1.1 The following definitions apply:
“Agreement” means an Order Form, these Terms and Conditions and any related orders or agreements referred to herein and in which these terms and conditions are referred to and constitutes the entire understanding between Sonra and Customer with respect to the subject matter of this Agreement and supersedes all prior Agreements, negotiations and discussions between the parties relating to it unless agreed otherwise in writing between the parties;
“Customer”” means the person indicated on an Order Form that Sonra provides the Services to;
“Effective Date” means the date as set out in an Order Form.
“Fees” means the fees for the Services as set out in an Order Form;
“Initial Term” means the initial term of this Agreement as set out in an Order Form.
“Intellectual Property” means patents, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software), secret formulae and processes, other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights” shall be construed accordingly).
“Order Form” means the online form completed by a Customer in respect of the Services;
“Services” means the services and tools made available to Customers through the Website in accordance with this Agreement as set out at www.sonra.io and as may be indicated on the Order Form;
“Sonra” means Sonra Intelligence Limited, a company incorporated in Ireland with registration number 547986 and registered office at 6-9 Trinity Street, Dublin 2, Ireland;
“Terms and Conditions” means these Sonra terms and conditions;
“you” means the Customer;
“your” means the Customer’s;
“Website” means www.sonra.io, any subdomains and related Sonra applications.
2. TERMS AND CONDITIONS
2.1 Please read these terms and conditions carefully (“Terms and Conditions”) before using the Website and Services. By accessing, using or downloading material from the Website and using the Services, you agree to be bound by these Terms and Conditions. You confirm that you are of sufficient age to lawfully use the Website and Services, enter into a contract and to create binding legal obligations for any liability you may incur as a result of your use of the Website and Services. If you do not agree to these Terms and Conditions, please do not use the Website or Services.
2.2 A hyperlink to these terms and conditions is prominently displayed in the Account Settings of the application. A further link is provided immediately prior to registration.
2.5 When you use the Services or send e-mails to us, you are communicating with us electronically. We will communicate with you by e-mail or by posting notices on the Website. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.
3.1 To use some of the Services or features on the Website, you will need to register and provide various personal details. As part of the registration process you will create a user name and password. Your user name will be your e-mail address. You must ensure that you keep your User name and password in a safe and secure place and that you do not disclose them to anyone as you will be fully responsible for all activities which occur under your user name and password. Furthermore you acknowledge that sharing user licences will be deemed as a material breach of this Agreement which is not capable of remedy.
3.2 You agree to provide accurate and complete information when you register with, and as you use, the Services (“Registration Data”) in order to allow Sonra to provide the Services and retain records relating to same and to this end, you agree to update your Registration Data to keep it accurate and complete. You agree that Sonra may store and use the Registration Data you provide for use in maintaining and billing payment to your account.
3.3 It is your responsibility to immediately notify us of any unauthorised use of your user name and password or any other breach of security as soon as you become aware of it.
4.1 Payments shall be in accordance with any Order Forms agreed between Sonra and Customer. Payments are non-refundable unless otherwise agreed.
4.2 Prices for the Services may change at any time, and we do not provide price protection or refunds in the event of a price reduction or promotional offering.
5. SUPPORT AND MAINTENANCE
5.1 If indicated on an Order Form as being part of the Services to be provided, Customers may contact Sonra for support in relation to the Services by contacting [email protected]. From time to time it may be necessary for Sonra to complete maintenance on the Website. If the maintenance is likely to result in unavailability of the Services, then Sonra will endeavour to advise Customers in advance. Unscheduled maintenance in respect of a significant event may be required to be performed at any time without notice.
6. TERMINATION POLICY
6.1 We reserve the right in our sole discretion but acting reasonably and at any time to terminate or suspend your access to the Services and/or block your access to the Website for any reason including, without limitation if you have failed to comply with these Terms and Conditions. You agree that Sonra shall not be liable to you or any third party for any termination or suspension of your account or for blocking your access to the Website.
6.2 Any suspension or termination shall not affect your obligations to us under these Terms and Conditions and shall be without prejudice to any accrued rights of either Party or amounts payable in respect of the Fees. The provisions of these Terms and Conditions which by their nature should survive the suspension or termination shall survive including, but not limited to indemnities, releases, disclaimers, limitations on liability, choice of law, and all of the miscellaneous provisions in section 14.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Website contains information, including, without limitation, all text, graphics, photographs, graphs, designs, sounds, data, images, audio, video, page layouts and headers, software (including HTML and other scripts), buttons, and other icons, trademarks and the arrangement and compilation of this information (collectively, the “Information”) that is either owned or licensed by Sonra.
7.2 You acknowledge and agree that Sonra and/or its licensors own all Information and Intellectual Property Rights in the Website and Services. Except as expressly stated herein, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Website and Services. To the extent that any modifications or improvements to the Website and Services are carried out under or in connection with this Agreement, whether by Sonra alone or jointly with you, and whether based on your ideas or suggestions from, all Intellectual Property Rights to such underlying ideas and in any resulting improvement or modifications shall be assigned to and shall vest with and be solely owned by Sonra and/or its licensors.
7.3 The Information may not be transferred, shared with or disseminated with anyone for any purpose that is inconsistent with the purpose of the Website or to facilitate unfair competition with the Website, or for any purpose that is inappropriate or unlawful under Irish law and international law.
7.4 If you post content or submit material on the Website, and unless otherwise indicated, you grant us a non-exclusive, royalty-free and fully sub-licensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the content throughout the world in any media.
8.1 Sonra grants you a limited, revocable, non-exclusive and non-transferable right to access the Website and use the Services, subject to the these Terms and Conditions. The Website and Services are made available for personal use and you are not permitted to change, transfer, copy, store, publish, rent, licence, sell, distribute or create derivative works in any way any of these Sonra Intellectual Property Rights.
8.2 Unless separately and specifically authorised in writing by Sonra, you may not rent, lease, sublicence, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the Website, any part thereof, or any of the Information received or accessed therefrom to or through any other person or entity.
8.3 Furthermore, except as expressly permitted in these terms, you may not: (i) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or Information; (ii) circumvent, disable or otherwise interfere with security-related features of the Website; (iii) use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website or Information for any purpose without our express written permission; (iv) collect or harvest any personal data or personally identifiable information from the Website including, without limitation, user names, passwords, email addresses; (v) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same; (vi) decompile, reverse engineer, or disassemble any portion of the Website; (vii) use network-monitoring software to determine architecture of or extract usage data from the Website; (viii) encourage conduct that violates any local, state, federal law or international law, impersonate others, use a false email address, or misrepresent your affiliation with others; (ix) violate export laws, including, without limitation, engage in any conduct that restricts or inhibits any other user from using or enjoying the Website; or (xi) solicit other users to join or become members of any commercial online service or other organization without our prior written approval.
8.4 You agree to use the Website for lawful purposes only. When using the Website, you agree to comply with all applicable federal, state, and local laws, including, without limitation, copyright law. You agree not to post or transmit any information through the Website which (a) infringes the rights of others or violates their privacy or publicity rights, (ii) is unlawful, threatening, abusive, defamatory, libellous, vulgar, obscene, profane, indecent or otherwise objectionable, (c) is protected by copyright, trademark or other proprietary right without express written permission of the owner of such right, (d) contains unauthorised or malicious software such as viruses. You shall be solely liable for any damages resulting from your infringement of any copyright, trademark or other proprietary right, or any other harm caused by your use of the Website or Information.
You agree to indemnify and hold Sonra, its subsidiaries, officers, agents, employees and other partners, harmless from any loss, liability, costs, claim or demand, (including any professional fees incurred in connection therewith), due to or arising out of your use of the Website or breach of the Agreement.
10. LIMITATION OF LIABILITY
10.1 Nothing in this Agreement limits or excludes liability of either party in respect of any claims for death or personal injury caused by negligence, fraud or any other liability which cannot be excluded or limited by law.
10.2 To the maximum extent permitted by applicable law, Sonra will not have any liability to you for any lost profits, loss of business, loss of data, loss of use, loss of goodwill, or for any indirect, special, incidental, punitive, or consequential damages of any kind however caused and under any theory of liability whether or not Sonra has been advised of the possibility of such.
10.3 Subject to sections 10.1 and 10.2, in no event whatsoever shall the aggregate liability of Sonra, whether arising for breach of contract (including under any indemnity), misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty, warranty, strict liability or any other legal theory howsoever arising, under or in connection with this Agreement exceed 100% of the payments made by you in the month preceding the event giving rise to the claim.
11.1 Use of the Services requires; (i) compatible devices, (ii) internet access, (iii) certain software (for which fees may apply), (iv) may require periodic updates, and (v) may be affected by the performance of these factors. High speed internet access is strongly recommended. The latest version of required software is recommended to access the Services and may be required for certain transactions or features. You agree that meeting these requirements, which may change from time to time, is your responsibility. The Services are not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Services.
11.2 You acknowledge and agree that no warranties of any kind are made with respect to the Website, Services or Information and you acknowledge that the Website and Information are provided to you on an “as is, with all faults” basis. All warranties express or implied, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including those of non-infringement, merchantability and fitness for a particular purpose, all are, to the fullest extent permitted by applicable law, are hereby disclaimed and excluded by Sonra from this Agreement.
11.3 Certain Services may include materials from third parties. Sonra may provide links to third-party websites as a convenience to you. You agree that Sonra is not responsible for examining or evaluating the content or accuracy and Sonra does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Sonra is not in any way responsible for any such use by you.
11.4 Sonra does not guarantee, represent or warrant that your use of the Services will be uninterrupted or error-free and you agree that from time to time Sonra may remove the Services for indefinite periods of time, or cancel the Services at any time, without notice to you. No warranty is made that the Services will meet Customer’s requirements.
12.2 Sonra shall use reasonable efforts to protect information (excluding any personal data) submitted by you in connection with the Services, but you agree that your submission of such information is at your sole risk and Sonra hereby disclaims any and all liability to you for any loss or liability relating to such information in any way. You are advised to safeguard important data, to use caution and to not rely in any way on the correct functioning or performance of the Services in respect of such data.
13.1 Each party agrees and undertakes that during the term of this Agreement and thereafter it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other party disclose to any third party, all information of a confidential nature (including, without limitation, information relating to a party’s products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets and information of commercial value) which may become known to that party from the other party (Confidential Information), unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.
13.2 To the extent necessary to implement the provisions of this Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.
14.1 The failure or delay by Sonra to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at time or times thereafter.
14.2 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14.3 Unless otherwise expressly provided, no provision of this Agreement is intended or shall be construed to confer upon or give to any person or entity other than Sonra and you any rights, remedies or other benefits under or by reason of this Agreement
14.4 The headings used in these Terms and Conditions are for convenience only and shall not affect the meaning or scope of these Terms and Conditions or otherwise be given other legal effect.
14.5 You agree that Sonra shall carry no responsibility for non-fulfilment or delayed fulfilment of the Services owing to a force majeure event, including but not limited to, war, acts of terrorism, riots, civil unrest, intervention by government or public authorizes, fire, strike or lock-out, export and/or import bans, failure in telecommunications services and networks, shortage of labour, fuel or power, pandemic, epidemic or any other cause beyond the control of us which may delay or impede the Services.
14.6 You agree that no joint venture, partnership, employment, or agency relationship exists between you and Sonra as a result of these terms and conditions or your use of this Website.
14.7 These Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland. You hereby agree that the courts of Ireland shall have exclusive jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with these Terms and Conditions and/or services and for such purposes irrevocably submits to the jurisdiction of such courts.