Terms of Service

The deal between you and the operator of the beta. · Beta. Operated by pending registration.

This is a calculator, not an adviser. Read the full disclaimer.

1. Who We Are and This Agreement

These Terms of Service ("Terms") form a binding legal agreement between you ("you" or "user") and pending registration.

The legal operator of this service is currently designated as pending registration. This name is a placeholder that prints as "pending registration" because the business entity is currently in the process of formal registration. The service is operated by a sole proprietor based in Toronto, Ontario, Canada.

These Terms govern your access to and use of the software product operating under the working name "Resonate Invoicing" (referred to in these Terms as "Resonate" or the "Service"), accessible at resonatedemo.ca. By creating an account or using Resonate, you agree to follow and be bound by these Terms. If you do not agree, do not register for or use the Service.

2. Beta Status

Resonate is currently in a pre-launch beta phase.

Because the Service is in beta:

Features, interfaces, workflows, and functionality may change, be paused, or be removed at any time.
We do not offer or commit to a formal uptime Service Level Agreement (SLA). The Service may experience unexpected interruptions, bugs, or downtime.
You can export your data at any time using the built-in export tools.
If we decide to discontinue or permanently shut down the beta, we will provide you with reasonable advance notice by email so you have time to export all your records.

3. Your Account

To use Resonate, you must register for an account. You agree to the following rules regarding your account:

One person per account: Each account is meant for an individual technician or operator. You must not share your login credentials across multiple individuals.
Accurate information: You must provide accurate, current, and complete information during registration and keep your account details up to date.
Security: Resonate uses Authentik, a self-hosted identity provider, to handle authentication. You are responsible for maintaining the confidentiality of your login credentials and for using a strong, unique password.
Account activity: You are fully responsible for all activity that occurs under your account, including any actions taken by anyone you permit to access your account or workspace.

4. What the Service Does and Professional Advice Disclaimer

Resonate is designed specifically for film and audio-visual (AV) crew members and technicians. The Service allows you to turn weekly cost sheets, day rates, overtime calculations, gear rentals, and applicable Harmonized Sales Tax (HST) into professional invoices for your clients.

Important Legal and Professional Disclaimer:

Resonate is a record-keeping and invoice-generation tool. It is not a substitute for professional legal, tax, payroll, or accounting advice.
The Service does not determine whether you are an independent contractor or an employee, how your union collective agreement applies to a job, or your exact tax liability.
You are solely responsible for ensuring that your invoices comply with your contracts, your union or guild agreements, and Canada Revenue Agency (CRA) requirements.
For complete details on what the tool does and does not provide, please review our full disclaimer at /legal/not-advice.

5. Your Content and Your Clients' Data

You retain full ownership of all data, client details, line items, project descriptions, and documents that you upload, enter, or generate through Resonate ("Your Content").

Limited licence to operate: You grant us a limited, worldwide, non-exclusive, royalty-free licence to host, store, copy, back up, and process Your Content strictly to the extent necessary to provide, maintain, and support the Service.
No data training: We do not use Your Content or your clients' data to train machine learning or artificial intelligence models.
No data sales: We do not sell, rent, or monetize your data or your clients' personal information.
Privacy and isolation: All production data is hosted on a self-hosted Proxmox environment physically located in Ontario, Canada, with object storage managed on MinIO and encrypted offsite backups kept within Canada. Tenant isolation is enforced at the database level. For information on how personal information is handled under the Personal Information Protection and Electronic Documents Act (PIPEDA), see our Privacy Policy.

6. Fees, Trials, and Payment Processing

Subscription pricing: Resonate offers a single subscription plan priced at CAD $20 per month.
Free trial and beta access: Resonate offers a 30-day free trial. Beta spots are provided at no charge during the active beta testing period.
No surprise charges: We will never charge your payment method without an active paid subscription and a payment card on file.
Price changes: We will provide at least 30 days' advance notice before any price increase takes effect. Price changes will never be applied retroactively. If you do not accept the new price, you may cancel your subscription before the change takes effect.
Payment processor: All subscription card processing is handled by Helcim Inc., a Canadian payment processor based in Calgary, Alberta. Resonate does not process, store, or transmit your credit card details; all payment entry is handled directly through Helcim's hosted checkout.
Client invoicing payments: Resonate does not currently collect or process invoice payments from your clients; that feature is not yet built. When payment acceptance features become available in a future phase, payments will settle directly into your own merchant account with Helcim. Resonate does not hold, manage, or transfer your clients' money, and we charge nothing on top of Helcim's standard payment processing fees.
Refunds: For terms regarding subscription cancellations and refund eligibility, please review /legal/refund.

7. Acceptable Use

You must use Resonate lawfully and respectfully. Our full Acceptable Use Policy is located at /legal/aup. In particular, you must never:

Use the Service for any unlawful, fraudulent, or deceptive purpose.
Attempt to access, tamper with, or view data belonging to another account or tenant.
Circumvent or test our security controls, authentication mechanisms, or database isolation boundaries.
Scrape data, crawl, or impose unreasonable or disproportionately large loads on our infrastructure or rate limits.
Send unsolicited bulk communications or use purchased, scraped, or rented email lists through our transactional email system (powered by Resend). You may only send invoices and estimates to clients with whom you have an established business relationship or valid consent.

8. Availability and Service Changes

Resonate is provided in beta without a formal uptime commitment or SLA.

Maintenance: We may perform routine maintenance, updates, or emergency repairs that cause temporary service interruptions. We will try to schedule non-emergency maintenance during low-traffic periods.
Feature changes: We may modify, replace, or sunset features at any time to improve the Service or adapt to technical constraints.
Notice of material changes: If we make a material adverse change that significantly degrades core invoice-generation functionality, we will provide advance notice through the Service or by email.

9. Suspension and Termination

Termination by you: You may cancel your account at any time through your account settings. Upon cancellation, you will retain access to the Service until the end of your current paid billing period. Following that period, your account enters a 30-day read-only grace period.
Suspension or termination by us: We may suspend or terminate your access immediately if:
You fail to pay applicable subscription fees when due;
You breach these Terms or our Acceptable Use Policy;
Your use poses an immediate security, operational, or legal risk to the Service or other users; or
We are required to do so by a court order or lawful governmental authority.

Unless an emergency or legal obligation prevents it, we will give you notice before suspending or terminating your account.

Data export and deletion: You can export your data at any time. Before your account data is permanently purged, we offer a complete export containing your invoices, receipts, project records, and cost sheets in CSV, PDF, and machine-readable JSON formats. After the 30-day read-only period following cancellation or termination, your data will be queued for permanent deletion from active databases and subsequent removal from rotating encrypted backups.

10. Disclaimers

Except as expressly stated in these Terms, Resonate is provided on an "as is" and "as available" basis, without warranties, representations, or conditions of any kind, whether express, implied, statutory, or collateral.

To the fullest extent permitted by applicable Ontario and Canadian law, pending registration disclaims all warranties, including:

Any implied warranties of merchantability, fitness for a particular purpose, durability, or non-infringement.
Any guarantee that the Service will be uninterrupted, error-free, timely, or completely secure.
Any guarantee that an invoice generated by Resonate meets the formal legal, payroll, or tax requirements of any specific production contract, collective bargaining agreement, or government authority.

You are solely responsible for verifying the accuracy of all numbers, day rates, overtime multipliers, kit fees, and HST calculations before sending an invoice to your clients.

11. Limitation of Liability

To the maximum extent permitted under applicable law in Ontario:

Indirect damages excluded: In no event will pending registration be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, data, business opportunities, goodwill, or production time, arising out of or related to your use of or inability to use Resonate.
Liability cap: The total cumulative liability of pending registration for all claims arising out of or relating to these Terms or the Service—whether in contract, tort (including negligence), statute, or otherwise—will not exceed the greater of:

The total fees paid by you to Resonate in the twelve (12) months immediately preceding the event giving rise to liability; or
One hundred Canadian dollars (CAD $100.00) during the beta period.

Non-excludable statutory protections: Nothing in these Terms limits or excludes liability for gross negligence, wilful misconduct, fraud, or any statutory consumer rights that cannot be waived or excluded under Ontario law.

12. Indemnification

Indemnity by you: You agree to defend, indemnify, and hold harmless pending registration from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable legal fees) arising from:
Your Content or your client records;
The accuracy, validity, or collection of the invoices you issue to your clients; or
Your violation of these Terms or applicable law.
Indemnity by us: We agree to defend, indemnify, and hold you harmless from and against any third-party claims, damages, or costs (including reasonable legal fees) to the extent directly caused by our gross negligence, wilful misconduct, or an adjudication that the underlying Resonate software infringes a third party's valid Canadian intellectual property right, provided that you notify us promptly in writing and grant us control over the defense and settlement of the claim.

13. Governing Law and Forum

These Terms and any disputes arising out of or related to them will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Subject to applicable law, any legal suit, action, or proceeding arising out of or relating to these Terms or the Service must be instituted exclusively in the courts of the Province of Ontario located in the City of Toronto. Both parties irrevocably submit to the exclusive jurisdiction of these courts.

Consumer Notice: Resonate is built and marketed as a business-to-business tool for commercial use by independent technicians, contractors, and crew members. However, to the extent that any applicable consumer protection legislation applies and cannot be excluded by agreement, nothing in these Terms deprives you of mandatory consumer protections or prevents you from bringing an action in your local jurisdiction as provided by applicable consumer law.

14. Changes to These Terms

We may update these Terms periodically as the Service grows or as legal requirements change. When we make updates:

We will update the date of these Terms and post the revised version on the Service.
If a change is material, we will provide at least 30 days' advance notice by email or by placing a prominent notice within your account dashboard.
If you do not agree to the updated Terms, you may cancel your account before the updated Terms become effective. Your continued use of Resonate after the effective date constitutes your acceptance of the revised Terms.

15. Contact

If you have questions, concerns, or notices regarding these Terms, please contact us by email:

General support and business inquiries: [email protected]
Privacy inquiries and data requests: [email protected]