Sonario SaaS Administration

SONARIO.COM

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED” OR USING THE SERVICE, YOU AGREE TO THESE TERMS OF SERVICE.

These Terms of Service constitute an agreement (this “Agreement”) by and Sonario^®, a New Hampshire company (“Sonario^®”) and each customer (“Customer-Company”) of the Sonario^® Software-As-A-Service internet accessible software application providing organizational design, human capital management and other service available at www.sonario.com and on related mobile applications (the “Service”). This Agreement is also by and between Sonario^® and each individual accessing or using the Service on behalf of or through a Customer-Company, including without limitation personnel working for Customer-Companies (collectively, “Users”). As used below, “you” refers to an individual Customer-Company or User. The Service is not available to anyone but Customer-Companies and Users.

Provision of the Service; Ownership of Materials & Software.
1. Service Use. During the Term (as defined in Subsection 1(b) below), Sonario^® will provide the Service to Customer-Company pursuant to the Sonario^® standard policies and procedures then in effect. If you are a User, you may access the Service to the extent authorized by your Customer-Company, subject to the provisions of this Agreement. Customer-Company shall be solely responsible for determining which Users have access to the Service and for assigning administrator roles and authority levels with respect to Users’ access to the Service.
2. Term. This Agreement continues for a period of one year following the effective date listed on the Sonario^® enrollment form accepted by Customer-Company and any other ordering records maintained by Sonario^® in paper or electronic form (collectively, Customer-Company’s “Account”). Thereafter, this Agreement will automatically renew for additional one-year periods unless terminated in accordance with Section 7 (this Agreement refers to each initial and subsequent 1-year period referenced above as a “Term”).
3. Reservation of Rights. Sonario^® retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service, all logos and trademarks reproduced through the Service, and all Service Data (as defined in Subsection 1(e) below). This Agreement does not grant you any intellectual property rights in or to the Service or any of its components.
4. Restrictions. You agree not to (without limitation):
  1. provide the Service to third parties for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Service, except as specifically set forth in Section 2(g) below;
  2. permit any third party to access or use the Service in any other way, except as specifically set forth in Section 2(g) below;
  3. sell, resell, transfer, assign, frame, mirror, or distribute the Service;
  4. introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests, or queries, or to strip, scrape, or mine data from the Service;
  5. copy or reverse engineer the software used to provide Service for any reason; or
  6. access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, to copy any ideas, features, functions, or graphics of the Service, or to contact the Service’s other customers (including both customer-companies and users).
5. User Content Backup. Customer-Company is responsible for maintaining backup copies of User Content (as defined below), and Sonario^® is not responsible or liable for data backup, including without limitation for any loss that could have been prevented through backup copies. (“User Content” refers to data you provide to the Service, including without limitation plans, assessments, comments, and spreadsheets, and including data regarding your company’s structure, processes, roles, job titles, responsibilities and other organizational characteristics.)
6. Privacy Policy. Sonario^® collects, uses, and discloses personally identifiable information of Customer-Companies and Users in accordance with its privacy policy, posted at our Privacy Policy Page, as such policy may change from time to time (the “Privacy Policy”). The Privacy Policy is incorporated into this Agreement by reference.
Customer-Company and User Access & Acceptable Use.
1. Access to Service. You are responsible for obtaining and maintaining all equipment and services needed for your access to and use of the Service.
2. Acceptable Use Policy. You agree not to use the Service to:
  1. transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, or invasive of another’s privacy or that constitutes hate speech or promotes violence, bigotry, or racial or religious intolerance, or that otherwise violates public standards of decency;
  2. transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
  3. transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  4. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
  5. bully, intimidate, or harass any Customer-Company, User, or other person or entity;
  6. interfere with or disrupt Sonario^® servers or networks connected to Sonario^®, or disobey any requirements, procedures, policies, or regulations of networks connected to Sonario^®;
  7. attempt to access any other Sonario^® systems that are not part of the Service; or
  8. violate any laws, third party rights, or any obligations under this Agreement. You likewise agree to comply with the restrictions set forth on any acceptable use policy (“AUP”) Sonario^® posts at its website, provided Sonario^® provides written notice of such AUP and such AUP does not materially reduce the commercial benefit Customer-Company derives from the Service.
3. Passwords and Security. If you are the Customer-Company:
  1. you must create a user name and password for a master log-in (“Master Log-In”) when you register for the Service;
  2. you may in addition create individual User log-ins (each a “User Log-Ins”), up to the maximum number specified in your Account; and
  3. you may modify or delete User Log-Ins.
  Whether you are the Customer-Company or User: you will not share your long-in names or passwords with any third party; you will maintain the confidentiality of all passwords; and you will not attempt to use or facilitate use of any User Log-In beyond the privileges authorized for such User Log-In (e.g., manager privileges for non-manager User Log-Ins). If you are the Customer-Company, you are responsible and liable for all activity conducted through your Master and User Log-Ins, including Users’ unauthorized actions. If you are a User, you are responsible and liable for all activity conducted through your User Log-In. You will immediately notify Sonario^® of any unauthorized use of your Master or User Log-Ins, or any other breach of security related to the Service, of which you become aware. Sonario^® may change the password to a Master or User Log-In, without notice to you, if Sonario^® believes that it is no longer secure.
4. Ownership and Sharing of User Content. This Agreement does not transfer to Sonario^® ownership of User Content. With respect to User Content you submit or make available for inclusion on the Service, you grant Sonario^® a worldwide, perpetual, irrevocable, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display and otherwise exploit User Content for the purposes of providing the Service to you and your Customer-Company. YOU ARE ON NOTICE THAT SONARIO^® DOES NOT REVIEW USER CONTENT TO REMOVE PERSONALLY IDENTIFIABLE INFORMATION.
5. Links. The Service may provide, or third parties may provide, links to other Internet services or resources. Because Sonario^® has no control over such services and resources, you acknowledge and agree that Sonario^® is not responsible for the availability of such external services or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such services or resources.
6. Suspension for Breach of Acceptable Use Policy. If Sonario^® believes that you are in breach of this Section 2, it may remove or refuse to include your User Content and/or suspend your access to the Service, until the issue is resolved to the satisfaction of Sonario^®. Sonario^® may access, read, preserve, and disclose User Content, or any other information you provide as it believes necessary:
  1. to satisfy any applicable law, regulation, legal process, or governmental request;
  2. to enforce this Agreement, including investigation of potential violations hereof;
  3. to detect, prevent, or otherwise address fraud, security, or technical issues;
  4. to respond to user support requests; or
  5. to protect the rights, property, or safety of Sonario^®, its customers and users, and the public.
7. Registered Partners. If you are a Customer-Company and your Account lists you as a “Registered Partner,” you may use the Service to serve your clients, solely to the extent set forth in your Account. You may not, however, grant your clients (or any third party) access to the Service, including without limitation by sharing usernames or passwords.
Payment for the Service.
If you are a Customer-Company, you will pay Sonario^® fees for the Service as set forth in the your Account (or no fees for any free trial period specifically set forth in your Account). All charges are exclusive of taxes and similar charges. If Sonario^® is required to pay sales, use, value-added, or other taxes resulting from services rendered under this Agreement and attributable to Customer-Company, then such taxes will be billed to and paid by Customer-Company, excepting taxes based on the income of Sonario^®. Sonario^® may assess a late fee of one and one-half percent (1.5%) per month or the highest rate allowed under the law, whichever is lower, against overdue amounts.
Representations and Warranties.
1. Your Identity. You represent and warrant:
  1. that you have accurately identified yourself through your Account, Master Log-In, and User Log-In, as applicable, and will update such information as necessary to maintain accuracy; and
  2. that you are either a corporation or other business entity authorized to do business pursuant to applicable law, or an individual 18 years or older with legal capacity to enter this Agreement.
2. Right to Do Business. You represent and warrant that you have the full right and authority to enter into, execute, and perform your obligations under this Agreement and that no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform as required by this Agreement.
3. Rights to User Content. You represent and warrant that you own or have the right to use and submit to the Service all User Content you submit, now and in the future.
4. Disclaimers. THE SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE. SONARIO^® MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
5. Further Limitations. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS OF THIS SECTION 4:
  1. SONARIOsup>® HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; AND
  2. SONARIOsup>® MAKES NO REPRESENTATION OR WARRANTY THAT:
    1. USER CONTENT OR ANY OTHER INFORMATION SUBMITTED BY CUSTOMERS OR USERS IS TRUE, ACCURATE OR EFFECTIVE,
    2. THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA;
    3. THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
    4. ANY USER CONTENT OR OTHER ASPECT OF THE SERVICE WILL BE ACCURATE, RELIABLE, ARCHIVED, OR ACCESSIBLE;
    5. ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED; OR
    6. THE SERVICE AND THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability.
1. IN NO EVENT WILL THE LIABILITY OF SONARIOsup>® ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES YOU PAID, OR YOUR CUSTOMER-COMPANY PAID IF YOU ARE A USER, TO SONARIOsup>® FOR THE SERVICE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF A CLAIM.
2. IN NO EVENT WILL SONARIOsup>® BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SONARIOsup>® WILL HAVE NO LIABILITY FOR ANY ACTIONS YOU TAKE OR DECISIONS YOU MAKE BASED ON THE ANALYTICAL TOOLS AND METHODOLOGIES PROVIDED BY THE SERVICE.
3. THE LIABILITIES LIMITED BY THIS SECTION 5 APPLY:
  1. TO LIABILITY FOR NEGLIGENCE;
  2. REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE;
  3. EVEN IF SONARIOsup>® IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND
  4. EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
4. If applicable law limits the application of the provisions of this Section 5, the liability of Sonario^® liability will be limited to the maximum extent permissible.
Indemnity.
If you are a Customer-Company, you agree to indemnify, defend, and hold harmless Sonario^® and its subsidiaries, affiliates, officers, agents, representatives, employees, and partners against any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of, related to, or alleging:
1. your submission, posting, transmission, or other use of any User Content or other materials of any kind;
2. your use of the Service, including without limitation claims by discrimination and other employment claims by your employees, as well as any other claims that you violated third party rights; and
3. your violation of this Agreement.
If you are a Registered Partner, you also agreed to indemnify, defend, and hold harmless Sonario^® and its subsidiaries, affiliates, officers, agents, representatives, employees, and partners against any claim or demand, including reasonable attorneys’ fees, made by any of your clients, and any person or entity claiming to be your client, arising out of, related to, or alleging malpractice or other professional misconduct. The claims listed in this Section 6 include, without limitation, claims related to acts or omissions of your Users.
Termination.
1. By Sonario^®. If you materially breach this Agreement, Sonario^® may:
  1. immediately and without advance notice suspend the Service until such breach is cured; and
  2. terminate this Agreement on 30 days’ notice, provided that if you remedy such breach during the notice period, this Agreement will not terminate.
  In addition, Sonario^® may terminate this Agreement for any reason or no reason on 60 days’ prior written notice. If you are a Customer-Company and have prepaid fees and Sonario^® terminates this Agreement for any reason other than your uncured breach, Sonario^® will refund to you any fees you have prepaid for the period after the termination date.
2. By You. You may cancel your account or any part of the Service at any time; provided that Sonario^® is not required to refund any prepaid fees upon such termination or cancellation.
3. Effects of Termination. Upon termination of this Agreement, you will stop using the Service. Termination will not relieve you of your obligations to pay charges, fees, commitments, and obligations incurred or accrued before termination. Upon termination of this Agreement for any reason, Sonario^® may:
  1. delete any of your User Content, listings, messages or other information in connection with your Account; and
  2. prohibit your access to your Account, including without limitation by deactivating the password(s) for your Master Log-In and User Log-Ins.
  The Privacy Policy and the following sections of this Agreement will survive and remain in effect even if the Agreement is terminated, canceled or rescinded: 1(c) - 1(e), 4, 5, and 6, as well as any other provision that must survive to fulfill its essential purpose.
Miscellaneous.
1. Notices. Sonario^® may send notices to the email address listed in your Account. You are responsible at all times for updating your Account to provide to Sonario^® your most current e-mail address. If the last e-mail address that you provided to Sonario^® is not valid, or for any reason is not capable of delivering to you the notice described above, the Sonario^® dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. You may send notices pursuant to this Agreement to our director at director@sonario.com.
2. Amendment. Sonario^® may amend this Agreement from time to time by posting an amended version at its website and sending you written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”). However, if you are a Customer-Company and give Sonario^® written notice of rejection of the amendment prior to the Proposed Amendment Date, this Agreement will continue under its original provisions, and the amendment will become effective at the start of the next Term. If you are a User and object to any such changes, your sole recourse shall be to discontinue use of the Service. A User’s continued use of the Service following the Proposed Amendment Date shall constitute your acceptance of such changes. Notwithstanding the foregoing, Sonario^® may amend the Privacy Policy at any time as set forth therein.
3. Service Changes. Sonario^® may modify, suspend, or discontinue the Service at any time. Sonario^® will notify you via the Service of any significant updates thereto. Sonario^® will have no liability for such modification, suspension, or discontinuation, except as described in Section 7(a).
4. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.
5. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
6. Assignment & Successors. You may not assign this Agreement or any of your rights or obligations hereunder without the Sonario^® express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
7. Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of New Hampshire, without reference to any principle of conflict of laws that would apply the substantive laws of another jurisdiction to the rights and duties of the parties. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Cheshire County, New Hampshire. In the event of any action, suit or proceeding related to this Agreement, the prevailing party, in addition to its rights and remedies otherwise available, shall be entitled to receive reimbursement of reasonable attorney’s fees and expenses and court costs.
8. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
9. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.