Free Tools EULA

This End-User License Agreement ("Agreement") is a legal agreement between you ("you") and Resonix Labs (Canada) Inc. ("Resonix") for the SolvScout and SolvTune software, including any updates and documentation (the "Software"). The Software is made available free of charge but is proprietary — it is licensed, not sold, and is not open-source software. By downloading, installing, or using the Software, you agree to this Agreement.

1. License grant

Subject to your compliance with this Agreement, Resonix grants you a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable license to install, use, and modify the Software for your own internal use, for your own purposes — including internal commercial use, and including use in connection with services you provide to your own clients, provided you do not redistribute, resell, or give the Software (modified or unmodified) to any third party (see §2).

Form of delivery. Some components (e.g., the Python tools) are delivered in a human-readable source form. Receiving the Software in a readable form does not grant any source-code license, open-source rights, or any right beyond this §1; in particular, the prohibition on distributing the Software or derivative works (see §2) continues to apply to the source as delivered.

2. Restrictions

You may not:

• (a) redistribute, resell, sublicense, host as a service, rent, lend, or publish the Software or any copy, modified or unmodified, to any third party;
• (b) repackage or incorporate the Software into a product or distribution you provide to others;
• (c) remove or alter any copyright, trademark, or license notices;
• (d) misrepresent the origin of the Software or claim it as your own; or
• (e) use the Software unlawfully or in violation of the Export Control & Compliance Policy (09).

No redistribution. If you want others to have the Software, direct them to Resonix's official download. To redistribute or bundle the Software, you need a separate written license from Resonix.

(For clarity, modifying the Software for your own internal use is permitted; distributing any version is not.)

3. Ownership

Resonix and its licensors own all right, title, and interest in the Software and all related intellectual property. Except for the license in §1, no rights are granted. All rights reserved. The names Resonix™, SolvScout™, and SolvTune™ are marks of Resonix and may not be used without permission, except to accurately identify the Software. (Resonix's other marks — including SolvSRK™ and SolvBench™ — are listed in the Terms of Use (03) §4.1; mark status should be kept consistent across Documents 03, 04, and 05.)

4. Third-party components

The Software's required runtime dependencies are NumPy and SciPy (both BSD 3-Clause), provided under their own license terms, which prevail for those components. An optional benchmarking integration uses msgpack (Apache 2.0); the Software can optionally interoperate with SolvSRK, which is separately licensed under its own commercial agreement (Document 04) and is not included or licensed under this Agreement. No GPL/LGPL/AGPL components are included.

5. No telemetry

The Software, as shipped, runs locally and does not collect personal data, transmit usage data, or "phone home" to Resonix or any external server. The optional SolvEngine/SolvBench integration may attempt a local-loopback (127.0.0.1) socket push to a SolvBench instance running on your own machine and otherwise writes metrics to local files; it never transmits to a remote host. See the Privacy Policy (01).

6. No warranty

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", FREE OF CHARGE, WITHOUT WARRANTY OF ANY KIND, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or that it will be uninterrupted or error-free. SolvScout/SolvTune produce solver classifications and recommendations for informational purposes; you are responsible for independently validating any results before relying on them. The Software is not intended or certified for safety-critical use.

7. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND BECAUSE THE SOFTWARE IS PROVIDED FREE OF CHARGE, RESONIX WILL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER (INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR LOST PROFITS/DATA) ARISING FROM OR RELATED TO THE SOFTWARE. IF ANY LIABILITY CANNOT BE EXCLUDED, IT IS LIMITED TO CAD $100. Statutory rights that cannot be excluded are unaffected.

8. No support; right to discontinue; term & termination

8.1 No support. The Software is provided free of charge with no support, maintenance, or updates, and no obligation to provide any, unless separately agreed in writing.

8.2 Right to discontinue. Resonix may, at any time and without liability, stop distributing, updating, or supporting the Software, in whole or in part. Continued availability of the Software or any download is not guaranteed.

8.3 Term & termination. This Agreement applies while you use the Software. It terminates automatically if you breach it. On termination, you must stop using and delete all copies. Sections 2–7, 8.1–8.2, and 9 survive.

9. Governing law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Courts located in Toronto, Ontario have exclusive jurisdiction (matching Documents 02–04).

10. Contact

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