Sonisto ApS ("Sonisto", "We" or "Us")
Effective as of: August 19, 2021.
Date last updated: August 19, 2021.
YOU REPRESENT, ACKNOWLEDGE AND AGREE THAT: (i) IF YOU ARE ACTING ON YOUR OWN BEHALF, YOU ARE AT LEAST 18 YEARS OF AGE OR THAT YOU ARE OVER 15 YEARS OF AGE AND SPEND YOUR OWN EARNINGS OR (ii) IF YOU ARE REGISTERING ON BEHALF OF A COMPANY, OR OTHER LEGAL ENTITY, THEN YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE ALL AUTHORITY NECESSARY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS. IF ACTING FOR A COMPANY OR OTHER LEGAL ENTITY THE TERMS "YOU" AND "YOUR" WILL REFER TO THAT ORGANIZATION.
Customer Account and Registration
In order to use many of the Services offered you must become a registered user and establish an account (" Account") and receive or establish a password (" Password") which can be used by you or each of your employees and consultants who are authorized by you to use the Service on your behalf. In registering you agree to provide true, accurate, current and complete information about yourself as prompted by our registration form (the " Registration Data") and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
The Terms shall apply also in case you register to become a Supplier to Sonisto.
If you provide any Registration Data that is untrue, inaccurate, not complete or incomplete, or Sonisto has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sonisto has the right to suspend or terminate your Account and to refuse any and all current or future use of the Service (or any portion thereof) by you. You are responsible for all activities that occur under your Account and your Password. You agree to notify Sonisto immediately of any unauthorized use of your Account or Password or any other breach of security and to exit from your Account at the end of each session. You agree that you are responsible for any losses arising out of the unauthorized use of your Account.
General Use Restrictions
Certain information, documents, materials and services provided on and through the Site(s), including plugins, sample libraries, tutorials, other content, logos, graphics and images (together, the " Materials") are made available to you by Sonisto and are the copyrighted and/or trademarked work of Sonisto or Sonisto's Suppliers. Materials do not include Submissions (as defined below). The terms specific to the Submissions are described below.
Sonisto grants you a limited, personal, non-exclusive and non-transferable license to use and to display and to make one copy of the Materials and to use the Materials with a number of devices as instructed by each Supplier solely for your personal use. Suppliers may have added additional license terms in each case and you acknowledge and agree to abide by such terms.
Except for the licenses set forth in the preceding section above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Site(s) or any Materials.
Third Party Applications and Companion Applications
Your use of any third-party applications, products or services, including any companion applications, that you may download through a third-party app store, is not governed by these Terms and is subject to the separate terms of the applicable third-party licensor's end user license or similar agreement.
Payment and Electronic Communications
If you place any orders for products or services on the Site(s), you are expressly agreeing that Sonisto is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Sonisto in connection with your use of the Site(s) or any such products or services. You agree that the fees will be billed to your credit card or any payment method you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable, as applicable. If payment is not received or cannot be charged to your credit card or other payment method for any reason in advance of providing services, Sonisto reserves the right to either suspend or terminate your order.
Sonisto reserves the right, at any time, to change its prices and billing methods for products or contents licensed or sold, effective immediately upon posting on the Site(s) or by electronic communications to you. Price changes will not affect a then current subscription for services, but will be applied to any renewal or request for additional Services or other changes you request.
By using the Site(s), you consent to receiving electronic communications from Sonisto. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Site(s) and services. These electronic communications are part of your relationship with Sonisto and you receive them as part of your subscription to the Site(s). You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Third Party Content and Suppliers terms
Certain information and other content may be the material of third-party licensors and Suppliers to Sonisto (including, without limitation, certain third party logos and trade names (" Third Party Content")). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only use or display the Third Party Content on your personal computer solely for your personal use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. SONISTO DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Links to Third Party Sites
The Site(s) may be linked to other sites that are not Sonisto sites. Sonisto is providing these links to you only as a convenience, and Sonisto is not responsible for such linked sites (including, without limitation, the content, products, services or links displayed on such sites).
Sonisto is a trademark of Sonisto ApS. Other trademarks, names and logos on the Site(s) are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on the Site(s), including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Sonisto, Copyright © 2021 Sonisto ApS. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
If you provide Sonisto with verbal feedback and/or written feedback related to your use of the Site(s) and/or the Sonisto Services including, but not limited to, a report of any errors which you may discover in the Site(s) and/or the Services or related documentation or suggestions for improvements or changes to the Site(s) and/or the Services, you hereby grant Sonisto a perpetual, fully-paid, royalty-free, unlimited, irrevocable right to use such feedback to develop and improve the Site(s) and/or any Sonisto product or service.
You promise not to use the Site(s), Services, or Materials for any purpose that is unlawful or prohibited by these Terms. You agree to abide by all applicable local, state and national laws and regulations, including any regulations promulgated to cover online and mobile advertising. When using the Site(s) or Materials and/or support center areas on the Site(s), you agree not to upload any materials, information or data or take any actions that are inappropriate or disruptive to the Site(s). Without limitation, you agree not to:
This list of prohibitions provides examples and is not complete or exclusive. Sonisto reserves the right to terminate your access to your account, your ability to upload or download content to the Site(s) with or without cause and with or without notice, for any reason or no reason, or for any action that Sonisto determines is inappropriate or disruptive to the Site(s), Services, or to any other user of the Site(s). Sonisto may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Sonisto's discretion, Sonisto will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site(s) or on the Internet. These prohibitions do not require Sonisto to monitor, police or remove any information or Submissions submitted by you or any other user.
The term of these Terms will commence upon your registration and agreement to these Terms and will continue until terminated as set forth below.
You may terminate these Terms at any time, with or without cause, upon written notice to email@example.com.
If you violate these Terms, Sonisto may terminate and/or suspend your right to access the Site(s) or Services, in each case without notice. In addition, Sonisto may terminate these Terms at any time, with or without cause in the event Sonisto decides to stop providing the Services.
Effect of Termination
Upon termination of these Terms, your right to access and use the Services will immediately terminate and any amounts owed to Sonisto under these Terms before such termination or expiration will become immediately due and payable, all licenses granted herein will terminate and you will immediately discontinue all use of the Sonisto Site(s) and the Services.
" Confidential Information" means any and all information that is disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, that if disclosed in writing or tangible form is marked as "Confidential" or with some similar designation, or if disclosed orally, is identified as being proprietary and/or confidential at the time of disclosure, or that under the circumstances and nature of the information should reasonably deemed to be confidential. Without limiting the foregoing and regardless of whether identified as being proprietary and/or confidential, you acknowledge that the Site, any Sonisto product, services, or any information you learn during any training or demonstration of the Site, any Materials, information or content that Sonisto makes available through the Site or provides to you regarding the Site, any services performed by Sonisto under these terms or any ancillary or additional agreements, and any derivative works thereof are Sonisto Confidential Information.
Each party agrees (i) not to disclose the Confidential Information of the other party without the disclosing party's prior written consent, except to its employees and contractors who have a need to know such Confidential Information for purposes of performing such party's obligations under this Agreement and who are subject to nondisclosure obligations at least as protective as those in these Terms and (ii) to only use the other party's Confidential Information for the purposes of exercising its rights and fulfilling its obligations under these Terms. The restrictions contained in these Terms will not apply to any Confidential Information that the receiving party can show: (i) was publicly available or otherwise known to the receiving party at the time of disclosure, (ii) subsequently becomes publicly available through no act or omission by the receiving party or any of its employees, agents or contractors, (iii) is or has been independently developed by the receiving party without violation of this Agreement as shown by the contemporaneous written records of the receiving party, or (iv) is lawfully obtained by the receiving party from a third party without any obligation of confidentiality. The receiving party will have the right to disclose any Confidential Information to the extent such disclosure is required by applicable law or court order; provided the receiving party first notifies the disclosing party prior to any disclosure and cooperates with the disclosing party in seeking a protective order or other remedy to prevent the disclosure. Each party acknowledges and agrees that any breach or threatened breach of these confidentiality provisions is likely to cause the disclosing party irreparable harm for which money damages may not be an appropriate or sufficient remedy and the disclosing party is entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of these Terms. Such remedy is not the exclusive remedy for any breach or threatened breach of these Terms, but is in addition to all other rights and remedies available at law or in equity.
Notwithstanding the foregoing, either party may disclose Confidential Information to the limited extent such disclosure is required by applicable law, a court of competent jurisdiction or a governmental agency provided: (i) the receiving party first notify the disclosing party if legally permitted to do so; (ii) fully cooperate with the disclosing party in seeing a protective order or other limits on the material disclosed; and (iii) in any event limit the disclosure to the minimum necessary to comply as determined by the receiving party's legal counsel. Sonisto retains all right, title and interest in and to the Site and its Confidential Information, and you acknowledge that you neither own nor acquire any rights in and to the Site or such Confidential Information pursuant to these Terms. You further acknowledge that Sonisto retains the right to use the Site for any purpose in Sonisto's sole and exclusive discretion.
Disclaimer of Warranties
Your use of the Site(s), Materials and/or the Services is at your own risk. The Third Party Content has not been verified or authenticated in whole or in part by Sonisto, and it may include inaccuracies or typographical or other errors. Sonisto does not warrant the accuracy or timeliness of the Materials or the Third Party Content contained on the Site(s). Sonisto has no liability for any errors or omissions in the Materials or the Third Party Content, whether provided by Sonisto or our licensors.
SONISTO, FOR ITSELF AND ITS LICENSORS AND SUPPLIERS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE(S), MATERIALS, YOUR CAMPAIGN OR SONISTO'S HOSTING THEREOF, THIRD PARTY CONTENT OR SUBMISSIONS, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE(S) AND/OR THE RESULTS OBTAINED FROM THE USE OF THE SITE(S) OR MATERIALS, INCLUDING WITHOUT LIMITATION THE THIRD PARTY CONTENT OR SUBMISSIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE(S), THE THIRD PARTY CONTENT, THE HOSTING OF YOUR CAMPAIGN AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE(S) IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SONISTO MAKES NO WARRANTIES REGARDING THE AVAILABILITY OR UPTIME OF THE SITE(S) OR SERVICE OR THAT THE SITE(S) OR SERVICE WILL OPERATE WITHOUT ERRORS OR WILL BE UNINTERRUPTED. SONISTO DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Limitation of Liability
IN NO EVENT WILL SONISTO AND/OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE(S), THE USE OR PERFORMANCE OF THE SITE(S), THE DELAY OR INABILITY TO USE THE SITE(S), OR FOR ANY INFORMATION, THIRD PARTY CONTENT, YOUR APPLICATIONS, SUBMISSIONS OBTAINED THROUGH THE SITE(S), OR OTHERWISE ARISING OUT OF THE USE OF THE SITE(S), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SONISTO OR ANY OF ITS SUPPLIERS OR LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE(S), OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE(S). THIS SOLE AND EXCLUSIVE REMEDY IS SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION THAT LIMITS SONISTO'S LIABILITY OR YOUR REMEDIES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL SONISTO'S AND/OR ITS SUPPLIERS OR LICENSORS TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHERWISE) EXCEED THE GREATER OF (A) THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES PURCHASED ON THE SITE(S) IN THE SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST SONISTO; OR (B) ONE HUNDRED DOLLARS (USD $100).
YOU WILL INDEMNIFY, DEFEND AND HOLD SONISTO AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN "INDEMNIFIED PARTY") HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, JUDGMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY SONISTO AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT. In the event of a third party claim, Sonisto will promptly notify you of such claim, and will provide reasonable assistance in the defense of such claim at your expense. You must defend the claim with counsel approved by Sonisto, such consent to not unreasonably be withheld or delayed. In the event Sonisto chooses to participate in the defense it will pay its own counsel provided, however, that if you are not defending the claim, or are not doing so with counsel approved by Sonisto, you will be liable for any additional defense costs. You may settle any claim provided such settlement is a full and complete settlement of all claims and liabilities against Sonisto, and that you will not acquiesce to any judgment or enter into any settlement that imposes any obligation or liability on any Indemnified Party without its express prior written consent.
Relationship of the Parties. The parties are independent contractors with respect to one other. These Terms do not create and will not be construed as creating a partnership, joint venture, or employment relationship between the parties. Neither party will have, and will not represent to any third party that it has, any right to obligate or bind the other party in any manner whatsoever. Nothing in these Terms will give, or is intended to give, any rights of any kind to any third party.
Assignment _ . _ Neither party may assign or delegate any of its rights or obligations under these Terms without the express prior written consent of the other party, and any attempt to do so in contravention of this provision will be null and void, except that Sonisto may assign its rights and obligations under these Terms without such consent in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to these Terms or similar transaction, to be effective upon notice to you. These Terms inure to the benefit of and will be binding on the parties' permitted assignees, transferees and successors.
Waiver. A waiver of any provision of these Terms will only be valid if provided in writing and will only be applicable to the specific instance and occurrence so waived. The failure by Sonisto to insist upon the strict performance of these Terms, or to exercise any term hereof, will not act as a waiver of any right, promise or term herein. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
Construction. Section headings are for reference purposes only and should not be used in the interpretation of these Terms. No provision of these Terms will be construed against either party as the drafter thereof. Each party has had the opportunity to consult with counsel in the negotiation of these Terms. If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality or enforceability of the remaining provisions of these Terms, and such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law.
Force Majeure Neither party will be liable for, or will be considered to be in breach of, these Terms on account of any delay or failure to perform as required by these Terms as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs (which will include, without limitation, acts of God, telecommunications, Internet or network failure, results of vandalism or computer hacking, fire, storm or other natural occurrences, any conflicting order, direction, action or request of the federal, state and/or local governments or of any regulatory department, agency, commission, court or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, wars, strikes, work stoppages or other such labor difficulties), the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of such event. Notwithstanding the foregoing, the parties' obligations to one another will be excused and/or postponed during and only for the duration of the applicable force majeure event and will resume as soon as practicable after the force majeure event has ended.
Notices. All notices and other communications required or permitted to be given under these Terms will be given in writing. Notices to Sonisto shall be sent to firstname.lastname@example.org. Notices to you will be sent to the address indicated in your registration for the Services. Notices will be sent by certified mail, delivered by a nationally recognized courier service, delivered by hand, or sent by email, and are deemed to have been received when they are delivered by courier, hand delivered, or emailed with a delivery receipt, or five business days after the date of mailing by certified mail. Either party may change its address by giving notice of the new address to the other party in writing.
Entire Agreement and Language. These Terms constitute the entire understanding between the parties concerning the subject matter hereof and supersedes all prior and/or contemporaneous discussions, contracts and representations, whether oral or written and whether or not executed by Sonisto and you. These Terms or any part or provision hereof will not be deemed waived, amended, or modified by either party unless such waiver, amendment or modification is in writing and executed by authorized representatives of both parties. These Terms will be executed in English and any other language versions will be for convenience only.
Choice of law: Sonisto controls and operates the Site(s) from its headquarters in the Kingdom of Denmark and the Materials, Services, Submissions and/or Third Party Content may not be appropriate or available for use in other locations. If you use the Site(s) outside the European Union, you are responsible for following applicable local laws and regulations including, but not limited to data privacy and data security laws and regulations. These Terms are governed by the Laws of the Kingdom of Denmark excluding its choice of law rules. If you are a consumer, you may have the right to claim that the Terms are governed by your local laws.
Definitions. As used in this Arbitration Provision, the terms " Sonisto ," " we," " us," and " our" refer to Sonisto ApS , including its subsidiaries and agents; the terms " you" and " your" refer to you as an individual as well as other individuals you allow to access or use the Services, and any legal entity you control, work for, or represent when you access or use the Services. The word " Services" means your access to and/or use of any Sonisto website, Materials, Third Party Content or Submissions and any product, service, or software that you obtain from or through Sonisto. The word " Claims" means all claims, disputes, or controversies between you and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Services. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.
Informal Efforts to Resolve Dispute. If a dispute arises between you and Sonisto, you should first attempt to resolve it by contacting our Customer Service Center at email@example.com . We will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt.
Notice for California Users Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice: The headquarters of Sonisto is currently located at Ved Stadsgraven 9, kl. tv., 2300 København S, Denmark and can be reached at email: firstname.lastname@example.org. The charges for access and use of the products and services are specified on the Site. If you have a complaint regarding the products or services or want to request a paper copy of these Terms, please contact Sonisto by writing to the address above, or by e-mail at legal@Sonisto.com. The Consumer Information Center of the Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95384, or by telephone at (916) 445-1254 or (800) 952-5210.