v 1.0 April 20th, 2015

Sonica Terms of Service


This agreement (the "Agreement") is entered into between you, as a private person or a company ("Licensee") and ChitChat Communications, Inc., an Illinois corporation ("Licensor"). THESE TERMS ARE ACCEPTED BY YOU WHEN YOU DOWNLOAD OR USE THE Sonica MOBILE APPLICATION (the "Software").

Definitions


Licensee means the User, together with the business or other entity for which the Software is obtained. Software means any Licensor computer program (in object code) accompanying this Agreement. Updates means, if applicable, any patch, update or new version of the Software delivered to Licensee. User means you, the individual who accepts this Agreement, not any other person. Documentation means help information and/or other documentation provided by Licensor on the Sonica domains.

License Granted to you:


Sonica grants to you a nonexclusive, limited, non-transferable, royalty free license to install and use the Software.

Your Obligations:


Licensee shall:
(a) Consent to the use and transmission of data by the Software in accordance with Sonica's privacy policy (privacy policy).
(b) Use the Software in accordance with local laws.

Restrictions:


Licensee shall not:
(a) use any Confidential Information to create any software or documentation that is similar to any Software or Documentation,
(b) disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying structures, ideas or algorithms of the Software (except and only to the extent these restrictions are expressly prohibited by applicable statutory law),
(c) encumber, lease, rent, loan, sublicense, transfer or distribute any Software,
(d) copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify any Software or Documentation,
(e) use the Software in an automated process,
(f) use the Software, or allow the transfer, transmission, export or re-export of all or any part of the Software or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction,
(g) intercept, monitor, damage, or modify any communication which is not intended for you,
(h) use the Software to transmit or share any material or content that is subject to any third party proprietary rights, unless you have a license or permission from the owner of such rights, or
(i) use the Software for fleet management, dispatch, emergency responder services, crane operation, or any other critical use where injury, death, or damage could occur.
(j) permit any third party to engage in any of the foregoing proscribed acts.

Ownership:


Sonica reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. Sonica owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This Agreement does not transfer from Sonica to User any Sonica or third-party intellectual property.

Fees and Payment:


Sonica reserves the right to charge fees for future use of or access to the Software in Sonica's sole discretion. If Sonica decides to charge for the Software, such charges will be disclosed to you.

Third Party Charges:


The Software uses network services and Licensee may incur additional network data charges (including additional charges when roaming.) Licensee is responsible for paying possible roaming and other applicable charges levied by the mobile network operator.

Support and Maintenance:


Sonica has no obligation under this Agreement to provide any support, maintenance, or other services. Licensee may contact Sonica to determine the availability of support, maintenance and other services, and the fees, terms and conditions applicable thereto.

Updates:


The software is subject to change without notice to Licensee. Updated versions of the software may be created or issued by Sonica from time to time. At its sole option, Sonica may make such updates available to Licensee or authorized transferees of the license.

Termination of Agreement:


(a) Termination:
This License is effective until terminated. You may terminate your license by permanently deleting all your personal information from.the Software. Your rights under this License will terminate automatically without notice from Sonica if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Sonica Software and destroy all copies, full or partial, of the Sonica Software.
(b) Effect of Termination:
The license granted to You by this Agreement shall immediately cease, upon termination of the Agreement, either by You or by Sonica. Thus upon termination You must permanently remove the all parts of the Sonica mobile application from Your device by uninstalling it. All provisions of this Agreement that by their nature should survive termination of this Agreement do survive its termination, including, but not limited to, provisions on ownership, proprietary rights, warranty disclaimers, liability and remedy limitations.

No Warranty, Limitation of Liability, and Indemnification


(a) No Warranty:
THE SOFTWARE AND THE SOFTWARE CONTENT ARE PROVIDED "AS IS," WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. Sonica DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, ARISING BY LAW OR OTHERWISE, REGARDING THE SOFTWARE, THE SOFTWARE CONTENT AND THEIR RESPECTIVE PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, Sonica DOES NOT WARRANT THAT THE SOFTWARE OR THE SOFTWARE CONTENT WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS, AND Sonica SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE, THE SOFTWARE CONTENT OR ANY SERVICE ASSOCIATED THEREWITH.
(b) Limitation of Liability:
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL Sonica BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE Sonica SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF Sonica HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Sonica's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount paid by you for the Software over the 12 month period immediately preceding the event giving rise to the relevant claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
(c) Indemnification:
You agree to defend, indemnify, and hold harmless Sonica, its licensors and suppliers, and each of their respective officers, directors and employees, from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys' fees and costs) arising out of your use of the Voicebeam Software or your breach of this Agreement.

General Provisions:


(a) Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations.
(b) Assignment. You may not assign this Agreement or any of your rights under this Agreement without the prior written consent of Licensor, and any attempted assignment without such consent shall be void.
(c) Amendment. You may not amend or modify this Agreement without the Licensor's express prior written consent.
(d) Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without reference to conflict of laws principles.
(e) Injunctive Relief. You acknowledge and agree that, notwithstanding any other provisions of these Terms of Use, your breach or threatened breach of these Terms of Use shall cause Licensor irreparable damage for which recovery of money damages would be inadequate and that Licensor, therefore, may obtain timely injunctive relief to protect its rights under these Terms of Use in addition to any and all other remedies available at law or in equity.
(f) Waiver. The failure of Licensor at any time or times to require performance of any provision of this Agreement shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
(g) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
(h) Government End Users. The software and documentation are "commercial items"as that term is defined at 48 C.F.R.2.101, consisting of commercial computer software and commercial computer software documentation as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the software and documentation with only those restricted rights as set forth herein.
(i) Export Restrictions. You acknowledge that portions of the Software are of U.S. origin. You agree to comply with all applicable U.S. and international laws governing export and reexport of the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
(j) Force Majeure: Except for the obligations to make payments, neither party shall be bound to meet any obligation if prevented from doing so as a consequence of force majeure. If a situation of force majeure lasts for more than ninety (90) days, the Parties shall be entitled to terminate this Agreement by canceling it in writing, without any rights to compensation for damages or refunds.
(k) Headings: The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs.
(l) Third Party Software: The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.getSonica.com/legal-thirdparty.aspx and are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.