SolvSRK License Agreement

This Software License Agreement ("Agreement") is between Resonix Labs (Canada) Inc. ("Resonix") and the licensee identified in the applicable Order ("Licensee", "you"). It governs the SolvSRK software. The Software is licensed, not sold. By installing, copying, building against, or using the Software you agree to this Agreement; if you do not agree, do not use it.

This Agreement is subject to the Terms of Service (02), and the applicable Order controls commercial terms (fees, tier, term, support).

1. Definitions

• "Software" means the SolvSRK software in object/binary form, including the C library (libsolvsrk, shared/static), the public header (solvsrk.h), the solvsrk Python package/wheels, and any updates and Documentation Resonix provides under an Order.
• "License Key" means any key, token, or license file Resonix issues to enable the Software.
• "Tier" means the licensed deployment tier stated in the Order, e.g. Sim (development/simulation) or Embed (embedded/target deployment).
• "Program" means a Licensee product, platform, or program into which Embed Software is integrated, as identified in the Order.
• "Documentation", "Order", "Confidential Information" have the meanings in the Terms of Service.

2. License grant

2.1 Subject to payment and compliance, Resonix grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license, during the term and within the licensed Tier/scope, to:

• (a) install and use the Software internally to develop, test, and run Licensee applications; and
• (b) for the Embed Tier only, integrate the Software into the licensed Program(s) and distribute it solely in object-code form as an integral, non-separable part of those Program(s), to the extent and quantities stated in the Order. Pass-through of notices: Licensee will reproduce and pass through to end users of the Program all Resonix proprietary notices and any third-party notices required for components Resonix bundles, including the SUNDIALS BSD-3-Clause notice where the delivered Software bundles SUNDIALS (see §5.1). This pass-through obligation is required for downstream BSD/open-source compliance.

2.2 Scope controls. Seats, instances, programs, units, fields of use, and geography are as stated in the Order. Use beyond that scope requires a new/ expanded Order.

3. License restrictions

You will not, and will not permit others to:

• (a) copy the Software except as necessary for licensed use and reasonable backup;
• (b) sell, rent, lease, lend, host as a service, or redistribute the Software except as expressly permitted for the Embed Tier in §2.1(b);
• (c) distribute the Software as a standalone product, library, SDK, or in any form that lets a third party use it independently of the licensed Program;
• (d) reverse engineer, decompile, or disassemble, or attempt to derive source code or the underlying algorithms, except to the limited extent applicable law permits despite this restriction;
• (e) modify or create derivative works, except linking/integration expressly permitted;
• (f) remove or alter notices, or circumvent or share License Keys or any license-enforcement mechanism;
• (g) use the Software to build a competing product, or publish materially misleading or non-reproducible benchmarks of the Software; any benchmark comparing SolvSRK to other software that you publish must disclose the configuration, software version, and hardware used so results are reproducible. (For the avoidance of doubt, fair, reproducible, properly disclosed benchmarking is permitted.)
• (h) use the Software outside the licensed Tier/scope or in violation of the Export Control & Compliance Policy (09).

4. License keys, activation & no telemetry

4.1 The Software may require a License Key. Where used, key validation is performed locally/offline: the Software does not require network connectivity to activate, validate, or renew.

4.2 No phone-home / no telemetry / no fingerprinting. As a product requirement, the Software does not transmit usage data, "phone home", or fingerprint hardware for enforcement. Airgapped and on-premises deployment (including defense/classified environments) is supported. License enforcement is performed entirely offline: the Software verifies a Resonix-signed license file (.lic) using an embedded public key (Ed25519 signature verification) and, where machine-binding is used, compares a locally computed machine code (a SHA-256 hash of a hardware identifier) — no data leaves the device at any point. 4.3 Bypassing, tampering with, or sharing License Keys is a material breach.

5. Third-party components (SUNDIALS, etc.)

5.1 The Software links against SUNDIALS (Lawrence Livermore National Laboratory), licensed under the BSD 3-Clause License. The Python wheels Resonix currently distributes contain the Resonix library binary and the Resonix LICENSE.txt (which discloses the SUNDIALS dependency); they do not bundle SUNDIALS itself — SUNDIALS is sourced at build time, and where the Software relies on a SUNDIALS build you provide, you are responsible for sourcing it and complying with its license. Where Resonix distributes a binary that does bundle SUNDIALS, the required SUNDIALS BSD 3-Clause notice is included with that binary. 5.2 Other third-party components and their notices (if any) are listed in the Documentation/NOTICE file. Third-party components are licensed under their own terms, which prevail for those components.

6. Ownership

The Software is and remains the exclusive property of Resonix and its licensors. Except for the limited license in §2, no rights are granted, by implication, estoppel, or otherwise. All rights are reserved. Licensee retains ownership of its own applications (excluding the Software embedded within them).

7. Support, maintenance & updates

Support and updates, if any, are as described in the Order or a separate support plan; absent an Order or support plan, no support, maintenance, or updates are provided. Updates provided are part of the "Software" and governed by this Agreement. Resonix is not obligated to provide updates, maintenance, or backward compatibility unless stated in an Order.

8. Term & termination

8.1 The license term is stated in the Order. Resonix may terminate on 30 days' notice for uncured material breach, or immediately for breach of §3 (restrictions), §4 (keys), or the export policy.

8.2 On expiry/termination, Licensee will stop using and (except as in §8.3) destroy all copies of the Software and certify destruction on request.

8.3 Deployed embedded units. This reflects the intended per-program embedded model and must be finalized with counsel and reflected in the Order.

9. Warranty & disclaimer

9.1 Limited warranty. For 90 days after delivery, the Software will perform substantially in accordance with the Documentation when used within the licensed scope on a supported environment. If it does not, Licensee's sole and exclusive remedy, and Resonix's entire obligation, is for Resonix to use commercially reasonable efforts to repair or replace the non-conforming Software or, if it cannot do so within a reasonable time, refund the fees paid for the non-conforming Software. This warranty does not apply to issues caused by modification, misuse, or use outside the licensed scope or a supported environment. 9.2 OTHERWISE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or that operation will be uninterrupted or error-free.

9.3 Numerical results / no safety certification. SolvSRK is numerical computation software whose results depend on inputs, configuration, and environment. Resonix does not warrant fitness for any safety-critical, life-sustaining, aerospace, defense, medical, or other high-risk use, and the Software is not certified to any standard (e.g., DO-178C, ISO 26262, IEC 61508) unless expressly agreed in a signed Order. Licensee is solely responsible for independent verification, validation, qualification, and certification for its intended use and for implementing appropriate safeguards.

10. Limitation of liability

10.1 RESONIX WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/DATA/GOODWILL, even if advised of the possibility.

10.2 RESONIX'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID FOR THE SOFTWARE IN THE 12 MONTHS PRECEDING THE CLAIM. These limits are a fundamental basis of the bargain and apply notwithstanding any failure of essential purpose, subject to liability that cannot be limited under applicable law. 10.3 Carve-outs. The limitations in §10.1 and §10.2 do not apply to, and the cap is not reduced by: (a) Licensee's breach of the license restrictions (§3); (b) Licensee's breach of the export/sanctions obligations (§11, Document 09); (c) either party's breach of confidentiality; (d) Licensee's unpaid fees; (e) Resonix's IP-infringement indemnity (§10.4); and (f) a party's gross negligence, willful misconduct, or fraud. Without these carve-outs Resonix's core protections (anti-piracy, export, confidentiality, payment) would be mutually capped against the customer — they are intentionally uncapped.

10.4 IP-infringement indemnity. Resonix's obligation to defend and indemnify Licensee against third-party claims that the unmodified Software infringes a patent, copyright, or trade secret — and the repair / replace / procure / terminate-and-refund remedy ladder and its exclusions (Licensee modification, combination with non-Resonix products, use outside scope, third-party/open-source components such as SUNDIALS) — is as set out in Terms of Service (02) §10.1, which applies to the Software and is incorporated here. This §10.4 (with §10.1 of the ToS) is Resonix's entire liability and Licensee's exclusive remedy for IP infringement.

11. Export control & compliance

Use, export, re-export, and transfer of the Software are subject to the Export Control & Compliance Policy (09) and all applicable Canadian, U.S. (including EAR and, if applicable, ITAR), and other export/sanctions laws. Licensee will not export or provide access to the Software to any embargoed country or restricted/denied party, or for any prohibited end-use, without required authorizations.

12. U.S. Government / public-sector end users

If licensed to a U.S. government entity, the Software is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, and the government acquires only the rights granted in this Agreement (restricted rights). For Canadian public-sector procurements, the applicable Government of Canada terms apply as stated in the Order.

13. Audit

To verify compliance, no more than once per 12 months and on at least 30 days' written notice, Licensee will provide a written self-certification of its deployment (seats, instances, Program units) signed by an officer. Resonix will not conduct on-site audits except where a confirmed, material breach has occurred, and any verification will respect Licensee's security, facility-access, and personnel-clearance requirements (no access that would conflict with classified or controlled-environment rules). Under-licensing revealed will be trued-up per the Order's pricing.

14. Acceptance, assignment & other terms

14.1 Acceptance. Unless the Order states an acceptance test, the Software is deemed accepted on the earlier of (a) Licensee's first production/integration use, or (b) 30 days after delivery without written notice of a material non-conformance. For an Embed-tier integration into a Program, the Order may define a milestone-based acceptance test. Acceptance starts the warranty period (§9.1) and any refund-eligibility window.

14.2 Assignment / change of control. Licensee may not assign this Agreement except, on notice to Resonix, to a successor in a merger, acquisition, or sale of substantially all assets that assumes this Agreement in writing and is not a Resonix competitor or a restricted/denied party under Document 09. Resonix may assign to an affiliate or successor. Any other assignment is void.

14.3 Source code / escrow. No source code, build scripts, or escrow rights are granted under this Agreement. Where a customer requires a source-code escrow, it may be offered only under a separate written escrow agreement referenced in the Order; absent that, none applies.

14.4 Incorporated terms. Governing law (Ontario + federal law of Canada), disputes/venue (Toronto, Ontario), confidentiality, insurance, entire agreement, severability, waiver, force majeure, and notices follow the Terms of Service (02), which this Agreement incorporates. In a conflict, the Order controls, then this Agreement, then the Terms of Service.