Last Modified on October 26, 2018
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
You must agree to this ToU in order to use the Site and/or the Service. BY AGREEING TO THESE TERMS (INCLUDING BY A CLICK-THROUGH OR OTHER AGREEMENT), YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS TOU AND AGREE TO ALL OF ITS RESPECTIVE TERMS AND CONDITIONS. Also, by agreeing to this ToU (including by a click-through or other agreement), you are waiving, to the extent permitted under applicable law, any rights or legal requirements that require an original (non-electronic) signature or the delivery or retention of non-electronic records in order for a contract to be legally binding. If you use any aspect of the Service or click to accept or agree to this ToU if presented to you in a user interface on the Site, we will understand this as your acceptance of this ToU and your agreement to all of its terms and conditions. By accepting this ToU or using any aspect of the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use any aspect of the Service.
BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. With limited exceptions, YOU AGREE TO WAIVE YOUR RIGHT TO GO TO COURT and that all disputes between you and SonicSensory. arising out of or relating to this ToU or any aspect of the Service will be resolved by BINDING ARBITRATION. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please see the section below entitled "Binding Arbitration" for more details regarding your obligation to resolve any disputes in arbitration.
SonicSensory may update this ToU at any time, and SonicSensory will post the updated version of this ToU on the Site. You understand and agree that you will be deemed to have accepted the updated ToU if you use any aspect of the Service after the updated ToU is posted. If at any point you do not agree to any portion of this ToU then in effect, you must immediately stop using the Service. If SonicSensory makes any material change to this ToU, we will make reasonable efforts to notify you of the change, such as by sending an email to any address you used to register. Disputes arising under this ToU will be resolved in accordance with the version of the ToU in place at the time the dispute arose. We encourage you to review this ToU frequently to stay informed of the latest modifications.
You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Service. You acknowledge and agree that SonicSensory may make changes to any aspect of the Service at any time without notifying you in advance.
SonicSensory reserves the right to deny service to any person or entity at SonicSensory's sole and absolute discretion. You acknowledge and agree that SonicSensory may stop providing any aspect of the Service or restrict your use of the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToU or if SonicSensory suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If SonicSensory disables your access, you may be prevented from accessing the Service.
You do not need to create an account to visit the Site or use the Service, however you agree that any information that you submit to SonicSensory will be correct, accurate and current.
SonicSensory reserves the right to request additional information from you if we have reason to believe, in our sole discretion that a payment method may be fraudulent.
SonicSensory may at any time terminate your access if:
a. SonicSensory determines that you are (i) in breach of or otherwise acting inconsistently with this ToU or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to SonicSensory;
b. SonicSensory determines it is required by law to terminate your access; or
c. SonicSensory decides to stop providing the Service or critical portions of the Service.
Subject to the terms and conditions of this ToU, SonicSensory hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to use the Service solely in accordance with this ToU and any rules, restrictions or documentation set forth by SonicSensory from time to time. SonicSensory reserves all rights not expressly granted to you. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Service. SonicSensory reserves the right to add or remove information, content or Services from the Site at any time at its sole discretion.
In connection with the Service, you may access the Site on one or more mobile devices that you own or control and that meet the minimum specifications provided by SonicSensory.
You acknowledge and agree that SonicSensory may update the Service from time to time with or without notifying you and may add or remove features or functions to the Service at any time in its sole discretion. You acknowledge and agree that SonicSensory has no obligation to make the Service available to you, make any subsequent versions of the Site available to you or to continue to support the Service in any way. You acknowledge that your access to the Service may not be continuous, features may change during your use of the Service, and SonicSensory may terminate your access to the Service or stop offering the Service at any time.
You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers) and you agree to comply with the instructions contained in any robots.txt file present on the Site or the Service.
You agree that you will not, in connection with your use of the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
You may not connect to or use the Service in any way that is not expressly permitted by this ToU.
a. Without limiting the generality of the foregoing, you agree that you will not: (i) remove any trademarks, copyright notices, proprietary notices or any other notice contained in any content, materials, or individual elements provided on or through the Site or from the Service; (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, overcoming any encryption technology or security measures or hacking of the Site or the Service; (iii) make any commercial use, sell, assign, rent, lease, act as a service bureau, or in any way exploit any content, materials, or individual elements provided on or through the Service without SonicSensory's prior consent; (iv) grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of SonicSensory; or (v) make any false, misleading or deceptive statement or representation regarding SonicSensory or the Service.
b. Without limiting the generality of the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Service (or any servers, systems or networks connected to the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Service or any other person's or entity's use of the Service (or any servers, systems or networks connected to the Service); (ii) attempt to gain unauthorized access to the Site, the Service, user information, or any servers, systems or networks connected to the Service; (iii) use the Service for any commercial purpose unless consistent with this ToU and the intended use of the same, or for the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Service, unless you are specifically authorized to do so in a separate written agreement with SonicSensory; (iv) use the Service to develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; (iv) use the Service to perform any unsolicited commercial communication not permitted by applicable law; or (v) use the Service to engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person's identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.
c. Without limiting the generality of the foregoing, you agree that you will not use the Service for any other unlawful, prohibited, abnormal or unusual activity as determined by SonicSensory in its sole discretion.
You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, mobile phone numbers, email addresses of other users or other data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, any aspect of the Service.
You acknowledge and agree that you are solely responsible, and SonicSensory has no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach. SonicSensory may at its option, terminate its relationship with you, or may suspend your access immediately if it determines you are using the Service contrary to the restrictions found in this Section 5 or any other terms of this ToU.
Unless otherwise set forth in a written agreement between you and SonicSensory you must adhere to SonicSensory linking policy as follows: (a) the appearance, position and other aspects of any link to the Service may not be such as to damage or dilute the goodwill associated with SonicSensory or its licensors' names and trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with SonicSensory and (c) when selected by a User, the link to the Site must display the Site on full-screen and not within a "frame" on the linking website. SonicSensory reserves the right to revoke its consent to the link at any time and in its sole discretion.
The SonicSensory name and logo are trademarks and service marks of SonicSensory. Unless permitted in a separate written agreement with SonicSensory you do not have the right to use any of SonicSensory's trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
You acknowledge and agree that SonicSensory, or its licensors, owns all right, title and interest in and to the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that SonicSensory has designated as confidential and you agree not to disclose such information without SonicSensory's prior written consent.
SonicSensory respects the intellectual property rights of others and requires that people who use the Service do the same. SonicSensory maintains a policy of terminating users of the Service who engage in repeated infringing conduct. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
Copyright Agent: Legal Department
1163 Logan Street
Los Angeles, CA 90026
You may choose to, or SonicSensory may invite you to submit comments, bug reports, ideas or other feedback about the Site and/or the Service ("Feedback") to email@example.com. By submitting Feedback, you agree that SonicSensory is free to use such Feedback at its discretion without any obligation to you. SonicSensory may also choose to disclose Feedback to third parties. You hereby grant SonicSensory a royalty free, perpetual, irrevocable, transferable, sublicensable, worldwide, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
The Service is operated by SonicSensory in the United States. If you choose to access the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.
The Service is not directed toward children under 13 years of age, and SonicSensory does not knowingly collect information from children under the age of 13 or allow them to have access to the Service. If you are under the age of 13, please do not submit any personal information about yourself to SonicSensory.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SONICSENSORY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
SONICSENSORY MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SERVICE.
SONICSENSORY DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SONICSENSORY AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE " RELATED PARTIES") SHALL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:
a. ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF SONICSENSORY OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
c. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE.
WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF SONICSENSORY OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of SonicSensory and the Related Parties shall be limited to the fullest extent permitted by law.
You agree to defend, indemnify and hold SonicSensory and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys' fees, resulting from or arising out of (a) your use of the Service or (b) your breach of this ToU or any other policies that SonicSensory may issue for the Service from time to time.
This ToU is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and SonicSensory agree that, except as otherwise provided in Section 16 below, the state and federal courts located in Los Angeles, CA will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, SonicSensory shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
You and SonicSensory agree that, except as provided in Section 16.4 below, all disputes, controversies and claims related to this ToU (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the " JAMS Rules") and under the terms set forth in this ToU. In the event of a conflict between the terms set forth in this Section 16 and the JAMS Rules, the terms in this Section 16 will control and prevail.
Except as otherwise set forth in Section 16.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and SonicSensory will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this ToU, (a) you and SonicSensory may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator's decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
The arbitration will take place in Los Angeles, CA, unless the parties agree to video, phone or internet connection appearances.
You and SonicSensory agree that any arbitration shall be limited to the Claim between SonicSensory and you individually. YOU AND SONICSENSORY AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
. You and SonicSensory agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of SonicSensory intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction in lieu of arbitration.
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
You and SonicSensory agree that if any portion of this Section 16 is found illegal or unenforceable (except any portion of Section 16.4), that portion shall be severed, and the remainder of the section shall be given full force and effect. If Section 16.4 is found to be illegal or unenforceable then neither you nor SonicSensory will elect to arbitrate any Claim falling within that portion of Section 16.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within Los Angeles, CA, United States of America, and you and SonicSensory agree to submit to the personal jurisdiction of that court.
This Section 16 shall survive any termination of your relationship with SonicSensory.
This ToU may only be revised in a writing signed by SonicSensory or published by SonicSensory on the Site.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and SonicSensory as a result of this ToU or your use of the Service.
SonicSensory may assign its rights under this ToU to any person or entity without your consent. The rights granted to you under this ToU may not be assigned without SonicSensory's prior written consent, and any attempted unauthorized assignment by you shall be null and void.
If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.
In the event any litigation or arbitration is brought by either party in connection with this ToU, except as otherwise provided in Section 16.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by SonicSensory of any provision, condition or requirement of this ToU shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
All notices given by you or required under this ToU shall be in writing and sent to firstname.lastname@example.org
You must comply with all export laws and regulations of the United States or any other country (" Export Controls") and you shall not export, direct or transfer any portion of the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by applicable Export Controls.
You acknowledge and agree that SonicSensory would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.
This ToU, including the documents referenced in this ToU, constitutes the entire agreement between you and SonicSensory with respect to the Service and supersedes any and all prior agreements between you and SonicSensory relating to the Service.