Participant Terms of Use

Last updated: January 26, 2026

The following terms of use, together with any supplemental terms and addenda hereto (collectively the “Terms of Use”) govern your access to and use of:

  1. our website including any content, functionality, offered on or through our domains, including at https://onixai.ai/ (the “Onix Website”);
  2. any mobile device software provided by us to you, including Onix App for iOS (defined below) and Onix App for Android (defined below) (the “Onix App”);
  3. any text, pictures, media, data, information and other materials or content excluding Output (defined below) and any Expert (defined below) (collectively, the “Content”) contained on or provided through (a) and (b); and
  4. all other Content, products or services provided by us to you through the Onix Website or the Onix App (collectively, the “Onix Solution”).

These Terms of Use form an agreement between 16445039 Canada Inc. (d.b.a. Onix) (“Onix”, “us”, “we”, “our”) and you. The term “you”, “your” or “Participant” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Onix Solution (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE ONIX SOLUTION IN ANY WAY, OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, YOU:

  • REPRESENT AND WARRANT THAT:
    • YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION;
    • YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND
    • ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE ONIX SOLUTION IS TRUE, ACCURATE, CURRENT, AND COMPLETE.
  • AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

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

1. Changes to these Terms of Use and the Onix Solution

(a) Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the Onix Website or the Onix App 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 Website or Onix App; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the Onix Solution is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Onix Solution. Otherwise, your continued access to or use of the Onix Solution after any changes to these Terms of Use indicates your acceptance of such changes.

(b) We reserve the right to change the Onix Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the Onix Solution or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns. We will not be liable if, for any reason, all or any part of the Onix Solution is restricted to you, users or unavailable at any time or for any period.

2. Access

(a) To access certain features of the Onix Solution will authenticate your access using such methods as determined by us from time to time and using the available interfaces of the services. You must provide us with true, accurate, current and complete information. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Onix Solution. As part of your access to Onix Solution you will interact with and use an AI profile (each an “Expert”) of a respective creator (each a “Creator”).

(b) You understand and agree that your credentials used to access Onix Solution are personal to you, and you agree not to provide any other person with access to the Onix Solution (or any portion thereof) using your credentials.

(c) You are responsible for all activities that occur under your credentials used to access Onix Solution, including any password misuse or any unauthorized access. You agree to notify us immediately of any unauthorized access to or use of your credentials used to access Onix Solution or any other breach of security.

(d) We reserve the right, at any time, to disable or terminate your access, any identifier, whether chosen by you or provided by us, at our discretion, including for any violation of any provision of these Terms of Use.

3. Evolving Nature of the Onix Solution Features; Electronic Communications

(a) 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 as restricted by applicable law, without limiting the disclaimers in Section 12 (Disclaimer) and without limiting limitation of liability in Section 13 (Limitation of Liability), Trials are provided “as is” without support, indemnification, or warranty of any kind, whether express, implied, statutory, or otherwise.

(b) When you use or view the Onix Solution or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We may communicate with you by e-mail, push notification or by posting notices on the Onix Website or the Onix App. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(c) By creating an account to access the Onix Solution, you acknowledge and agree that Onix will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the Onix Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Onix Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.

(d) You are solely responsible for providing Onix with accurate contact information for the purposes of any electronic communications between us and you, including your email address. Please keep us informed of any changes in your email, or mailing address so that you continue to receive all communications without interruption.

4. Third Party Content or Products

(a) The Onix Solution leverages third party large language models and AI algorithms and platforms (“Third-Party Services”) including to generate suggested text, information, results, images, and other materials (collectively, the “Outputs”) in response to your prompts (“Prompts”). Onix does not make any representations with respect to Third-Party Services, Experts or any Outputs provided in connection therewith. Onix is not responsible for Outputs. The Outputs and Experts provided by or made available (including by Creators or you) on the Onix Solution do not reflect the views, opinions, or recommendations of Onix, our affiliates or our personnel.

(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 Participant Data (defined below) resulting from access by such third-party providers’ products, data, features or services or its third-party providers.

5. Participant Data

You grant to us, our affiliates, service providers, and each of our respective licensees, successors and assigns, an irrevocable (except as otherwise provided herein), worldwide, non-exclusive, royalty-free, perpetual, transferable and sublicensable right and licence to access, collect, store and use any data, content, information, records or files that you load, transmit to or enter into, or that we collect from, the Onix Solution, including your Prompts (collectively, “Participant Data”):

  1. to develop, make available, enhance and maintain the Onix Solution; and
  2. to produce or generate Anonymous Data and Usage Data. Onix may use, store, disclose, transfer, transmit, copy, modify, display and otherwise process the Anonymous Data and Usage Data for any purpose and without restriction or obligation to you of any kind. For clarity, Anonymous Data and Usage Data are not Participant Data. For the purposes of these Terms of Use:
    • “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 Onix, including frequency and duration of usage, specific agents, features or functions accessed, user preferences and patterns of behavior, token counts or similar aggregate measures. Usage Data does not include any of your personal information.

By submitting Participant Data, you declare and warrant that you own or have the necessary rights to submit the Participant Data and have the right to grant this license.

(b) You are solely responsible and legally liable, including to any third party for any Participant Data you submit, transmit, or display through the Onix Solution. You represent and warrant that for the duration of these Terms of Use, you own or have (or will own or have) the necessary rights to the Participant Data you share via the Onix Solution, including messages, media, and any other materials, and that such Participant Data does not violate any law or infringe on the intellectual property rights, privacy rights, or proprietary rights of any third party.

(c) Onix does not own, control, verify, pay for, endorse, or otherwise assume any liability for your Participant Data and, to the extent permitted by laws, Onix cannot be held responsible for your Participant Data. Onix will not be liable for any loss or damage or resulting from the loss or corruption of Participant Data, and you agree not to hold Onix responsible for any such damage or loss.

6. Privacy

(a) The privacy policy, available at https://onixai.ai/privacy as updated by Onix from time to time (“Privacy Policy”), describes the manner in which we collect, use and disclose your personal information.

7. Your Responsibilities

(a) You acknowledge and agree that the Onix Solution (and any portion thereof) and the Outputs are provided solely for general information purposes, and are not, and must not, be relied upon as, professional advice of any kind, including, medical, healthcare, legal, accounting, tax, financial, investment, engineering, or other regulated or licensed professional advice. Your access to or use of the Onix Solution does not establish any professional-client relationship, including physician-patient, nurse-patient, attorney-client, accountant-client, or investment adviser-client relationships.

(b) You agree to:

  1. NOT rely on the Onix Solution or any Outputs as a substitute for your own independent judgment or for professional advice. You are solely responsible for evaluating and verifying the accuracy, completeness, timeliness, and applicability of any of the Outputs before using or relying on them, including through consultation with appropriate qualified professionals where necessary.
  2. use best efforts to prevent unauthorized access to or use of the Onix Solution;
  3. keep your credentials and all other login information confidential;
  4. NOT register for more than one account, register for an account on behalf of an individual other than yourself without such individual’s authorization;
  5. monitor and control all activity conducted through your account in connection with the Onix Solution;
  6. keep your email address and, where applicable, your access identifiers or credentials current and accurate;
  7. promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of your credentials;
  8. NOT use anyone else’s credentials or identifiers at any time;
  9. comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, and privacy laws; and
  10. be responsible for maintaining backup copies of any important data submitted to or stored within the Onix Solution.

8. No Unlawful or Prohibited Use

(a) You will not use the Onix Solution in violation of: (i) these Terms of Use; (ii) any applicable community guidelines as made available by us and updated by us from time to time (“Community Guidelines”); or (iii) any applicable law. You will not, without our prior written permission, use the Onix Solution for any purpose other than to access and use the Onix Solution.

(b) Without limiting the generality of the foregoing Section 8(a), you will not (and will not attempt to) directly or indirectly:

  1. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Onix Solution (e.g., a denial of service attack);
  2. 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;
  3. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Onix Solution any Participant Data, Output or any other content, that:
    • contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
    • you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate;
    • is false, inaccurate, intentionally misleading, or impersonates any other person;
    • gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case;
    • 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;
    • infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
    • violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability.
  4. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Onix Solution, the Outputs or any part thereof or otherwise attempt to discover any source code;
  5. try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the Onix Solution;
  6. remove any watermarks, labels or other legal or proprietary notices included in the Onix Solution;
  7. access or use the Onix Solution or any Outputs for the purpose of building a similar or competitive product or service;
  8. in any manner violate the terms of use of any third party website that is linked to the Onix Solution;
  9. impersonate or attempt to impersonate Onix, a Onix employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
  10. encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Onix Solution, or which, as determined by us, may harm Onix or users of the Onix Solution or expose them to liability;
  11. promote any illegal activity or advocate, promote, or assist any unlawful act;
  12. copy or store any significant portion of the Content except as permitted herein and via the Onix App;
  13. mirror or frame the Onix Solution, any Content or Output, place pop-up windows over its pages, or otherwise affect the display of its pages;
  14. use the Onix Solution, Outputs or our third-party providers’ property to train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
  15. perform any vulnerability, penetration or similar testing of the Onix Solution or any Outputs;
  16. authorize, permit, enable, induce or encourage any third party to do any of the above.

9. Payment

(a) Access Fees. Where applicable, you will pay to Onix the fees (the “Access Fees”) as set out in the online order document submitted by you and accepted by you for your access to the Onix App (the “Order Form”). Unless otherwise noted on the Order Form: (i) all Access Fees are identified in Canadian dollars; (ii) Access Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the applicable subscription term. To the extent permitted by laws, any suspension of the Onix Solution pursuant to these Terms of Use will not excuse you from your obligation to make payments due.

(b) Payment. If you are required to pay Access Fees under the Terms of Use, you must provide a valid method of payment as well as current, complete and accurate information for your billing account. You agree and acknowledge that Onix may bill your payment method as set out in the applicable Order Form. If you have not paid the Access Fees when they become due, Onix reserves the right to: (i) suspend your access to the Onix Solution until all due and undisputed amounts are paid in full; or (ii) terminate these Terms of Use immediately on notice; without incurring any obligation or liability to you or any other person by reason of such suspension or termination. You must keep a valid payment method on file with us to pay for all incurred and recurring Access Fees.

(c) Changes to the Access Fees. Except as restricted by applicable laws, Onix reserves the right to change the Access Fees and institute new charges upon at least seven-day prior notice to you.

(d) Taxes. The Access Fees do not include applicable sales, use, gross receipts, value-added, QST, GST or HST, personal property or other taxes. You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by these Terms of Use, other than taxes based on the net income or profits of Onix.

(e) Payment Processor. To pay your Access Fees, you will need to provide Onix or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process payment from you, including the billing information requested on the Onix Website or the Onix App or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Use. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We or the Payment Processor are not liable in the event others acting with or without your permission use your credit card or other means of payment to make purchases on the Onix Website, Onix App or the Payment Processor’s platform; however, you may report any unauthorized use to us or the Payment Processor, and we or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment. The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

(f) Billing Information. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. If you fail to provide any of the foregoing information, you agree that we or the Payment Processor may continue charging you for any use of paid services under your billing account unless you have terminated your paid services by cancelling your access to the Onix App.

10. Ownership

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

  1. the Onix Solution, including, for certainty, the source code in the software we use to provide any portion of the Onix Solution;
  2. the Anonymous Data;
  3. the Usage Data;
  4. all other Onix’s confidential information including Feedback, any reports or deliverables generated from the Onix Solution; and
  5. any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations of the foregoing (i) to (iv) (collectively “Onix Property”).

(b) 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 and these Terms of Use do not grant you any right to use any such marks. Use of any such property 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.

(c) Subject to these Terms of Use, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable right and licence (where applicable) during the Term (as defined below) to use the Onix App, including to download and display local Content, solely in connection with using the Onix App, in accordance with these Terms of Use.

(d) All rights not expressly granted by Onix to you under these Terms of Use are reserved.

(e) 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 Use 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.

(f) 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 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.

11. Malicious Code and Security

The downloading and viewing of Content on the Onix Solution is done at your own risk. We do not guarantee or warrant that the Onix Solution is compatible with your computer system or mobile device or that the Onix Solution, or any links from the Onix Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Onix Solution.

12. 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 USE (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.

(a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE ONIX SOLUTION, EXPERTS AND OUTPUTS IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. ONIX DOES NOT WARRANT THAT THE ONIX SOLUTION, EXPERTS OR OUTPUTS 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 THAT MAY BE OBTAINED FROM USE OF THE ONIX SOLUTION EXPERTS AND OUTPUTS. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED OR AS OTHERWISE REQUIRED BY LAW, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE ONIX SOLUTION AND PRODUCTS AND SERVICES WHETHER 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 PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE ONIX SOLUTION (OR ANY PORTION THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. ONIX WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, THE ONIX SOLUTION, AI EXPERTS OR THE CONTENT OR TO YOUR DOWNLOADING OF ANY MATERIAL OR OUTPUT POSTED ON ANY WEBSITE LINKED TO THEM. 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 EXPERTS, OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. PARTICIPANT SHALL EVALUATE THE ACCURACY OF ANY EXPERTS OR OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT, EXPERTS AND CONTENT. DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, 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 PARTICIPANT OR A THIRD PARTY. OTHER PARTICIPANTS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED PARTICIPANT DATA.

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE ONIX SOLUTION.

(c) 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.

13. Limitation of Liability

(a) 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 YOU AND 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 USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ONIX SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE ONIX SOLUTION.

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE ONIX SOLUTION, EXCEED THE AMOUNT OF $100 (CAD). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

(c) Without limiting the foregoing, under no circumstances will any of the Onix Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

(d) 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.

14. Indemnification

(a) You will defend, indemnify and hold harmless the Onix Parties from and against any 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:

  1. your Participant Data;
  2. your use of the Onix Solution, Experts or the Outputs (except to the extent prohibited by law);
  3. your breach of any provision of these Terms of Use or any documents referenced herein;
  4. your violation of any law or the rights of a third party (including intellectual property rights); or
  5. 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.

(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 these Terms of Use or your access to the Onix Solution.

15. Term and Termination

(a) Term. These Terms of Use 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 Use; and continue to be in effect for the term indicated on the Order Form, unless terminated earlier as permitted by applicable laws or in accordance with these Terms of Use (the “Term”). Except as otherwise specified in an Order Form, Order Forms will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant Order Form term.

(b) Termination. Onix may, in its discretion, terminate your access and use to Onix at any time by providing at least 60 days advance written notice to you, in which case you will be refunded a prorated amount of the Access Fees as of the effective date of termination. Notwithstanding the foregoing, we have the right, at all times, without provision of notice and in our discretion to:

  1. take appropriate legal action, including referral to law enforcement or any regulatory authority, or notify any harmed party of any illegal or unauthorized use of the Onix Solution. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Onix Solution; and
  2. terminate or suspend your access to all or part of the Onix Solution or disable or terminate access credentials or other identifier, whether chosen by you or provided by us, in the event of any breach of these Terms of Use that is incapable of being cured (including your breach of Section 8 or the Community Guidelines), such termination or suspension will be effective immediately.

(c) Termination by You. Subject to your payment obligations, you may terminate these Terms of Use and discontinue your use of the Onix Solution at any time by contacting us through our main contact channels.

(d) Effects of Termination. Upon termination of these Terms of Use: (i) your right to use the Onix Solution will cease immediately; and (ii) except as instructed by applicable law or due to technical constraints, we will not retain your Participant Data.

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

16. Survival

The following Sections, together with any other provision of these Terms of Use 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 Use, will survive expiration or termination of these Terms of Use for any reason: Sections 4 (Third Party Content or Products), 5 (Participant Data), 7 (Your Responsibilities), 8 (No Unlawful Use or Prohibited Use), 10 (Ownership), 11 (Malicious Code and Security), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (Survival), and 18 (General Provisions).

17. Contact

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

18. General Provisions

(a) Choice of Law. Except as restricted by applicable laws or if you are a consumer residing in Quebec, these Terms of Use 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 Use 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 Use 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 Use.

(b) Entire Agreement and Interpretation. These Terms of Use and all documents incorporated by reference herein (including the 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, products, and any services offered by Onix. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. In the event of any conflict between the Community Guidelines, and these Terms of Use, these Terms of Use will control. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use 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 Use, 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 Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use 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 Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

(e) Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use 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 Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

19. Access Through Onix App for iOS

If the Onix App is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) application store (the “Onix App for iOS”), the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use in respect of your access to or use of the Onix Solution through the Onix App for iOS:

  1. the parties acknowledge these Terms of Use are concluded between Onix and you, and not with Apple and Apple is not responsible for the Onix Solution and content thereof is governed by these Terms of Use;
  2. notwithstanding anything to the contrary hereunder, you may use the Onix App for iOS only on an Apple device;
  3. the parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Onix Solution (including the Onix App for iOS);
  4. In the event of any failure of the Onix App for iOS to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Onix App for iOS (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Onix Solution (including the Onix App for iOS), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Use;
  5. any claim in connection with the Onix Solution related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Use, and Apple is not responsible for such claim;
  6. any third party claim that the Onix Solution or your possession and use of the Onix App for iOS infringes that third party’s intellectual property rights will be governed by these Terms of Use, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim;
  7. you represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties;
  8. you may contact Onix in writing regarding any notices, questions, complaints or claims with respect to the Onix Solution (including Onix App for iOS) at support@onixai.ai; and
  9. Apple is a third party beneficiary to these Terms of Use and may enforce these Terms of Use against you.

20. Access Through Onix App for Android

If the Onix App is provided to you through the ‘Google Play’ application store made available by Google Inc. (Google Inc. together with all of its affiliates, “Google”, such application the “Onix App for Android”) the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use in respect of your access to or use of the Onix Solution through the Onix App for Android:

  1. the parties acknowledge that these Terms of Use are concluded between Onix and you, and not with Google and Google is not responsible for the Onix Solution and content thereof is governed by these Terms of Use;
  2. the parties acknowledge that Google has no obligation to furnish any maintenance or support services with respect to the Onix Solution (including the Onix App for Android);
  3. to the maximum extent permitted by applicable laws, Google will have no warranty obligation whatsoever with respect to the Onix Solution (including the Onix App for Android), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Use;
  4. any claim in connection with the Onix Solution related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Use, and Google is not responsible for such claim;
  5. any third party claim that the Onix Solution or your possession and use of the Onix App for Android infringes that third party’s intellectual property rights will be governed by these Terms of Use, and Google will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim;
  6. you may contact Onix in writing regarding any notices, questions, complaints or claims with respect to the Onix Solution (including the Onix App for Android) at support@onixai.ai; and
  7. Google is a third party beneficiary to these Terms of Use and may enforce these Terms of Use against you.