Terms of Service
These Terms of Service (“Terms”) govern your use of the free and paid services, software and websites (the “Service”) provided by Sonotiv Global Solutions, Inc., and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video, sounds, works of authorship, applications, links, created scripts and associated information, and other content or materials (together, the “Content”) uploaded, downloaded, or appearing on our websites or applications.
By accessing and using the Service (as defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions below (“Terms”), and are entering into a binding legal agreement with Sonotiv Global Solutions, Inc. (“Sonotiv”, “Service”, “us”, “we” or “our”). You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
Our Privacy Policy
Our Privacy Policy affects your legal rights and obligations. You acknowledge and agree that your use of the Service, including, without limitation, any information transmitted to or stored by Sonotiv, is governed by Privacy Policy at https://www.sonotiv.com/privacy. If you do not agree to be bound by all of these, do not access or use our Service.
Description of the Service
The Sonotiv platform which use to train sales teams and individuals to improve their performance (“Service”) is made available to you on a software-as-a-service (SaaS) basis through a web portal on our website (“Site ”) and includes: (i) the software that you access via the Site; (ii) the products, services, and features made available or provided to you by Sonotiv in connection with the Service; and (iii) the content, text, documents, descriptions, products, scripts, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service. The Sonotiv is an AI based platform.
Subscription to the Service
Subject to your compliance with these Terms, and payment of applicable fees, Sonotiv hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for your internal purposes only. If you are an organization purchasing the Service for use by end users, your subscription to the Service is limited to the number of your employees and other end users (if applicable) as designated in the Order Form (“End Users”). By using our Service you hereby acknowledge and agree that you may be recorded (voice and audio) and such records may be stored in our servers or third party services, including for example cloud providers, that we control, own, operate or with whom we have a contractual relationship, and if applicable, sent to and/or access by your manager or any other supervisor. In addition, as an organization, you hereby represent that you obtained all the required consents from your End Users for such activity.
You hereby acknowledge and agree that Sonotiv may:
- (i) compile statistical and other information related to the performance, operation and use of the Service;
- (ii) use data from the Service in an anonymized aggregated form to create statistical analyses, and for research and development purposes (collectively the “Usage Data”). Such Usage Data does not contain or constitute personal data, and you hereby agrees that Sonotiv may make Usage Data available in a form that does not identify you or any individual;
- and (iii) ask the End Users to complete a review and/or survey with respect to the Service, such request may be sent by Company’s third party service provider. You hereby agree and undertake that you will be responsible for obtaining your End Users consent (in accordance with the applicable law) to file such review and/or survey.
Entire Agreement
If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms constitute the entire agreement between you and us and governs your use of the Service, superseding any prior agreements between you and us. You will not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any purported assignment or delegation by you without our appropriate prior written consent will be null and void. We may assign these Terms or any rights hereunder without your consent and the Terms will insure to the benefit of and be enforceable by our successor. Neither the course of conduct between the parties nor trade practice will act to modify the Terms. These Terms do not confer any third-party beneficiary rights.
Violation of these Terms may, in our sole discretion, result in termination of your account. Furthermore, we reserve the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting Users who violate the Terms. You acknowledge that we have no obligation to prescreen or monitor your access to or use of our Service or any information, materials or other content provided or made available through our Service, but has the right to do so. You hereby agree that we may, in the exercise of our sole discretion, remove or delete any data, accounts or other content that violates these Terms or that is otherwise objectionable.
These Terms, the Order Form (if applicable) and the Privacy Policy, represent the complete agreement concerning the Service between you and Sonotiv and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Sonotiv, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
Free Trial Period
We may offer a free, no-obligations trial period of the Service (“Trial Period”). The Trial Period, if any, shall commence on the date that you commence access or use of, as applicable, the Service and will conclude at the end of the trial period displayed on the Site, or sooner if: (i) you upgrade your Account by beginning to pay the applicable fees for the Service; or (ii) your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Period and that Sonortiv: (a) does not make any commitments in connection with the Service during the Trial Period; and (b) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit this Trial Period offer at any time.
Without derogating from your obligation to pay the subscription fees, you may terminate these Terms at any time by canceling your Account. We may stop to provide the Service to you at any time, including without limitation in the event that you breach these Terms.
Fees
Your access to and use of the Service is subject to up-front payment in full of the subscription fees set forth in Site andor the Order Form, as applicable. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Site andor the Order Form (as applicable), be determined by Sonotiv’s then-current subscription fees.
You will always ensure that its use of the Subscription Services does not exceed the usage terms (number of Users, specific service in the Subscription Services Package, limits to speech recognition), specified in the Order (Usage Limit). If “Limited use” is reached, Sonotiv reserves the right to block the account and (or) issue an invoice.
These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service; or (ii) the date that we receive payment of any applicable Service subscription fee, and shall continue until expiration of the subscription period. Thereafter, subject to your payment of any applicable Service subscription fees, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.
Unless otherwise stated, all fees stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are as set forth in the Site andor the Order Form, as applicable.
Restrictions on Use
You must not, and shall not allow a permitted End User or any third party to:
- (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates (if applicable), or use the Service in any service bureau arrangement
- (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service;
- (iii) reverse engineer, decompile or disassemble the Service or any components thereof
- (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof;
- (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose;
- (vi) take any action that imposes or may impose (at Sonotiv’s sole discretion) an unreasonable or disproportionately large load on the Sonotiv infrastructure;
- (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities;
- (viii) remove, deface, obscure, or alter Sonotiv’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Sonotiv’s own without Sonotiv’s prior written approval;
- (ix) use the Service to develop a competing service or product;
- (x) use the Service to send unsolicited or unauthorized commercial communications;
- and/or (xi) use the Service in any unlawful manner or in breach of these Terms.
To the extent applicable, you agree to remain liable to Sonotiv for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by you.
License Limitations
Without limiting any other remedies, we may limit, suspend, terminate, modify, or delete accounts or access to the service or portions thereof if you are, or we suspect that you are, failing to comply with any terms of service or for any actual or suspected illegal or improper use of the service, with or without notice to you. you can lose your account and any user content as a result of account termination or limitation, as well as any benefits, privileges, earned items, and purchased items associated with your use of the service, and we are under no obligation to compensate you for any such losses or results.
Without limiting our other remedies, we may limit, suspend, or terminate the service and user accounts or portions thereof, prohibit access to our services and sites, and their content, and tools, delay or remove hosted content, and take technical and legal steps to prevent users from accessing the service if we believe that they are creating risk or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our terms or policies. Additionally, we may, in appropriate circumstances and at our sole discretion, suspend or terminate accounts of users who may be repeat infringers of third party intellectual property rights.
We reserve the right to stop offering and/or supporting the Service or a particular part of the Service at any time either permanently or temporarily. In such an event, we shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued elements of the Service.
Rights
Ownership.
For purposes of these Terms:
- (i) “Content” means any data, text, files, information, usernames, images, graphics, photos, profiles, audio, sounds, works of authorship, links, created scripts and associated information and other content or materials; and
- (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.
- Rights in User Content
We claim no ownership rights over the Content submitted or created exclusively by you in your Sonotiv account. Any Content that is yours remains yours. These Terms of Service do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Sonotiv Service to you. Notwithstanding the foregoing, we may access Content to determine how we can improve our Service, and to determine customer satisfaction.
Similarly, any reporting data we collect from your use of the Service remains yours. By using the Sonotiv you agree that we can use this data to provide the Service to you. You also agree that as long as the data is anonymized and does not identify you, we can combine this data with the anonymized data of other companies to provide benchmarking, public reports or to otherwise use it to provide the Service.
If you choose to upload or download any Content, by doing so you are consenting to your Content being shared with such a third party application. To understand how such a third party application provider uses your Content and other information, you should review their privacy policy. - Rights in Sonotiv Content
Unless otherwise stated, The Sonotiv Global Solutions Inc. name, logo, custom graphics and scripts all materials contained on or within the Services, including, but not limited to, text, graphics, images, code, illustrations, designs, icons, photographs, video clips, and written and other materials (collectively, “Sonotiv Content”), as well as their selection and arrangement, are protected by copyright. The Sonotiv Content may not be copied, imitated or used, in whole or in part, without our prior written permission.
You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Sonotiv Content, the Services or any related software or Client Software as defined above, except as expressly stated in these Terms.
You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Content. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries.
Alerts and Notification
As part of the Services we provide, you may (if enabled) receive notifications, text messages, alerts, emails, or other types of messages directly sent to you outside or inside the App (“Notifications”). You have control over the Notifications settings, and can opt in or out of these Notifications through the Services (with the possible exception of infrequent, important service announcements and administrative messages).
You represent and warrant that:
- (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use;
- (ii) the posting and use of your Content on or through the Service does not violate, misappropriate, or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark, and/or other intellectual property rights;
- (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service;
- and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.
Although it is our intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, for unscheduled downtime, for system and server failures, or due to failure of telecommunications links and/or equipment. Consequently, we encourage you to maintain your own backup of your Content. In other words, we are not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
You agree that we are not responsible for, and do not endorse, Content posted within the Service. We do not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms, you may bear legal responsibility for that Content.
Except as otherwise described in the Service’s Privacy Policy, as between you and us, any Content will be non-confidential and nonproprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on our part, and we will not be liable for any use or disclosure of any Content you provide.
Reporting Copyright
It is our policy to respond to notices of alleged copyright. If you believe your work has been copied in a way that constitutes copyright infringement, please provide a notice containing all of the following information at help@sonotiv.com:
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on our site(s);
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- Your address, telephone number, and e-mail address.
We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a user’s account if the user is determined to be a repeat infringer.
Effect of Termination
It is your responsibility to download your data prior to canceling your Account or any termination of these Terms. Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. We reserve the right to permanently delete from our (or our third party service provider’s) servers any data that may be contained in your Account at any time.
Limitation of Liability
Under no circumstances Sonotiv shall not be liable for any indirect, exemplary, special, consequential, or incidental damages of any kind (including without limitation lost profits or revenue) arising out of these terms or in connection with the use of or inability to use the Service, even if Sonotiv has been advised of the possibility of such damages.
The Terms apply to:
(a) the service; (b) our content; (c) user content; (d) your use of, inability to use, or the performance of the service; (e) any action taken in connection with an investigation by the Sonotiv parties or law enforcement authorities regarding your or any other party’s use of the service; (f) any action taken in connection with copyright or other intellectual property owners; (g) any errors or omissions in the service’s operation; or (h) any damage to any user’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the Sonotiv parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of the service). in no event will the Sonotiv parties be liable to you or anyone else for loss, damage or injury, including, without limitation, death or personal injury. some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
In no event shall the aggregate liability of Sonotiv for any damages under these terms or in connection with the use of or the inability to use the service exceed the total amount of subscription fees paid by you for the service during the 6 months prior to bringing the claim.
Disclaimer
The Service is provided on an “as is”, “as available”, and “with all faults” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results.
Sonotiv hereby disclaims all warranties, express or implied, including but not limited, implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Sonotiv does not warrant that the service will be uninterrupted, error free, or that defects will be corrected. Sonotiv does not offer a warranty or make any representation regarding any content, information, or results that you obtain through the service. Your use of and reliance upon the service content and your data and any marketplace materials is entirely at your sole discretion and risk, and Sonotiv shall have no responsibility or liability whatsoever to you in connection with any of the foregoing. You agree that we will not be held responsible for any consequences that may result from technical problems (or freedom from computer virus) including without limitation in connection with the internet (such as slow connections, traffic congestion or overload of our or other servers) or any telecommunications or internet providers.
Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
Governing Law and Disputes
These Terms shall be governed by the laws of the State of Delaware, without reference to its conflict of laws rules.
The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Delaware, Dover, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Sonotiv reserves the right to seek injunctive relief in any court of competent jurisdiction.
Arbitration notice:
unless you opt-out and except for certain types of disputes described in the arbitration section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
Time Limitation on Claims:
You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
You agree to defend, indemnify and hold harmless Sonotiv and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from:
- (i) your use of the Service;
- and/or (ii) your breach of these Terms.
You will cooperate as fully required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent. Notwithstanding the foregoing, you agree that the cost of any such defense will be at your sole and exclusive expense.
Territorial Restrictions
The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.
Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported, or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.
