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Terms of Use

Effective Date: March 05, 2025

1. Introduction

These Terms of Use ("Terms") constitute a legally binding agreement between you and Xoniax ("we," "our," "us") governing your access to and use of the Xoniax website (the "Site"), software applications, browser extensions, mobile applications, Software-as-a-Service (SaaS) offerings, marketplace applications, and any other services, content, or features offered by Xoniax (collectively, the "Services"). By accessing or using the Site or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not access or use the Site or Services.

2. Use of the Site and Services

2.1 Permitted Use

  • Informational Purposes: The content on the Site, including AI tips, videos, blogs, and other materials, is provided for general informational purposes.
  • Personal and Commercial Use: You may use the Site and Services for your personal or commercial use as permitted by these Terms and any applicable subscription or license agreements.
  • Account Creation: Certain Services may require you to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

2.2 Subscription and Payment Terms

  • Subscription Services: Access to certain Services may require a paid subscription. Subscription terms, pricing, and billing cycles will be specified at the time of purchase.
  • Payment Processing: Payments are processed through Stripe. By providing payment information, you represent that you are authorized to use the payment method and agree to the terms of the payment processor.
  • Recurring Billing: For subscription Services, you authorize us to charge your payment method on a recurring basis until your subscription is terminated.
  • Refunds and Cancellations: Refund and cancellation policies will be specified for each Service. Unless otherwise stated, subscriptions may be canceled at any time, but refunds are typically not provided for partial subscription periods.

2.3 Application-Specific Terms

  • Mobile Applications: Our mobile applications may be subject to additional terms from the application marketplace (e.g., Apple App Store, Google Play Store) from which you download the application.
  • Browser Extensions: Our browser extensions may collect and process data as described in our Privacy Policy and according to the permissions granted upon installation.
  • Marketplace Applications: Our applications available on third-party marketplaces (e.g., Shopify) may be subject to additional terms specified by those marketplaces and any integration-specific terms we provide.
  • SaaS Services: Our SaaS offerings are provided on an "as is" and "as available" basis. We reserve the right to modify, suspend, or discontinue any aspect of our SaaS Services with or without notice.

2.4 Prohibited Use

You agree not to:

  • Use the Site or Services in any way that violates any applicable federal, provincial, local, or international law or regulation.
  • Attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site or Services.
  • Use the Site or Services in any manner that could disable, overburden, damage, or impair them or interfere with any other party's use.
  • Use any robot, spider, or other automatic device, process, or means to access the Site or Services for any purpose, including monitoring or copying any material.
  • Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of our software applications or Services.
  • Access or use the Services through automated means, including scripts, bots, or scrapers, unless explicitly permitted by us.
  • Redistribute, resell, lease, loan, sublicense, or transfer any of the Services or use them for time-sharing or service bureau purposes without our explicit written permission.

2.5 No Professional Advice

  • Any consultation, information, or advice provided through the Site or Services is offered for informational purposes only and at your own risk.
  • The information presented is not intended to replace professional advice. We expressly disclaim any liability for any outcomes resulting from the use of information presented.

3. Intellectual Property

3.1 Ownership

All content, features, and functionality on the Site and in our Services, including but not limited to text, graphics, logos, icons, images, audio clips, videos, data compilations, user interfaces, visual interfaces, software code, algorithms, databases, and software, are owned by Xoniax, its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

3.2 Limited License for Website Content

  • Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for personal or informational purposes only.
  • You may share or use the content for personal or informational purposes only if proper attribution and credit are given to Xoniax, and a link back to the original content is provided where applicable.

3.3 Software License

For our software applications, browser extensions, mobile applications, and other software-based Services, we grant you a limited, non-exclusive, non-transferable, revocable license to install and use one copy of the software solely for your use in accordance with these Terms and any applicable End User License Agreement (EULA).

This license does not allow you to: (i) copy, modify, or create derivative works based on the software; (ii) distribute, transfer, sublicense, lease, lend, or rent the software to any third party; (iii) reverse engineer, decompile, or disassemble the software; or (iv) make the functionality of the software available to multiple users through any means.

3.4 SaaS License

  • For our SaaS offerings, we grant you a non-exclusive, non-transferable right to access and use the Service during the subscription period, solely for your business or personal purposes as permitted by these Terms and any applicable subscription agreement.
  • The number of authorized users, data storage limitations, feature availability, and other parameters of your subscription will be specified in your subscription plan.

3.5 Marketplace Application License

For applications distributed through third-party marketplaces (e.g., Shopify), your use is subject to these Terms, any marketplace-specific terms, and any specific license terms provided with the application.

3.6 Feedback and Suggestions

If you provide any feedback, suggestions, improvements, or recommendations regarding our Site or Services ("Feedback"), you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use, implement, and commercialize the Feedback in any way without compensation to you.

3.7 Restrictions

  • Unauthorized use, reproduction, modification, distribution, display, or performance of the content or software, in whole or in part, is prohibited unless explicitly permitted in writing by Xoniax.
  • You must not remove any copyright, trademark, or other proprietary notices from any content or software you obtain from the Site or Services.

4. User Submissions

If you submit, upload, or share any content or materials through the Site:

  • You grant us a non-exclusive, royalty-free, perpetual, irrevocable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.
  • You represent and warrant that you own or control all rights to the content you submit and that such content does not violate these Terms or any applicable law.

5. Disclaimer of Warranties

THE SITE, SERVICES, APPLICATIONS, SOFTWARE, AND ALL CONTENT, MATERIALS, INFORMATION PROVIDED ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, XONIAX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE.

XONIAX MAKES NO WARRANTY THAT (I) THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SITE OR SERVICES WILL BE CORRECTED.

XONIAX DOES NOT WARRANT THAT THE SITE, SERVICES, OR ANY SOFTWARE APPLICATIONS WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM XONIAX OR THROUGH OR FROM THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

WITH RESPECT TO MOBILE APPLICATIONS AND SOFTWARE, XONIAX DOES NOT WARRANT THAT THEY WILL BE COMPATIBLE WITH ALL HARDWARE AND SOFTWARE SYSTEMS OR THAT THEY WILL BE FREE FROM ERRORS OR VIRUSES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR SYSTEMS ARE PROTECTED AGAINST VIRUSES OR OTHER HARMFUL CODE.

6. Limitation of Liability

6.1 No Liability for Indirect Damages

IN NO EVENT SHALL XONIAX, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  • YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE;
  • ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE;
  • ANY CONTENT OBTAINED FROM THE SITE; AND
  • UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

6.2 Limitation on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF XONIAX AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND SUPPLIERS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS (CAD $100.00) OR THE AMOUNT PAID BY YOU TO XONIAX FOR THE SERVICE GIVING RISE TO THE CLAIM.

6.3 Transactional Relationships

In cases of disputes arising from a transactional relationship, our liability is limited to the maximum extent permitted by applicable law and in accordance with the specific terms governing that transaction.

7. Indemnification

You agree to defend, indemnify, and hold harmless Xoniax, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Site.

8. Dispute Resolution & Governing Law

8.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule.

8.2 Jurisdiction

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the courts located in Ottawa, Ontario, Canada, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country.

8.3 Dispute Resolution

  • For general disputes related to these Terms or your use of the Site, we encourage you to contact us first to attempt to resolve the matter informally.
  • For disputes related to intellectual property or copyright (including content such as AI blogs, video tips, etc.), we recommend seeking legal advice for appropriate resolution mechanisms.

8.4 Waiver of Class Actions

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

9. Modifications & Updates

Xoniax reserves the right to modify, amend, or update these Terms at any time without prior notice. Changes will be posted on this page with an updated effective date and are effective immediately upon posting. Your continued use of the Site after any changes constitutes your acceptance of the revised Terms. It is your responsibility to check this page periodically for changes to the Terms.

10. Termination

We may terminate or suspend your access to the Site immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Site will immediately cease.

11. Third-Party Links, Content, and Integrations

The Site and Services may contain links to third-party websites, social media pages, or services that are not owned or controlled by Xoniax. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

11.1 Third-Party Services and APIs

  • Our Services may integrate with or allow access to third-party services, APIs, platforms, or marketplaces (e.g., Shopify, Google, Apple, payment processors).
  • Your use of these third-party services is subject to their respective terms of service and privacy policies. We recommend reviewing these terms before connecting our Services to third-party platforms.
  • We are not responsible for the availability, accuracy, or reliability of third-party services integrated with our Services.

11.2 Consultancy Services and Custom Solutions

In delivering consultancy services or custom solutions, we may implement, configure, or connect your systems to various third-party products, services, APIs, or platforms.

These implementations are based on our professional assessment of your requirements and may be essential for the functionality of the solution we are providing.

You understand and acknowledge that:

  • Third-party services have their own terms of service, privacy policies, and security measures which are beyond our control.
  • We will make reasonable efforts to inform you of significant third-party services being incorporated into your solution.
  • We are not responsible for changes made by third-party providers to their services, APIs, or platforms that may affect the functionality of the solution we've implemented.
  • You may be required to maintain separate subscriptions or relationships with these third-party service providers for continued functionality.
  • We may, as part of our services, assist you in configuring these third-party services, but we do not create, control, or maintain the services themselves.

11.3 Payment Processing

  • Payment processing services for our Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement").
  • By agreeing to these Terms and continuing to use our Services, you agree to be bound by the Stripe Services Agreement, as it may be modified by Stripe from time to time.

11.4 App Marketplaces

  • If you download our mobile applications from the Apple App Store, Google Play Store, or any other app distribution platform, you acknowledge that these distribution platforms are third-party beneficiaries to these Terms and may enforce them against you.
  • Additional terms from these distribution platforms may apply to your use of our applications.

You acknowledge and agree that Xoniax shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party services, content, goods, or integrations available on or through any third-party websites or services.

12. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

13. Entire Agreement

These Terms, together with our Privacy Policy, and any additional terms specifically referenced herein (such as subscription agreements, EULAs, or marketplace-specific terms), constitute the entire agreement between you and Xoniax regarding your use of the Site and Services. They supersede any prior agreements between you and Xoniax relating to your use of the Site and Services.

14. Data Security and Service Level Commitments

For our SaaS and subscription-based offerings, we are committed to maintaining appropriate technical and organizational measures to protect your data. While specific service level agreements may be provided for enterprise customers, unless otherwise specified in writing:

  • We strive to maintain 99.5% uptime for our Services, excluding scheduled maintenance.
  • We implement industry-standard security measures to protect your data, including encryption, access controls, and regular security assessments.
  • We back up your data regularly to minimize the risk of data loss.
  • We will notify you of any security incidents affecting your data in accordance with applicable laws.

15. Account Security

15.1 Account Credentials

You are responsible for safeguarding your login credentials and for all activities that occur under your account. You agree to:

  • Create a strong, unique password for your account
  • Keep your login credentials confidential
  • Notify us immediately of any unauthorized access or use of your account
  • Ensure you log out from your account at the end of each session

We cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.

15.2 Multi-Factor Authentication

For enhanced security, we may offer or require multi-factor authentication for certain Services. We strongly encourage you to enable multi-factor authentication where available to protect your account and data.

16. Data Processing and Storage

16.1 Data Processing

In providing our Services, we process your data in accordance with our Privacy Policy and applicable data protection laws. For certain Services, we may act as a data processor on your behalf when you use our Services to process personal data of your own customers or users.

16.2 Third-Party Tools in Consultancy Services

When providing consultancy services or implementing custom solutions:

  • We may recommend, configure, or utilize various third-party SaaS platforms, tools, and software solutions as part of delivering our services.
  • These third-party services may have their own terms of service and privacy policies which will govern the processing of any data transmitted to or handled by these services.
  • We will make reasonable efforts to ensure that any third-party service we recommend or integrate with your systems has appropriate security and privacy measures in place.
  • We will provide information about significant third-party integrations being utilized in your solution before implementation.
  • You acknowledge that we cannot control the privacy practices or policies of these third-party services, and you may need to enter into separate agreements with these service providers.
  • Where appropriate, we will act as your agent in configuring these third-party services, but ultimate responsibility for reviewing and accepting their terms of service and privacy policies remains with you.

16.3 Data Export and Portability

For Services that store your data, we provide mechanisms to export your data in standard formats where technically feasible. Upon termination of your subscription or account, you may request an export of your data within a reasonable timeframe, after which we may delete your data in accordance with our retention policies.

16.4 Data Localization

Our Services primarily store data on servers located in Canada and the United States. By using our Services, you consent to the transfer of your data to these locations. For customers with specific data localization requirements, please contact us to discuss available options.

17. Account Suspension and Termination

We reserve the right to temporarily suspend or permanently terminate your access to the Services, without prior notice or liability, for any reason whatsoever, including but not limited to:

  • Violation of these Terms
  • Non-payment of any fees due
  • Suspected fraudulent, abusive, or illegal activity
  • Extended periods of inactivity
  • Upon request by law enforcement or other government agencies

Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services or, where applicable, use the provided account cancellation mechanism.

18. Service Updates and Modifications

18.1 Software Updates

We may automatically update our software Services from time to time to improve performance, enhance functionality, address security issues, or adapt to new operating systems or hardware. These updates may be required for the continued use of the Services, and you consent to such automatic updates.

18.2 Service Modifications

We continually evolve our Services and may add, alter, or remove functionality from our Services at any time without prior notice. We may also limit, suspend, or discontinue a Service at our discretion. If we discontinue a Service, where appropriate, we will give you reasonable advance notice and an opportunity to export your data from the Service.

19. Beta Features and Previews

We may offer access to beta, preview, or early access features or Services. These are provided "as is" with no warranties, and may contain errors or inaccuracies. We may change, suspend, or discontinue these features at any time without notice. These beta features may not be subject to the same security measures and audits as general release Services.

20. Contact Information

For any questions regarding these Terms, please contact us at: