Last Updated: Nov 8th, 2019
SonicSensory, Inc. and its affiliates (“SonicSensory,” “we,” or “us”) agree to license the software included in this mobile application (the “App”) to you only if you accept and agree to be bound by all of the terms and conditions in this End User License Agreement (“EULA”).
PLEASE READ THIS EULA CAREFULLY BEFORE USING THE APP. BY USING THE APP, YOU ARE AGREEING TO COMPLY WITH THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE APP.
1. AGE REQUIREMENTS
The App is offered to and available to users who are 18 years of age or older. By using the App, you represent and warrant that you are at least 18 years of age. If you are not at least 18 years of age, you may not use the App.
2. LIMITED LICENSE
2.2 You represent and warrant that all information that you provide to us in connection with your access to and use of the App is true, accurate, and complete to the best of your knowledge and belief. You are responsible for promptly updating any registration information provided to us if it changes or is no longer current, accurate, or complete.
3. USE RESTRICTIONS
3.1 You may access and use the App only for your personal use and only as expressly permitted in this EULA. Any other access to or use of the App constitutes a violation of this EULA and will result in an automatic termination of the rights and licenses granted to you herein. If you choose to access the App from locations other than in the United States, you do so at your own risk and are responsible for complying with any applicable local laws. You may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained.
3.2 You agree not to remove, alter, cover, or distort any copyright notice or trademark legend, author attribution, or other proprietary rights notice placed on or contained within the App. Except as expressly authorized by us in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, lease, lend, sublicense or exploit for any commercial purpose any portion of the App. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of SonicSensory and its licensors. If you breach this restriction, you may be subject to prosecution and damages.
3.3 In connection with your access to and use of the App, you are responsible for complying with all applicable laws, regulations, and policies of all relevant Without limiting the foregoing, in connection with your use of the App, you may not do, or cause or permit any person to do, any of the following:
(a) use the App for any unlawful purpose;
(b) circumvent, disable, or otherwise interfere with any security-related features of the App including, without limitation, any features that enforce limitations on the use of the App or otherwise prevent or restrict use or copying of any content of the App;
(c) use the App to transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
(d) impose an unreasonably or disproportionately large load on the App, or otherwise interfere with or inhibit any other user of the App from using or enjoying the App; or
(e) engage in any conduct or activity, or encourage or assist any third party in any conduct or activity, that violates any applicable laws or regulations or the terms of this EULA.
4.2 You also agree that we may collect and use technical data and other information relating to your access to and use of the App, including but not limited to technical information about your device, system, application software, peripherals, and other usage data. We may use this information to improve our products or to provide services or technologies to you.
5. INTELLECTUAL PROPERTY; THIRD-PARTY APPLICATIONS
5.1 You acknowledge and agree that the App constitutes valuable proprietary information of SonicSensory or its licensors and is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries. We or our licensors own all intellectual property and proprietary rights, title, and interest in and to App, including, without limitation, patents, copyrights, trademarks, and all other intellectual property rights. Except for the limited use rights granted to you in this EULA, you agree that you do not have and will not acquire any right, title, or interest in or to the App or any portion thereof. Any rights not expressly granted in this EULA are expressly reserved.
5.2 In addition, you acknowledge and agree that the App may incorporate or include certain third-party applications or software (“Third-Party Applications”), the use of which may be governed by separate or additional license terms and restrictions. By using the App, you agree to comply with all such separate and additional license terms and restrictions, as applicable.
6. TERMINATION OF ACCESS
We may, in our sole and absolute discretion and without notice or liability to you or any third party, immediately suspend, limit your access to and/or terminate your access to the App for any reason, including, without limitation: (a) if we discontinue or materially modify the App (or any part thereof); (b) if we believe in our sole discretion that you have violated this EULA or any applicable laws or regulations; (c) at the request of law enforcement, government agencies, or courts; (d) if unexpected technical or security issues or problems arise; or (e) if we believe in our sole discretion that your access to or use of the App may create risk (including but not limited to legal risk) for us or our contractual partners or users. You may not access or use the App after your access has been terminated without our written approval. Following any such termination of access, you will continue to be bound hereunder to the fullest extent applicable.
By offering or providing any comments, suggestions, questions, or other feedback regarding your access to or use of the App (“Feedback”) to us, you automatically grant, and you represent and warrant that you have the right to grant, to SonicSensory a non-exclusive, transferable, perpetual, irrevocable, royalty-free, worldwide license (with the right to sublicense) to use, copy, modify, adapt, translate, publish, create derivative works of, distribute, and otherwise exploit such Feedback for any purpose (without compensation or other obligation to you), including, without limitation, to improve and enhance the App, to develop new products, services, features, or functionality, and to otherwise use and exploit such Feedback for our business purposes.
You agree to indemnify, defend, and hold harmless SonicSensory, its affiliates, and its and their respective officers, directors, members, partners, shareholders, employees, contractors, suppliers, licensors, agents, representatives, successors, and assigns (collectively, the “SonicSensory Indemnitees”), from and against all claims, demands, suits, or other proceedings, and all resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) your use of the App; (b) your violation of this EULA; (c) your violation of the rights of any third party; or (d) your acts and omissions relating to any of the foregoing. We have the sole right to control the defense, settlement and/or other resolution of any such claims.
9. DISCLAIMER; NO WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED “AS IS AND WITH ALL FAULTS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. YOUR USE OF the APP is SOLELY at your own risk, AND THE SONICSENSORY INDEMNITEES UNDERTAKE NO RESPONSIBILITY FOR THE QUALITY OF THE APP OR FOR ANY THIRD-PARTY APPLICATIONS. WITHOUT LIMITING ANY OF THE FOREGOING, THE SONICSENSORY INDEMNITEES DO NOT REPRESENT OR WARRANT THAT: (a) THE USE OF THE APP WILL BE UNINTERRUPTED; (b) THE APP WILL OPERATE ERROR-FREE; (c) THE USE OF THE APP WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (d) ANY CONTENT OR INFORMATION PROVIDED THROUGH THE APP IS OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (e) ANY DEFECTS IN THE APP WILL BE CORRECTED; OR (f) THE APP WILL BE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE SONICSENSORY INDEMNITEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE SONICSENSORY INDEMNITEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE APP, UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THIS EULA AND YOUR USE OF THE APP SHALL IN ALL EVENTS BE LIMITED TO TWENTY-FIVE DOLLARS ($25.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.
11. WAIVER AND RELEASE
YOU HEREBY RELEASE THE SONICSENSORY INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE APP. IF YOU ARE A RESIDENT OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE § 1542 WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
12. GOVERNING LAW; JURISDICTION
This EULA will be construed and enforced in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. By agreeing to the terms and conditions hereof, and by using the App, you agree: (a) to submit to the personal jurisdiction of California, and hereby waive any right not based under such law that you might otherwise bring; and (b) that any cause of action arising under this EULA or otherwise involving the App will be brought exclusively in a court located in Los Angeles, California, United States of America.
13.2 Our electronically or otherwise properly stored copy of this EULA will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of this EULA in connection with any action or proceeding arising out of or relating to this EULA.
13.3 Any provisions of this EULA that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to the App.
13.4 You agree that each of the SonicSensory Indemnitees shall be considered a third party beneficiary of this EULA and shall have the right to enforce the terms herein. Except as set forth in this Section 13.4 and Section 14(h) hereof, nothing in this EULA, express or implied, is intended to or shall confer upon any other person any right, benefit, or remedy of any nature whatsoever under or by reason of this EULA.
13.5 We may assign our rights and duties under this EULA at any time to any third party without notice. You may not assign this EULA without our prior written consent.
13.6 The failure of SonicSensory to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of this EULA is found by a court of competent jurisdiction to be invalid or unenforceable, you and we agree that the court should endeavor to give effect to our intentions as reflected in the invalid or unenforceable provision, and all other provisions of this EULA shall remain in full force and effect.
13.7 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the App must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14. END USER TERMS REQUIRED BY APPLE
You acknowledge and agree that: (a) this EULA is concluded between you and SonicSensory, and not Apple, Inc. (“Apple”); (b) SonicSensory and its licensors, and not Apple, are solely responsible for the App and the content therein; (c) Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the App; (d) in the event of any failure of the App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for the App, if applicable; (e) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App; (f) Apple is not responsible for any claims, losses, liabilities, damages, costs, or expenses (“Claims”) that you may have arising out of your use of the App, and you agree to contact SonicSensory regarding any such Claims; (g) Apple will have no responsibility whatsoever for the investigation, defense, settlement, or discharge of any third-party claim that the App infringes such third party’s intellectual property rights; and (h) Apple and its subsidiaries are third party beneficiaries of this EULA and, upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) as a third party beneficiary to enforce this EULA against you. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Please contact us with any questions, complaints, or claims regarding the App or this EULA at:
1163 Logan Street
Los Angeles, CA 90026