
    • ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE ONIX PLATFORM IS TRUE, ACCURATE, CURRENT AND COMPLETE; AND
    • IF YOU ARE USING THE ONIX PLATFORM ON BEHALF OF ANOTHER PERSON, YOU HAVE THE AUTHORITY TO BIND SUCH A PERSON TO THESE TERMS OF SERVICE.
  • AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE AND PRIVACY POLICY AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE ONIX PLATFORM.

1. Changes to these Terms of Service

(a) Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Service at any time. When we change these Terms of Service, we will: (i) place a notice on the Onix Platform and may send you an email or notify you by some other means as required by applicable law; (ii) post a new version to the Onix Platform; and (iii) update the “Last Updated” date at the top of these Terms of Service. We may require you to consent to these updated Terms of Service in a specified manner before permitting further use of the Onix Platform. If you do not agree to any changes after receiving a notice of such changes, you may terminate your use of the Onix Platform and this Agreement in accordance with Section 12 of these Terms of Service. Your continued access to or use of Onix Platform after any changes to these Terms of Service indicates your acceptance of such changes.

2. Contact

If you have any questions or comments regarding these Terms of Service, please contact us at legal@onixai.ai.

3. Access and Use of the Onix Platform

(a) Conditions of Access. To access and use the Onix Platform, your access must be authenticated by such means as Onix may require from time to time.

(b) Confidentiality. You understand and agree that you will not provide any other person with access to the Onix Platform or portions of it using your credentials or other security information. You agree to notify us immediately of any unauthorized access to or use of your confirmation code or any other breach of security. You are responsible for any misuse or any unauthorized access. We reserve the right at any time and from time to time, to suspend, or deactivate your access to the Onix Solution if we determine it has been used for an unauthorized purpose.

(c) Provision of Access. Subject to your compliance with the terms and conditions of these Terms of Service, Onix hereby grants you a revocable, limited, non-exclusive, non-transferrable (except as permitted in Section 14(e)), non-sublicensable right to access and use the Onix Platform during the Term solely for use in accordance with the terms and conditions therein. Such is use is limited to the upload on the Onix Platform of any Content (as defined in the Creator Agreement) for the creation and further update (if applicable) of your Expert.

(d) Evolving Nature of the Onix Solution Features. You acknowledge, agree and understand that Onix will continue to develop and release new platform capabilities, features, and enhancements as part of the ongoing evolution of the Onix Solution. You understand and agree that we may make available to you a beta, trial or evaluation use of the Onix Solution, including services, software, or features that may not yet be generally available, including pre-release or beta versions of the foregoing which may not operate correctly (collectively, “Trials”). Trials may include partial features or functionality of the Onix Solution. You may access and use Trials solely for the purpose of evaluating and testing the Onix Solution and related features. Onix may terminate your access to and use of any Trial at any time. Onix may make an update to, fix, or patch the Onix Solution at any time without notice. Onix makes no warranty, representation, or guarantee with respect to the availability, maintenance, correction, or other support of such Onix Solution, including for clarity the Onix Solution. Except for paid Trials and otherwise agreed to in the Creator Agreement: (i) without limiting the disclaimer in Section 9 (Warranty and Disclaimer), Trials are provided “as is” without support, indemnification, or warranty of any kind, whether express, implied, statutory, or otherwise, and (ii) notwithstanding Section 10 (Limitation of Liability) or any other provision of this Agreement, Onix’s maximum aggregate liability under any Trial shall be capped at one (1) hundred United States dollars ($100 US).

(e) Suspension of Access; Scheduled Downtime; Modifications. Onix may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under these Terms of Service:

  1. suspend your access to or use of the Onix Solution or any component of it:
    • for scheduled maintenance;
    • due to a force majeure event;
    • if Onix believes in good faith that you have violated any provision of these Terms of Service;
    • to address any emergency security concerns;
    • if required to do so by a governmental or regulatory authority or as a result of a change in applicable laws; or
    • for any other reason as provided in these Terms of Service; and
  2. make any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (“Modifications” or “Modify”) to the Onix Solution. Creator accepts all patches, bug fixes and updates made by or on behalf of Onix to the Onix Solution.

Onix will give notice of suspension under this Section 3(e)(i) if permitted by applicable laws, provided, however, that you acknowledge and agree that it may not be feasible for Onix to provide written notice prior to suspending the Onix Solution in order to address emergency security concerns, in which case, Onix will provide notice as soon as reasonably possible after such suspension. Onix will reinstate your access to the Onix Solution only if Onix resolves the underlying issue.

(f) Subcontracting. Onix may engage third parties to assist it in providing the Onix Solution or any part thereof, without your consent and without notice to you.

4. Restrictions on Use

You will not yourself and will not permit others to:

  1. breach or violate any applicable community guidelines made available by us and updated by us from time to time (“Community Guidelines”);
  2. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Onix Solution (e.g., a denial of service attack);
  3. attempt to gain unauthorized access to the Onix Solution, or bypass any measures we may use to prevent or restrict access to the Onix Solution;
  4. use the Onix Solution to transmit, generate, produce or process any Content, and Expert that:
    • contains any computer virus, time lock, clock, back door, disabling device or other code, routine or instruction which tends to destroy, corrupt or disable software, data or systems or allow unauthorized access;
    • you do not have the lawful right to create, transmit or process;
    • violates any applicable law, or infringes, violates or otherwise misappropriates the intellectual property rights or other rights of any third party;
    • gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case;
    • excluding Outputs and subject to the Creator Agreement (and Community Guidelines), is defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, such determination to be made in Onix’s sole discretion;
    • is harmful to minors in any way or targeted at minors;
    • violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or
    • includes Sensitive Personal Information. “Sensitive Personal Information” means personal information that, in the circumstances, attracts a heightened expectation of privacy or enhanced protections under applicable privacy laws, including health information, financial information (such as bank or payment card numbers), government-issued identifiers, biometric identifiers, precise geolocation, information relating to children under the age of 13, and any other information that applicable law treats as sensitive in context.
  5. involve harvesting or otherwise collecting or storing any information (including personal information) about other users of the Onix Solution or any other Onix Property;
  6. create adaptations, translations or derivative works based on the Onix Solution, in whole or in part, decompile, disassemble, reverse engineer; reconstruct or otherwise copy, reproduce or inquire about the structure and components of the Onix Solution or any other Onix Property (defined below);
  7. provide, disclose in detail or otherwise make the Onix Solution available to third parties by any means without the prior written consent of Onix;
  8. sub-license, sell, rent, lend, lease or distribute the Onix Property (defined below) or any intellectual property rights therein;
  9. use the Onix Solution or Output to train any AI or machine learning algorithms or software;
  10. remove or obscure any proprietary notices or labels on the Onix Solution or other Onix Property including brand, copyright, trademark and patent or patent pending notices; or
  11. perform any vulnerability, penetration or similar testing of the Onix Solution.

5. Content; Ownership

(a) Creator Content. You retain all right, title, and interest, including intellectual property rights, in and to Content and we have a right and license to use your Content as provided in the Creator Agreement and as permitted in these Terms of Service, including generating and making available your Expert for publication, display, use and interactions with users of the Onix’s websites and applications (the “Onix App”). When you share your Content, you give us a worldwide non-exclusive, non-transferable (except as expressly permitted herein, the Creator Agreement and Privacy Policy), non-sublicensable (expect as expressly permitted herein) royalty-free, irrevocable (except as otherwise set forth in these Terms of Service and the Creator Agreement), and fully paid-up license and right during the term to collect, use, Modify, retrieve, disclose, retain, store, delete or manage Content to: (i) with the exception of your personal information (except as otherwise set forth in the Privacy Policy), develop and improve the Onix Solution and other Onix Property and new offerings; and (ii) produce or generate Usage Data and Anonymous Data. Onix may collect, use, modify, retrieve, disclose, retain, store, delete or manage the Anonymous Data and Usage Data for any purpose and without restriction or obligation to you of any kind. Anonymous Data and Usage Data are not Content.

(b) For the purposes of these Terms of Service:

“Anonymous Data” means data that is non-identifiable as to any individual and otherwise does not constitute “personal information” under applicable law; and

“Usage Data” means information and other data that is collected or generated by Onix related to how individual users interact with the Onix Solution, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior. Usage Data does not include any of your or any user of the Onix App’s personal information.

(c) Onix Ownership. Onix or its licensors retain all right, title and interest, including any intellectual property rights in and to:

  1. the Onix Solution and Onix App;
  2. any Expert generated using the Onix Solution (excluding the Content and subject to termination requirements set forth in these Terms of Service and the Creator Agreement);
  3. Anonymous Data;
  4. Usage Data;
  5. all other Onix’s confidential information including Feedback, any reports or deliverables generated from the Onix Solution; and
  6. any Modifications of the foregoing (i) to (iv),

(collectively, “Onix Property”).

The Onix name, and all related names, logos, product and service names, designs, images and slogans are our marks or our affiliates’ or licensors’ marks. You must not use such marks without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the Onix Solution, are the marks of their respective owners. Use of any such property, except as expressly authorized, will constitute an infringement or violation of the rights of the property owner and may be a violation of applicable laws and could subject the infringer to legal action.

All rights not expressly granted by Onix to you under these Terms of Service are reserved.

(d) Feedback. During the Term, you will provide verbal or written performance evaluations about the Onix Solution to Onix and its personnel (collectively, “Responses”). Test results, Responses and all inventions, improvements, Modifications, derivations or developments related to the Onix Solution conceived or made by Onix during or subsequent to these Terms of Service, including those product improvements, Modifications, derivations or developments that may be based partly or wholly on feedback, suggestions or recommended improvements from you (collectively “Feedback”) will be the exclusive property of Onix and its licensors and will be Onix’s confidential information, and Onix and its licensors will have exclusive rights to all patents, copyrights, property rights, title and interest in such improvements, Modifications, derivations or developments related to the Onix Solution.

(e) You hereby irrevocably and in perpetuity hereby assigns, and agrees to promptly cause to be assigned, all right, title and interest, including all intellectual property rights, in and to such Feedback, and will promptly waive and will promptly cause all authors to waive in favour of Onix and its successors, assigns and licensees, all moral rights therein. You represent and warrant to Onix that it has obtained sufficient written assignments of all Feedback to comply with the foregoing sentence. You will not earn or acquire any rights or licenses in the Onix Solution or in any Onix Property on account of this Agreement or your performance under this Agreement, even if Onix incorporates any Feedback into the Onix Solution. Onix will be entitled to distribute, publish and otherwise use Feedback as it determines, in its sole discretion.

6. Privacy

(a) Privacy Policy. Onix’s Privacy Policy located at https://onixai.ai/privacy as may be updated by Onix from time to time describes the manner in which we collect, use and disclose your personal information.

(b) Your Responsibility. As between you and Onix, you are solely responsible for the quality, accuracy, lawfulness and completeness of your Content and for the risks of the transmission of any Content through the internet.

7. Access Fees and Payment

(a) Fees. You will receive from Onix a revenue share based on the number of paid user subscriptions to your Expert on the Onix App, as determined in the Creator Agreement (the “Revenue Share”). The applicable Revenue Share rates and methodology for calculating payouts are set out in the Creator Agreement. All payments will be made in U.S. dollars. Any suspension or termination of your participation under the Creator Agreement will not excuse or affect Onix’s rights to net or offset amounts as permitted herein.

(b) Changes to the Revenue Share. Except as restricted by applicable laws and except as otherwise set forth in the Creator Agreement, Onix reserves the right to modify the Revenue Share structure, tiers, thresholds, or calculation methodology on notice to you.

(c) Taxes. You are solely responsible for determining and fulfilling your tax obligations arising from payments received under the Creator Agreement, including income, self-employment, sales, use, or similar taxes, as applicable. Onix may withhold or collect taxes from your payments as required by applicable law and will remit any amounts so withheld to the appropriate taxing authorities. You agree to provide any tax forms, certifications, or documentation reasonably requested to satisfy applicable tax compliance obligations.

(d) Payment Method and Processor. You must select and maintain a valid payment method and provide accurate, complete, and current payout information. Onix may use one or more third-party payment processors (each, a “Payment Processor”) to facilitate payments. Payments are subject to the terms, conditions, and privacy policies of the applicable Payment Processor in addition to these terms. Onix is not responsible for any error by, or other acts or omissions of, any Payment Processor. By providing payout information, you authorize Onix and any Payment Processor to remit payments to you and to make adjustments, offsets, and corrections, including reversing amounts where a payment was made or calculated in error or in cases of fraud or chargebacks, as permitted by these terms. You represent and warrant that you have authority to receive payments via the selected method and that all information you provide is accurate and kept up to date.

8. Third-Party Products and Websites

(a) The Onix Solution leverages third party large language models and AI algorithms and platforms (“Third-Party Services”) including to generate the Expert, or any suggested text, information, results, images, and other materials (collectively, the “Outputs”) in response to the Content or the prompts from the users of the Onix’s App. Onix does not make any representations with respect to Third-Party Services or any Outputs provided in connection therewith. Onix is not responsible for Outputs. The Outputs provided by the Onix Solution do not reflect the views, opinions, or recommendations of Onix, our affiliates or our personnel. You acknowledge and agree that certain jurisdictions do not recognize intellectual property ownership in Outputs and as a result Onix makes no representation or warranty that you will have ownership of such Outputs. Because the Expert is generated based on the Content, you acknowledge and agree that you are solely responsible for reviewing and validating the Expert prior to use by the users of the Onix App and on an ongoing basis.

(b) The Onix Solution may include data and software from third parties. Some third-party providers may require Onix to pass additional terms through to you. The third-party providers change their terms occasionally and new third-party providers are added from time to time. We may provide links to such third-party providers terms to you from time to time. You agree to comply with all applicable third-party terms therein. We cannot guarantee the continued availability of such third party products, data, services or features and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a third-party providers ceases to make the third-party providers’ products, data, features or services available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Onix. Onix is not responsible for any disclosure, Modification or deletion of Content resulting from access by such third-party providers’ products, data, features or services or its third-party providers.

9. Warranty; Disclaimer

(a) Your Warranty. You represent, warrant, and covenant to Onix that you: (i) have obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise have and will continue to have all necessary authority in and relating to the Content for Onix to perform its obligations and exercise its rights under these Terms of Service without infringing, misappropriating or otherwise violating any intellectual property rights or other rights of any third party. You will inform Onix immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon; and (ii) are not named on any Canadian, U.S., or other list of persons or entities prohibited from receiving Canadian or U.S. exports, or from transacting with any Canadian; or U.S. entity and it is not a national of, or a company registered in, any jurisdiction in which the provision of the provision of the other party’s goods or services is prohibited under Canadian, U.S., or other applicable laws.

(b) DISCLAIMER.

THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

ONIX DOES NOT WARRANT THAT THE ONIX SOLUTION, OUTPUTS OR EXPERT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS, INCLUDING THE AI EXPERT, THAT MAY BE OBTAINED FROM USE OF THE ONIX SOLUTION, OUTPUTS OR EXPERT EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE ONIX SOLUTION, OUTPUTS OR EXPERT (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ONIX TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY PRODUCT IS STRICTLY BETWEEN YOU AND THE THIRD PARTY PRODUCT PROVIDER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ONIX HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, ONIX EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION, INCLUDING OUTPUTS AND THE EXPERT, PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE ONIX SOLUTION (OR ANY PART OF IT), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. YOU AGREE THAT YOU USE THE ONIX SOLUTION, OUTPUTS AND EXPERT AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF THE ONIX SOLUTION AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE ONIX SOLUTION OR EXPERT. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, USE OF ANY OF ONIX PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CREATOR SHALL EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT AND CONTENT. DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, EXPERT, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE ONIX SOLUTION OR ANY OTHER OF ONIX PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CREATOR OR A THIRD PARTY. OTHER CREATORS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED CREATOR DATA.

IF YOU ARE A CONSUMER RESIDING IN QUEBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.

10. Limitation of Liability

(a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ONIX IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE REVENUE SHARE PAYABLE TO YOU IN THE THREE (3) MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL ONIX’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES (EXCLUDING CREATORS) AND SERVICE PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH ONIX, THE “ONIX PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; (VI) PERSONAL OR PROPERTY DAMAGE; OR (VII) OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE ONIX SOLUTION OR THE INABILITY TO MAKE USE OF THE ONIX SOLUTION, OR THESE TERMS OF SERVICE.

11. Indemnification

(a) You will defend, indemnify and hold harmless the Onix Parties from and against any third party claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with: (i) your use of the Onix Solution (except to the extent prohibited by law); (ii) your breach of any provision of these Terms of Service or any documents referenced herein; (iii) your violation of any law or the rights of a third party (including intellectual property rights); (iv) the Content; (v) Outputs; (vi) Expert (including access and use of Outputs or Expert by third parties including other users); and (vii) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Onix Solution. The foregoing obligation in Section 11(a)(v) with respect to Outputs, does not apply to any claims or losses arising out of or relating to any Onix’s indemnity for Outputs, if and to the extent such indemnity is agreed to by Onix in the Creator Agreement.

(b) Onix reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this Section will survive any termination of the Terms of Service or your access to the Onix Solution.

12. Term and Termination

(a) Term. These Terms of Service will commence the earlier of: (i) the day you first access the Onix Solution, or any part thereof, or (ii) the date of your acceptance of these Terms of Service; and will remain in effect, unless such access is earlier terminated by either party in accordance with the provisions of these Terms of Service and the Creator Agreement (the “Term”).

(b) Termination by Onix or You. Either you or Onix can terminate these Terms of Service at any time for any reason. Just notify us through the Onix Platform or email. Pending payments will be processed per our normal schedule. Upon notice of termination, we will immediately (a) cease accepting new subscribers, (b) will remove your Content, and (c) will cease all use of your likeness, name, and biographical information, including without limitation, in our public-facing interfaces, marketing materials, and promotional content. and you and us will comply with our obligations in the Creator Agreement.

(c) Suspension by Onix. Onix reserves the right to suspend or terminate your participation as an expert on the Onix Platform or remove any Content for violation of the Creator Agreement, these Terms of Service, or Community Guidelines, with or without prior notice.

(d) Effect of Termination. Upon termination of these Terms of Service, your right to use the Onix Solution will cease immediately and you and us will comply with our obligations in the Creator Agreement.

(e) Waiver. Except as restricted by applicable laws, the parties hereby waive the application of sections 2125, 2126 and 2129 of the Code civil du Quebec regarding termination rights and indemnity.

13. Survival

The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Sections 4 (Restrictions on Use), 5 (Content; Ownership), 9 (Warranty; Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 13 (Survival), and 14 (General Provisions).

14. General Provisions

(a) Governing Law. Except as restricted by applicable laws or if you are a consumer residing in Quebec, these Terms of Service will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. If you are a consumer residing in Quebec, these Terms of Service will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. Except as restricted by applicable laws or if you are a consumer residing in Quebec, any action or proceeding arising out of or relating to the Onix Solution and under these Terms of Service will be initiated in Toronto, Ontario, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. Notwithstanding the foregoing, this choice of jurisdiction does not prevent us from seeking remedies with respect to a violation of intellectual property rights in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service.

(b) Entire Agreement. These Terms of Service and all documents incorporated by reference herein (including the Creator Agreement and Community Guidelines) constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Onix Solution, and any services offered by Onix. In the event of any conflict between the Creator Agreement and these Terms of Service, these Terms of Service will control except with respect to matters specifically addressed in the Creator Agreement, specifically with respect to Creator-specific rights, obligations, economics, intellectual property, name and likeness, indemnity and termination provisions. In the event of any conflict between the Community Guidelines and these Terms of Service, these Terms of Service will control. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of us in these Terms of Service, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.

(c) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(d) Severability. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.

(e) Assignment. You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. These Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.