Licensed Software and Services End User Software License Agreement and Terms of Service
1. General Scope of License.
1.1 SONIFI Solutions, Inc. (“SONIFI”, “us”, “we”) grants you a revocable, non-exclusive, non-transferrable, non-sublicensable, limited right to download, install and/or use the Licensed Software solely for purposes of accessing and using the Services via your computer, telephone or customer device, or a computer, telephone or customer device controlled by you (each, a “Customer Device”) strictly in accordance with the terms and conditions of this License and the applicable Usage Rules. The Licensed Software and Services accompanying this License are licensed, not sold, to you by for use strictly in accordance with the terms and conditions of this License and the applicable usage rules established by any third-party Customer Device platform, third-party software licensor, or third-party service provider that relate to your Customer Device(s) (“Usage Rules”), which are incorporated herein by reference. It is your responsibility to determine what Usage Rules apply to your use of the Licensed Software and Services, as they may be applicable to you depending on (i) your Customer Device, (ii) the method by which you access and use the Licensed Software, and (iii) the third party from whom you downloaded the Licensed Software or accessed the preloaded Licensed Software.
1.2 The term “Licensed Software and Services” (collectively, the “Services”) shall refer to and consist of the following: (i) the Licensed Software accompanying this License, together with various other SONIFI-powered features and functions, and certain third-party integrated Customer Device software applications, together with any software code, scripts, interfaces, graphics, displays, text, documentation and other components; (ii) any updates, modifications, bug fixes, patches, error corrections or enhancements to the items listed in subsection (i); and (iii) any of the Internet-based, interactive information services, general and personalized content, and interactive tools provided by SONIFI that may be used or accessible by means of the Licensed Software accompanying this License.
1.3 As part of the Services, we may use proprietary and authorized third-party information, listings, text, advertisements, photographs, designs, graphics, images, sound and video recordings, animation and other material and effects (which we collectively call the “Material”) available by means of the Services solely for your personal and non-commercial purposes on one or more Internet-capable Customer Devices that you own or control. You may not use or access the Licensed Software or Services on any device that you do not own or control, and you may not distribute or make the Licensed Software or Services available over a network where it can be used by multiple devices at the same time. Material obtained by means of the Services may be used for individual informational purposes only.
1.4 By using the Services you are representing that you are of legal age (18 years and over) and of legal competence to enter into a binding agreement with SONIFI and are not otherwise prohibited from using or receiving the Services pursuant to any applicable Usage Rules and/or the laws of the local, state, provincial, or national jurisdiction from which you are accessing or using the Services. If you are not able to make the representations in the preceding sentence, you are prohibited from accepting this License and using the Services, however, any unauthorized use of the Services by you shall be subject to this License until your unauthorized usage terminates. By using the Services on behalf of any third party you are representing to us that you are an authorized representative of that third party and that your use of the Services represents their acceptance of the License.
1.5 We recommend that you retain a copy of this License and the applicable Usage Rules in either electronic or tangible format for your subsequent reference. You can access a Web-based version of this License by visiting http://www.sonifi.com/termsofservice.
1.6 SONIFI does not represent or warrant that the Services will be compatible or interoperable with your Customer Device(s) or any other piece of hardware, software, equipment, or device installed on or used in connection with your Customer Device(s). You acknowledge and agree that SONIFI and its affiliates, partners, suppliers and licensors shall have no liability to you for any losses or damages of any kind or amount suffered resulting from or arising in connection with compatibility or interoperability problems.
1.7 You acknowledge that you are responsible for addressing any third-party claims relating to your use or possession of the Services and agree to notify SONIFI promptly of any third-party claims relating to the Services of which you become aware. Furthermore, you hereby release SONIFI from any liability resulting from your use or possession of the Services, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; (iii) any claim arising under consumer protection or similar legislation; and (iv) any claim the Material, Services or Licensed Software infringe or misappropriate the intellectual property of a third-party.
1.8 You acknowledge that SONIFI may from time-to-time issue upgraded or corrected versions of the Services, may add or delete particular functions or features, and may automatically electronically upgrade or correct the version of the Licensed Software that you are using or accessing on your Customer Device(s). You consent to such automatic upgrades, additions, deletions, or corrections and agree that this License will apply to all such upgrades, additions, deletions, or corrections.
1.9 From time -to-time and without prior notice to you, we may change, expand and improve the Services. We may also, at any time, cease to continue operating part or all of the Services or selectively disable certain aspects of the Services or portions of the Services accessible by the Licensed Software. Any modification or elimination of the Services will be done in our sole and absolute discretion and without an ongoing obligation or liability to you. Your use of the Services does not entitle you to the continued provision or availability of the Services.
2. Your Use of the Licensed Software and Restrictions on License.
2.1 You shall not: (i) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Licensed Software; (ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Licensed Software; (iii) violate any applicable laws, rules or regulations in connection with your access or use of the Services; (iv) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of SONIFI or its affiliates, partners, suppliers or the licensors of the Services or otherwise obscure or modify the any manner in which the Services are displayed by means of the Licensed Software; (v) use the Services for data mining, scraping, crawling, redirecting, or compiling a collection of listings or data for any purpose; (vi) use the Services to send automated queries or to send any unsolicited commercial e-mail; (vii) use the Services to attempt to interfere with the proper functioning and display of or the proper operation and usage of the Services or the SONIFI Websites by any other authorized users and third parties; or (viii) use any proprietary information or interfaces of the Services or other intellectual property for any reason. You agree that you will not copy, reproduce, alter, modify, create derivative works from, rent, lease, loan, sell, distribute, or publicly display any of the Material (except for your own personal, non-commercial use) accessed by the Services without the prior written consent of SONIFI.
2.2 Some or all of the Services may be provided by an affiliate or subsidiary of SONIFI or a third party, and you may be subject to both this License and the terms of service of that third party. Certain portions of the Services may utilize or include third party software that is subject to third party license terms (“Third-Party Software”). You acknowledge and agree that your right to use such Third-Party Software as part of, or in connection with, any Licensed Software, Materials or Service is subject to and governed by the terms and conditions of the third-party license applicable to such Third-Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such third-party licenses with regard to your use of the relevant Third-Party Software, the terms of the third-party licenses shall control.
2.3 You may not use or otherwise export or re-export the Services, Material or Licensed Software except as authorized by United States law and the laws of the jurisdiction(s) in which any Services were obtained. You represent and warrant that you are not (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist sponsoring” country, or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also agree that you will not use the Services, Material or Licensed Software for any purposes prohibited by United States law.
2.4 You acknowledge and understand that certain Services may require and utilize phone service, data access or text messaging capability. Except as otherwise noted as part of the Services, SONIFI does not charge for the use of or access to the Services, but carrier rates for phone, data and text messaging may apply and you are responsible for any such charges. You warrant to SONIFI that you are authorized to approve and accept fees for the Customer Device(s) through which you register and/or access or use the Licensed Software and Services. In no event will SONIFI be responsible for fees incurred by you, or any user of your Customer Device(s). SONIFI recommends that the Licensed Software and Services be used in conjunction with an unlimited data plan. You may incur substantial data charges should you decide to use the Licensed Software and Services without an unlimited data plan. In addition, your use of the Licensed Software and Services outside of your home plan area may result in roaming charges. Under no circumstances shall SONIFI be liable for any charges billed for Internet access, Internet data transfer costs, cellular data plans, roaming or other charges.
2.5 The functional use of the Services may be dependent on the data related to your geographic location and geopositional data, and you acknowledge and agree that your failure to provide (or make accessible) that data may limit the functionality of the Services. SONIFI makes no warranty with respect to the accuracy or completeness of Services provided to you in reliance on location and geopositional data provided by you, the Licensed Software or via your Customer Device(s).
2.8 You are under no obligation to use or continue to use the Services and may temporarily or permanently cease use of the Services without notice to SONIFI.
2.9 When using the Services, you shall: (i) observe all traffic laws and otherwise drive safely; (ii) use your own personal judgment while driving, and if you feel that any directions or route suggested by the Services instructs you to perform an unsafe or illegal maneuver, places you in an unsafe situation, or directs you into an area that you consider to be unsafe, then you will not follow such suggested directions or route; (iii) not input destinations, or otherwise interact with the Licensed Software or Services, unless your vehicle is stationary and legally parked; (iv) not use the Services for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this License; and (v) arrange all wireless devices and cables necessary for use of the Services or Customer Devices in a secure manner in your vehicle so that they will not interfere with your driving and will not prevent the operation of any safety device (such as an airbag).
2.10 You agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other person or entity, and that SONIFI is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services. In addition, Third-Party Provider Content and Services, Material and other information that may be accessed from, displayed on, or linked to or from your Customer Device(s) may not be available in all languages or in all countries. SONIFI makes no representation that such Third-Party Provider Content and Services, Material or other information is appropriate or available for use in any particular location. To the extent you choose to access the Services (including any Third-Party Provider Content and Services or Material available from or through the Services), you do so at your own initiative and are responsible for compliance with any applicable laws and regulations, including but not limited to local laws.
3.1 Certain personal information and other information provided by you in the use of the Services may be stored on your Customer Device(s) even if such information is not collected by SONIFI. It is your responsibility to maintain the security of your Customer Device(s) from unauthorized access.
3.3 As indicated in this License, the Services are designed for adults of legal age (18 years and over) and access to content provided by advertisers or other third parties may not be suitable for children. SONIFI does not knowingly collect personal information from children through the Services.
4. Term and Termination.
This License is effective until terminated by you or SONIFI. Your rights under this License will terminate automatically without notice from the SONIFI if you fail to comply with any term(s) of this License. Upon termination of the License, you shall cease all use of the Licensed Software and Services, and destroy all copies, full or partial, of the Licensed Software installed on, stored on, or embedded in Customer Devices you own or control.
5. Intellectual Property.
You acknowledge and agree that (i) the Services, Licensed Software and any related Material, (including the design, text, graphics, pictures, video, information, applications, software, music, sound, and other files contained therein or related thereto), except with respect to software components used under free and open source licenses, the source and object code of the Services, (ii) the format, directories, queries, algorithms, structure and organization of the Services, and/or accessed using the Services, (iii) the SONIFI company names, logos, and all related products and service names, design marks and slogans, and (iv) any and all copyrights, patents, trademarks, trade secrets, publicity rights and other intellectual property rights associated therewith (collectively, the “Intellectual Property”), are the sole property of SONIFI, its wholly-owned subsidiaries, affiliates, licensors, suppliers or other third parties. Except as expressly and unambiguously provided herein, you do not possess, and SONIFI does not grant to you, any express or implied rights (whether by implication, estoppel or other legal theory) in or to any Intellectual Property (or the unauthorized use of the Intellectual Property) and all such rights are retained by SONIFI, its subsidiaries, affiliates and/or any third-party owner of such rights. You acknowledge and agree that you, and not SONIFI or any third-party Customer Device platform or service provider, shall be solely responsible for the investigation, defense, settlement, and discharge of any intellectual property infringement claim or suit, or any other harm or damages resulting from your use of or access to the Licensed Software, Services and Material.
6. Third-Party Provider Content and Services.
6.1 Some of the listings, advertisements, promotions, recommendations, advice, information, materials, content and services which you may access by using the Services are owned or provided by third parties (collectively, “Third-Party Content Provider”). It is your responsibility to monitor when you have accessed any such content or services that is not part of the Services (collectively, the “Third-Party Provider Content and Service(s)”) and we do not undertake any obligation to expressly notify you when you are accessing any Third-Party Provider Content and Services that are not part of the Services.
6.2 SONIFI makes no representations whatsoever concerning (1) the information, software or other material appearing on, or accessible through, any Third-Party Provider Content and Services (including without limitation, any advertisement for products or services), (2) the performance or operation of any Third-Party Provider Content and Services (including, without limitation, any transactions initiated or conducted through any Third-Party Provider Content and Services, any taxes, charges or fees associated therewith and any use by third parties of user credit card information), (3) any products or services advertised or sold on or through any Third-Party Provider Content and Services (including, without limitation, the quality, safety and legality of such products or services or the sale thereof), or (4) the sellers of any products or services advertised or sold on or through any Third-Party Provider Content and Services. SONIFI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with your use of Third-Party Provider Content and Services or your reliance on any such Third-Party Content Provider content, goods or services, available on or through any Third-Party Provider Content and Services. Financial information displayed by any Services, including Third-Party Provider Content and Services available from or through the Services, is for general informational purposes only and is not intended to be relied upon as investment advice.
7. CONTENT DISCLAIMER
7.1 We make no guarantees or endorsements, nor can we be responsible for, any information accessible using the Services or included in the Material, including the currency, content, quality, copyright compliance or legality of such information, nor are we responsible for any resulting loss or damage relating to the use of such information. We reserve the right, in our sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the information accessible using the Services. Where appropriate, we will endeavor to update information accessed using the Services on a timely basis but shall not be liable for any delay or inaccuracies related to such updates. By using the Services, you acknowledge and agree that SONIFI is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of Third-Party Provider Content and Services, Material or web sites. SONIFI does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Provider Content and Services, Material or web sites, or for any other materials, products, or services of third parties. Third-Party Provider Content and Services, Materials and links to other web sites are provided solely as a convenience to you.
7.2 Use of the Services may result in the provision of information that some people find objectionable, inappropriate, or offensive. You agree to use the Services at your sole risk. We are not responsible for the accuracy, relevancy, copyright compliance, legality, completeness, timeliness, or decency of material contained in any externally linked web sites or services. We do not fully screen or investigate business listing web sites before or after including them in directory listings that become part of the Material or Third-Party Provider Content and Services accessible using the Services, and we make no representation and assume no responsibility or liability concerning the content that third parties submit to become listed in any of these directories.
7.3 SONIFI makes no representation that any third-party Customer Device platform or service provider has endorsed the Services, and you should not rely on the availability of the Licensed Software by means of any Licensed Software catalog, storefront, or other means of downloading as an endorsement of the Licensed Software, the Services or SONIFI generally. In no event shall any third-party Customer Device platform or service provider have any obligation to you whatsoever to furnish any maintenance and support services with respect to the Licensed Software or the Services.
7.4 ANY LOCATION-BASED SERVICES AVAILABLE THROUGH THE LICENSED SOFTWARE AND SERVICES ARE INTENDED ONLY AS FOR INDIVIDUAL USE AND SHOULD NOT BE USED OR RELIED ON AS AN EMERGENCY LOCATOR SYSTEM, USED WHILE DRIVING OR OPERATING VEHICLES, OR USED IN CONNECTION WITH ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OR INACCURACY OF THAT APPLICATION OR THE LICENSED SOFTWARE OR SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE.
8. WARRANTY DISCLAIMER.
8.1 Any use of the Licensed Software, the Services, reliance upon any of the Material or Third-Party Provider Content and Services, and any use of the Internet generally shall be at your sole risk. SONIFI disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, licensure of Third-Party Content Providers, reliability, or operability or availability of information or the Material and Third-Party Provider Content and Services accessible by use of the Services.
8.2 THE LICENSED SOFTWARE AND SERVICES (INCLUDING MATERIAL AND INFORMATION POSTED AND ACCESSIBLE THEREWITH) ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SONIFI DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE LICENSED SOFTWARE, SERVICES AND MATERIAL. SONIFI DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE LICENSED SOFTWARE, SERVICES, THIRD-PARTY PROVIDER CONTENT AND SERVICES, MATERIAL, OR THE INTERNET GENERALLY, IS FREE OF VIRUSES, ERRORS, OTHER HARMFUL COMPONENTS, OR WILL BE UNINTERRUPTED. SONIFI DOES NOT WARRANT (I) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED SOFTWARE, SERVICES AND MATERIAL OR (II) THAT THE FUNCTIONS AND FEATURES CONTAINED IN OR PERFORMED OR PROVIDED BY THE SERVICES (INCLUDING WITHOUT LIMITATION THE LICENSED SOFTWARE AND MATERIAL) WILL MEET YOUR REQUIREMENTS.
8.3 SONIFI DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY AND ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS PROVIDED BY OR THROUGH THE SERVICES; OR REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE LICENSED SOFTWARE, SERVICES, THIRD-PARTY PROVIDER CONTENT AND SERVICES AND MATERIAL.
8.4 NO ADVICE OR INFORMATION PROVIDED BY SONIFI, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES AND AGENTS SHALL CREATE ANY WARRANTY.
8.5 NONE OF SONIFI, ITS AFFILIATES, OR ANY ASSOCIATED CUSTOMER DEVICE PLATFORM AND SERVICE PROVIDERS, MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (I) THE OPERATION OR PERFORMANCE OF THE LICENSED SOFTWARE, SERVICES, OR ANY THIRD-PARTY PROVIDER CONTENT AND SERVICES, (II) THE NATURE, CONTENT OR ACCURACY (EITHER WHEN ACCESSED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY INFORMATION, MATERIAL, APPARATUS OR OTHER PROCESS CONTAINED ON, DISTRIBUTED THROUGH, OR LINKED, DOWNLOADED OR ACCESSED FROM THE LICENSED SOFTWARE OR SERVICES (INCLUDING WITHOUT LIMITATION, THOSE ACCESSED USING THIRD-PARTY PROVIDER CONTENT AND SERVICES), (III) ANY PRODUCTS OR SERVICES PURCHASED THROUGH USE OF ANY THIRD-PARTY PROVIDER CONTENT AND SERVICES, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL IN CONNECTION WITH ANY LICENSED SOFTWARE, OR (IV) THE INTERNET GENERALLY.
8.6 SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERMS, PROVIDED HOWEVER YOU AGREE AND ACKNOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
8.7 NEITHER SONIFI, NOR ANY OF ITS ASSOCIATED CUSTOMER DEVICE PLATFORM AND SERVICE PROVIDERS, WARRANTS THAT THE LICENSED SOFTWARE OR SERVICES WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR CUSTOMER DEVICE(S) OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR CUSTOMER DEVICE(S). FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR CUSTOMER DEVICE(S) TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT THE DAMAGE TO YOUR CUSTOMER DEVICE(S), LOSS OF THE DATA LOCATED ON YOUR CUSTOMER DEVICE(S), AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR CUSTOMER DEVICE(S). YOU ACKNOWLEDGE AND AGREE THAT SONIFI AND ITS AFFILIATES, PARTNERS, SUPPLIERS, LICENSORS, AND ASSOCIATED CUSTOMER DEVICE PLATFORM AND SERVICE PROVIDERS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES OR DAMAGES SUFFERED RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS.
9. Limitation of Liability.
IN NO EVENT SHALL SONIFI OR ANY OF ITS ASSOCIATED LICENSORS, OR CUSTOMER DEVICE PLATFORM AND SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF SUCH USER’S USE, MISUSE OR RELIANCE ON THE LICENSED SOFTWARE AND THE SERVICES FOR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, ANTICIPATED BUSINESS, USE, OR DATA WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY, EVEN IF SONIFI OR ANY OF ITS ASSOCIATED, LICENSORS, AND CUSTOMER DEVICE PLATFORM AND SERVICE PROVIDERS ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, ARISING OUT OF OR CONNECTED WITH (I) THE USE (OR INABILITY TO USE) OR PERFORMANCE OF THE SERVICES, (II) THE MATERIAL, THIRD-PARTY PROVIDER CONTENT AND SERVICES OR THE INTERNET GENERALLY, (III) RELIANCE UPON OR PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED FROM ANY LICENSED SOFTWARE OR ANY THIRD-PARTY PROVIDER CONTENT AND SERVICES, OR (IV) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL ACCESSED USING THE LICENSED SOFTWARE, THE MATERIAL, THIRD-PARTY PROVIDER CONTENT AND SERVICES OR THE SERVICES. NEITHER SONIFI, NOR ANY OF ITS ASSOCIATED LICENSORS, AND CUSTOMER DEVICE PLATFORM OR SERVICE PROVIDERS, ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS OR OTHER MATERIAL ACCESSIBLE FROM THE LICENSED SOFTWARE. THE USER OF THE SERVICES ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SERVICES GENERALLY. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSIONS AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS. IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SONIFI’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). ALL THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, OR IF IT IS OTHERWISE DEEMED UNENFORCEABLE, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
10.1 You agree to indemnify, defend and hold us and, as applicable, our subsidiaries, affiliates, partners, officers, directors, agents and employees, licensors, suppliers and Third-Party Content Providers harmless from and against any claim, demand, suit, proceeding, cause of action or investigation, including any and all losses, liabilities, damages, costs or expenses, judgments, awards, executions, and liens, including reasonable attorneys’ fees and costs, in each case resulting from such a claim, demand, suit, proceeding, cause of action or investigation, whether brought by third parties or otherwise, due to or arising out of or in connection with your breach of any representation, warranty, covenant or obligation set forth in this License (or any other violation of your agreement with SONIFI); (ii) your violation of any law, or your violation of the rights of a third party, including the infringement by you of any intellectual property or other right of any person or entity; (iii) your use of any Material or Third-Party Provider Content and Services including, without limitation, (a) any information, software or other material viewed or accessed by you through any Third-Party Provider Content and Services (including without limitation, any advertisement or coupon for products or services using any Third-Party Provider Content and Services), (b) any transactions initiated or conducted by you through any Third-Party Provider Content and Services (including, without limitation, any taxes, fees and charges associated therewith and any use by third parties of your credit card information), (c) any products or services that you bid on, purchase or otherwise obtain through any Third-Party Provider Content and Services (including, without limitation, the quality, safety and legality of such products or services or the sale thereof), (d) any reservations you make through any Third-Party Provider Content and Service, and (e) the conduct of sellers of any products or services that you bid on, purchase or otherwise obtain through any Third-Party Provider Content and Service.
10.2 The foregoing indemnity obligations will survive any termination of this License.
10.3 SONIFI reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this Section 10. You agree not to settle any matter subject to the forgoing indemnification obligations without the express written consent and approval of SONIFI.
11. Digital Millennium Copyright Complaints.
SONIFI respects the intellectual property rights of content creators. We explicitly prohibit our content providers from using any SONIFI channels/website(s) or other SONIFI services, including without limitation channels/website(s) or services provided by our subsidiaries or affiliates to publish or transmit materials in violation of another person’s or entity’s copyrights. In accordance with the Digital Millennium Copyright Act, SONIFI’s Copyright Policy describes how SONIFI responds to copyright owners who believe that their copyrights are violated, including claimants who believe that their copyrights have been violated in connection with a Licensed Software. SONIFI’s Copyright Policy is available at http://www.sonifi.com/copyright/.
If for any reason a court of competent jurisdiction finds any provision of this License to be invalid or unenforceable, that provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the License will continue in effect and remain fully enforceable.
13. Limited Time to Bring Claim.
You acknowledge and agree that that it is the intent of both you and SONIFI to limit the period of time a claim may be filed, even if the period is shorter than that fixed by the statute of limitations. You therefore agree that any cause of action, claim, or suit arising out of or related to the Licensed Software or Services must commence within one (1) year after the cause of action, claim or suit accrues, otherwise such cause of action, claim or suit is permanently and irrevocably barred.
14. Compliance with Law.
You are responsible for compliance with applicable laws, regulations and ordinances related to your use of the Licensed Software and Services. Your compliance with applicable laws is not limited to jurisdictions within the United States (including US Federal law) but also the laws, regulations and ordinances of any jurisdiction from which you access the Licensed Software and Services.
This License may be amended or modified by SONIFI, in its sole and absolute discretion, at any time and for any reason. No other changes to this License are permitted or are valid.
16. Applicable Law.
This License will be governed by and construed in accordance with the laws of the State of South Dakota, without giving effect to its conflict of laws provisions or your actual state, province, or country of residence, and you agree to submit to personal jurisdiction before a court of competent jurisdiction in Sioux Falls, South Dakota. All other claims, including without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your state of residence in the United States, or, if you reside outside the United States, under the laws of the country in which the subject Services are directed.
17. Entire Agreement.
Except as expressly stated herein, this License constitutes the entire agreement between you and SONIFI with respect to your use of and access to the Licensed Software and the Services, and it supersedes and replaces all prior or contemporaneous communications, proposals, understandings, or agreement, whether electronic, oral or written, between you and SONIFI with respect to your use of the Licensed Software and Services and/or the subject matter of this License.