Terms of Use

Last Updated: November 21, 2022

1. General

The following Terms of Use (Terms) apply to all services (Services) provided by Rezonating Apps LLC, located at https://www.rezonating.app (Site) and our mobile device application (App).

These Terms are legally binding and govern your usage of our Services, accordingly you are advised to read them carefully.

1.1. Definitions

The terms Cabinit, us, we or our refer to Rezonating Apps LLC.
The terms you, your or yourself refer to the user of the Services.
The term Device refers to the device which is used to access the Services including but not limited to computers, smart phones, tablets, headphones, wearable smart devices, speakers and lights.
The term Intellectual Property Rights means any and all intellectual property rights existing in any part of the world under applicable law, including without limitation patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all applications, renewals, extensions and restorations of such rights, now or hereafter in effect worldwide.
The term Content refers to any and all Cabinit and third-party editorial content, information, text, images, photos, videos, artwork, illustrations, graphic (art and electronic) images, audio, music, sounds, postings, messages, recommendations, comments, software, files, feedback, bug reports, or other protected materials and authored works of any kind that are utilised in the provision of the Services.
The term App Distributor refers to an app store or distribution platform (for example, Apple’s App Store) where the App is made available.

1.2. Agreement to our Terms

By accessing and using our Services, whether on a free or Subscription basis, you acknowledge that you have read, understood and agree to comply with and be legally bound by these Terms.

If you do not agree to be legally bound by these Terms, you are not permitted to access or use the Services.

1.3. Privacy Policy

Please also refer to our Privacy Policy located at https://www.rezonating.app/privacy-policy for information on how we collect and use your personal information. By accessing and using our Services you acknowledge that you have read, understood and agree to be bound by our Privacy Policy.

If you do not accept our Privacy Policy, you are not permitted to access or use the Services.

1.4. Changes to our Terms

We reserve the right, in our sole discretion, to update or change these Terms at any time.

If we do so, we will notify you of any updates or changes by posting the updated Terms on our Site and updating the “Last Updated” date to indicate when the changes are effective. If we make any substantive changes to these Terms, we will notify you by email or by a notification through the App, on the Site and/or by asking you to review the changes to the updated Terms the next time you access the Services.

You are advised to read the updated Terms carefully. Your continued use of the Services after the time the changes are communicated will indicate your acceptance and agreement to abide by the updated Terms. If you do not agree to be bound by the updated Terms, you are not permitted to access or use the Services and must stop doing so immediately.

Due to the nature of our Services we reserve the right to change or discontinue part or all of the Services at any time and at our sole discretion, without notice.

2. Conditions of Use

2.1. Eligibility

To purchase the Services, you must be the greater of either: (i) 18 years of age, or (ii) the age of majority in your province, territory or country; and have the legal capacity to form a binding contract with Cabinit.

If you are under the age of 18, or the applicable age of majority in your province, territory or country, or do not have the legal capacity to form a binding contract with Cabinit, you may utilise the Services only with the involvement and consent of a parent or legal guardian, through their account and subject to their acceptance of these Terms as well as responsibility and liability for your access and use of the Services and Content in compliance with these Terms.

2.2. Restricted Usage

If you choose to access or use the Site, App, Services or Content in any jurisdiction, you are responsible for compliance with the applicable local laws relating to the use of or otherwise connected with the Site, App, Services and Content in that jurisdiction. To the extent that the Site, App, Services and Content would infringe the laws of the jurisdiction from which you are accessing them, you are prohibited from accessing or using the same. This provision shall apply notwithstanding any other provision of the Terms.

You agree not to use the Services for any purposes related to scientific research, analysis or evaluation of the Services without the express prior written consent of Cabinit.

You are strongly advised not to use the Services while operating heavy machinery, driving, flying or performing any activity or task that, with due regard to the safety of yourself and others, requires your attention and concentration.

2.3. Changes to the Provision of Services and Content

Cabinit reserves the right at any time to change, modify or discontinue the Services and Content, in whole or in part, with or without notice to you. You acknowledge and agree that Cabinit will not be responsible or liable, directly or indirectly, to you or any other person for any loss, damage or injury of any kind incurred as a result of, or in connection with, any changes, modifications or discontinuance to the Services and/or Content.

2.4. Future Functionality

You acknowledge and agree that your use and access of the Services are in no way contingent on the delivery of any future functionality or features; or dependent on any oral or written comments made by Cabinit.

2.5. Data Charges

Certain functions of our Services require your Device to have an active internet connection. The connection can be Wi-Fi or provided by your mobile network provider.

If you are accessing or using the Services outside of an area with Wi-Fi, you should remember that your agreed terms with your mobile network provider will apply. As a result, you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing or using the Services, or other third-party charges. In accessing

or using the Services, you acknowledge and accept responsibility for any such charges, including roaming data charges if you access or use the Services outside of your designated home region, territory or country without turning off data roaming. If you are not the bill payer for the Device on which you are accessing or using the Services you must receive advance permission from the bill payer before incurring any charges in your access or use of the Services.

2.6. Software Functionality

Although we will do our best to ensure your software is free from critical issues, we can not guarantee that this will always be the experience. In some cases, we may have software issues where we may lose access to your storage or data to your preferred app experience. If this is the case, we recommend to reinstall the app, and email us with your issue, with as much details as possible.

Losing access to your content is always a risk, and we will do our best to ensure that we can prevent.

3. Subscriptions

Full access and use of certain premium Content and features of Cabinit’s Services may require a subscription which you can purchase as either a monthly, annual or lifetime subscription (Subscription), and may be charged in advance or periodically.

Your Subscription payment will be charged through your App Distributor, you are advised to read your App Distributor’s applicable terms and conditions regarding payments before purchasing a Subscription.

Upon purchase of a Subscription, you agree not to hold us responsible for any and all additional fees and charges that your App Distributor, bank or other financial service provider may charge due to payment, as well as any applicable taxes.

Our obligation to commence provision of the Services only comes into effect once we have received confirmation of your purchase from your App Distributor. You will only have access to Cabinit’s premium Content and features while your Subscription is active and subsisting.

To ensure there is no interruption to your Subscription, we recommend that you keep your payment details up to date with your App Distributor. Cabinit will not be held responsible or liable for whatever reason should your Subscription fail to renew as a consequence of outdated or invalid payment information.

In certain instances, your renewal date may change, for example if your payment has not successfully settled or if your paid Subscription began on a day not contained in a given month or year.

3.1. Monthly Subscriptions

Cabinit’s monthly Subscription is paid for in advance in monthly instalments and automatically renews each month until you choose to cancel your Subscription through your App Distributor.

If you do not wish your Subscription to renew you must cancel your Subscription at least 24 hours before it renews in order to avoid being charged for the next month’s Subscription fee. If you purchased your Subscription via an App Distributor, you must cancel the renewal of your Subscription through your App Distributor in accordance with their applicable terms and conditions.

Upon cancellation, you will continue to receive access to and use of the Services until the end of your current Subscription period. Refunds or credits cannot be claimed for any unused partial-month Subscription period.

3.2. Annual Subscriptions

Cabinit’s annual Subscription is paid for in advance and automatically renewals on an annual basis.

If you do not wish your Subscription to renew you must cancel your annual Subscription at least 24 hours before it renews in order to avoid billing of the renewal Subscription fee. If you purchased your Subscription via an App Distributor, you should cancel the renewal of your Subscription through your App Distributor in accordance with their applicable terms and conditions.

Upon cancellation, you will continue to receive access to and use of the Services until the end of your current Subscription period. Refunds or credits cannot be claimed for any partial unused Subscription period.

3.3. Lifetime Subscriptions

From time to time, Cabinit may offer a “Lifetime” Subscription that would provide access and use of the Services for as long as those Services are available. Cabinit makes no guarantees, warranties or representations as to the expected lifetime of Cabinit’s Services, and in purchasing a Lifetime Subscription, you acknowledge and agree that Cabinit’s Services could change or terminate in the future, upon which Cabinit’s obligation to provide access to and use of the Services ceases.

Cabinit’s Lifetime Subscription is paid by a one-time upfront payment in advance of the provision of the Services. Lifetime Subscriptions may not be assigned to any other person.

If, for whatever reason, you wish to cancel your Lifetime Subscription, you will not be eligible to claim a refund or a recredit in whole or in part for your Lifetime Subscription payment.

3.4. Subscription Changes

Cabinit reserves the right to change our Subscription availability, periodicity or adjust pricing for the Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. We will notify you in advance of any such change. Changes to Subscription pricing will not apply retroactively and will only apply for Subscription renewals after such changes have been communicated to you.

If you do not agree to the change, you should modify or cancel your Subscription through your App Distributor.

3.5. Free Trials

From time to time, Cabinit may offer new customers and eligible former customers the opportunity to access certain premium Content and features of Cabinit’s Services for free, for a time limited duration. The duration of the

free trial period will be specified before sign-up and is intended to allow new customers and certain former customers to try the Services before deciding to purchase Membership.

Free trial eligibility is determined by Cabinit at its sole discretion and we may limit eligibility or duration to prevent free trial abuse.

You will be charged for a Cabinit Membership at the end of the free trial period unless you cancel the trial through your App Distributor at least 24 hours before the end of the free trial period.

3.6. Promotional Codes and Discounted Pricing

Any promotional code or discounted pricing offer may not be used in conjunction with any other promotional code, discounted pricing offer or corporate Membership arrangement, past or present.

Introductory offers are only available to new customers of the Services, except where expressly stated otherwise. Previous customers or trial customers of the Products do not qualify as new customers.

Unless otherwise expressly stated, all pricing promotions or discounted pricing will only apply to the initial period of the Membership, and any subsequent renewals will be charged at the non-discounted rate at the time of renewal for the Membership periodicity selected.

3.7. Refunds

If you purchased your Subscription through an App Distributor, Cabinit will not provide a refund.

Any refund requests should be made to your App Distributor in accordance with their applicable terms and conditions. Your purchase will be subject to your App Distributor’s terms and conditions, which may not provide for refunds or may restrict refund eligibility. Accordingly, you are strongly advised to read your App Distributor’s relevant terms and conditions before purchasing a Subscription.

4. Licence and Ownership

4.1. Licence

You acknowledge and agree that the Services are made available to you for your own personal and non-commercial purposes only.

You understand that in agreeing to and complying with these Terms and our Privacy Policy, Cabinit grants you a non-exclusive, revocable, non-transferable, non-sublicensable and limited licence to view and listen to the Content, and install a copy of the Cabinit App on a Device that you own or control.

Cabinit reserves all rights in and to the Services and the Content not expressly granted to you under these Terms.

4.2. Intellectual Property Rights

You acknowledge that Cabinit exclusively owns all rights, titles and interests in and to the Services and Content, including without limitation, all underlying software and technology, and all associated Intellectual Property Rights in relation to the Services and Content, other than that owned by third parties. By accessing and using the Services, you acknowledge all Content is protected copyright, trademark, design rights or other proprietary rights incorporated in the Services or Content.

4.3. Restrictions

In acknowledgement of Cabinit’s ownership of and Intellectual Property Rights in the Services and Content, you agree that you will not:

Copy, store, archive, reproduce, transmit, modify, alter, reverse-engineer, translate, adapt, emulate, de-compile, disassemble, or attempt to derive the source code of the Services or Content in any way, or create derivative works based on the Services or the Content, in whole or in part, of any nature whatsoever;

Rent, lease, loan, publish, broadcast, circulate, make available to the public, exploit, sell or distribute the Services or Content in whole or in part;

Tamper with or manipulate in any way the Services, or circumvent any technology used by Cabinit to protect any Content accessible through the Services;

Circumvent any territorial restrictions applied to the Services and Content;

Use any data mining, data gathering or data extraction methods;

Interfere with, disrupt or create an undue burden on the Services of the networks connected to the Services;

Use the Services in a way that violates these Terms; or

Assist or permit any third-party to contravene any of the aforementioned prohibited acts.

Cabinit will enforce its Intellectual Property Rights to the fullest extent of the law, including but not limited to bringing civil or criminal legal proceedings.

5. Breach of Terms

Any breach of these Terms may result in, among other things, immediate termination or suspension of your rights and licence to access and use Cabinit’s Services and Content, as well as the deactivation of your account and cancellation of your Subscription without refund, where applicable.

Cabinit reserves the right, in our sole discretion, to bring legal proceedings against you and any third-party, if applicable, if you breach these Terms and/or you are engaged in illegal or fraudulent use of the Services or Content.

6. Warranty Disclaimer

6.1. General Disclaimer

Cabinit aims to provide you with the best service and experience possible, however no promise is made that the Services will meet your requirements and we cannot guarantee or warrant that the Content or Services will be fault free.

You acknowledge and agree that your use of the Services will be at your own risk. To the fullest extent permitted by law, Cabinit excludes and disclaims all warranties, terms, conditions and representations whether express, implied or statutory, in connection with the App, the Site the Content and the Services and your access and use thereof including, but not limited to, warranties and conditions of merchantability, fitness for particular purposes, title, accuracy and non-infringement of third-party proprietary rights.

Cabinit does not represent nor warrant that the Content or Services will be error-free, free of viruses or other similar contamination or harmful components, that defects will be corrected, that the Services will be available on an uninterrupted, timely or secure basis or will be compatible with your Device. We make no warranty regarding the quality, accuracy, currency, timeliness, completeness or reliability of the Content or Services. The quality of the Content and the Services may vary from device to device, and may be affected by a variety of factors, such as your location, the bandwidth available and/or speed of your internet connection. You acknowledge and agree that any reliance you place on the Content or Services is strictly at your own risk.

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.

If you notice any technical issues with the Content or Services, you are encouraged to report it by sending us an email to team@rezonating.app. Upon receipt of your email we will investigate and look to address the issue.

You acknowledge and understand that your access to the Services may on occasion be restricted to allow for maintenance or the introduction of new features, content or versions. We will not be liable to you if

for any reason our Services are unavailable at any time or for any period.

6.2. Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless Cabinit, its affiliates, partners and their respective officers, directors, employees and agents, from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms or your violation of any law or rights of any third-party.

7. Limitation of Liability

7.1. Exclusion of Liability

Cabinit, its affiliates, partners and their respective officers, directors, employees and agents will not be liable to you or any third-party for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, resulting from, or alleged to result from, your access to or use of the Services or Content or any third-party sites or services linked to or from the Services, any User Content submitted by you or any third-party, or any errors or omissions in the Services or Content, even if Cabinit has been advised of the possibility of such damages.

7.2. Limitation of Liability

In no event will the total liability of Cabinit, its affiliates, partners and their respective officers, directors, employees and agents, to you or any third-party, arising out of or in connection with these Terms, your access to and use of the Services and Content, or your interaction with other users of the Services, exceed the greater of fifty dollars ($50) or the amount you have paid to Cabinit in the twelve (12) months immediately preceding the event giving rise to the liability.

7.3. Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

8. Dispute Resolution

8.1. Informal Dispute Resolution

Cabinit wants to address your concerns without needing a formal legal case. Before filing a claim against Cabinit, you agree to try to resolve the dispute informally by contacting support@rezonating.app. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or Cabinit may bring a formal proceeding.

8.2. Governing Law

These Terms and your access to and use of the Services and Content will be governed by and construed and enforced in accordance with the laws of the Province of Alberta, Canada, without regard to conflict of law rules or principles (whether of the Province of Alberta or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

8.3. Jurisdiction

You agree that any action at law or in equity arising out of or relating to these Terms or your access to and use of the Services and Content that is not subject to the Informal Dispute Resolution provision in Clause 8.1, will be filed only in the courts located in the Province of Alberta, Canada, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

8.4. Arbitration Agreement

Any dispute, controversy or claim arising out of or relating to these Terms, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by the Alberta Arbitration and Mediation Society (AAMS) under its Comprehensive Arbitration Rules and Procedures. The place of arbitration will be Calgary, Alberta, Canada. The language of the arbitration will be English.

The award rendered by the arbitrator will include costs of arbitration, reasonable legal fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Clause 8.4 shall preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

8.5. Class Action Waiver

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Cabinit will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding.

9. Termination

9.1. Termination by Cabinit

Cabinit reserves the right to terminate or suspend your account and your access to and use of the Services and Content at any time, with or without cause, and with or without notice, without incurring any liability.

9.2. Termination by You

You may cancel your account and your access to and use of the Services and Content at any time by sending us an email at team@rezonating.app, provided that you have complied with all terms and conditions of these Terms and have paid any outstanding amounts, if applicable.

9.3. Effect of Termination

Upon termination of your account and your access to and use of the Services and Content, you acknowledge and agree that all licences and rights granted to you under these Terms will immediately cease and you must promptly uninstall and delete all copies of the App on your Device.

Cabinit will not be liable to you or any third-party for any termination of your account or your access to and use of the Services and Content, including for any effects of any termination or suspension of your account or your access to and use of the Services and Content, including the deactivation of your account, the deletion of your data or User Content, or the blocking of access to the Services and Content.

9.4. Survival

All provisions of these Terms which by their nature should survive termination, including but not limited to, provisions governing intellectual property, licences, warranty disclaimers, limitations of liability, indemnification and dispute resolution will survive termination and continue in full force and effect.

10. Miscellaneous

10.1. Entire Agreement

These Terms constitute the entire agreement between you and Cabinit with respect to your access to and use of the Services and Content, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

10.2. Waiver

The failure of Cabinit to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Cabinit.

10.3. Severability

If any provision of these Terms is held to be invalid or unenforceable by a court or other tribunal of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.

10.4. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Cabinit’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect

. Cabinit may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

10.5. Notices

Any notices or other communications provided by Cabinit under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services, through the Services, or via email to the email address provided by you when creating an account. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

10.6. Contact

If you have any questions about these Terms, please contact us at team@rezonating.app.

By agreeing to these Terms, you consent to receive notices, disclosures, information, updates, and other communications, including those required by applicable legal and regulatory requirements, electronically from us. You agree that all notices and communications will satisfy any legal requirement that such communications be in writing.