License Grant to Customer. Subject to the terms and conditions of this Agreement, Sona hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable, revocable license, without the right to sublicense, to use the Services, including the Product Data, during the Term (defined below) of this Agreement, in accordance with the terms of this Agreement, solely for Customer’s own business purposes, and not for any purpose which competes with Sona’s provision of these Services. The Services may incorporate or include certain software and data developed and licensed to Sona by third parties, in which case Sona hereby grants Customer to the maximum extent possible the rights that Sona is permitted to grant under the license between Sona and the applicable third party.
Product Data. In addition to Customer's other obligations and use restrictions hereunder, the terms in this Section apply to the use of Product Data. Customer may only use Product Data as set forth in this Agreement. Sona and its licensors may use Product Data to improve its products and services. All technology used in the Services and all Product Data shall remain the exclusive property of Sona and/or its data licensors. This Agreement confers no ownership of the aforementioned technology or Product Data to the Customer, except for the rights explicitly granted herein. You, therefore, may not use the Services, including any Product Data, to create any derivative work, service or product, on your own or on behalf of any other organization, and you may not resell or re-license the Product Data in any manner or form. Customer may use, store, print, or make a copy of the Product Data solely for your internal business purposes.
Customer shall not transfer possession, right or title of or to such data to any third parties for any other purpose whatsoever. Customer shall not use or permit the use of the Product Data: (i) in violation of any applicable Laws (as defined below), statutes, rules or regulations including, but not limited to, all applicable "do not call", "do not mail", Direct Marketing Association guidelines, and similar do not solicit federal, state, county and local regulations; (ii) to violate the rights of others (including without limitation privacy rights); (iii) in the development of any data products or services to be provided to third parties including, without limitation, any list enhancement or data appending service or product; or (iv) to determine a consumer’s eligibility for (1) credit or insurance for personal, family or household purposes, (2) employment, (3) a government license or benefit, or (4) any other purpose governed by the Fair Credit Reporting Act. Sona reserves the right to suspend the Services (or any portion thereof) without notice in the event the Customer’s use of the Services (including Product Data) is in violation of this Section, and to terminate this Agreement for violations of this Section.
As used in this Section, “Laws” shall mean any federal, state, local, foreign or supra-national laws, regulations, rules, directives, ordinances, orders and judgments, including, without limitation, all Federal Trade Commission rules, regulations and staff reports, as well as (to the extent applicable) the EU Data Protection Directive (Directive 95/46/EC), any rules promulgated thereunder, and any self-regulatory guidelines relating to digital advertising. behavioral targeting, privacy or data security promulgated from time to time by the Network Advertising Initiative or the Digital Advertising Alliance.
Customer represents and warrants that it has in place and shall undertake the following in connection with this Agreement:
Notice and Consent. You shall comply with all laws applicable to your use of the Services. Customer shall obtain any permissions, provide any notices or complete any other action required by Laws to lawfully market to any person or process personally identifiable information. Notwithstanding anything herein, Customer is solely responsible for your own understanding of, and compliance with, all applicable Laws. We make no representations regarding what applicable Laws require of Customer (including with respect to notices, consents, and permissions). Customer should consult legal counsel regarding requirements you may have under any such applicable Laws.
Privacy Policy. In particular, Customer shall place into its privacy policy the following (or alternative, equally protective) language approved by your legal counsel on your website if Sona is providing you Product Data:
Third-Party Cookies. Notwithstanding anything else in this privacy policy, we and our marketing partners may use IP address, browser information, and your device information obtained by us when you visit our site, utilize our services, or open messages sent by us, in conjunction with third party web cookies, pixels, or similar technologies, enabling us to obtain personal data about you (such as your name, contact details, location, and employer) held by third parties. To learn more click here [INSERT link to the section within your privacy policy that explains the collection of data]. To opt out of the specific data collection and sharing practices described in this provision, please [INSERT method that user may use to opt out - e.g., form on your site that collects the email addresses of site visitors who do not wish to have their information collected and used].
Customer shall not rely on Sona’s opinion or direction as a substitute for legal advice and shall retain the responsibility for ensuring that its own conduct and policies (including its privacy policy) are sufficiently protective of its Users’ rights.
5. CUSTOMER PROPRIETARY MATERIALS
Acknowledgment. Sona acknowledges that, as between Customer and Sona, Customer owns and retains all right, title, and interest in and to the data, information, content, and other materials that are submitted, posted, collected, transmitted, or otherwise provided by Customer through the Services or to Sona in connection with Customer’s use of the Services, excluding Service usage data, aggregated data, de-identified data, and any other information, data models, content, or materials owned or controlled by Sona (“Customer Proprietary Materials”).
License to Sona. Customer hereby grants Sona a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the Customer Proprietary Materials during the Term (defined below) of this Agreement solely for the purpose of hosting, operating, improving, and providing the Services and other related products, services, and technologies.
License to Sona. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all rights, authority, and licenses necessary for Sona’s access to and use of the Customer Proprietary Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) and (ii) Sona’s use of the Customer Proprietary Materials in accordance with this Agreement will not violate any applicable laws or regulations, infringe any of the Parties’ Intellectual Property Rights or cause a breach of any agreement or obligations between Customer and any third party.
Sona Intellectual Property. Sona is the sole owner of and will retain ownership of all right, title, and interest in the Services (including the Product Data), the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, documentation, aggregate data related to the Services, all improvements, modifications or enhancements to (or derivative works of) the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing (“Sona IP”). This includes, without limitation, any Product Data that you download, print, save or incorporate into other materials.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Sona reserves and, as between the Parties, will solely own, the Sona IP and all rights, title and interest in and to the Sona IP. All Intellectual Property Rights created in any Sona IP will vest solely in Sona upon creation, and to the extent that sole ownership does not originally vest in Sona, such Intellectual Property Rights are hereby automatically and irrevocably assigned by Customer to Sona. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion, or otherwise) other than as expressly set forth herein.
General. Customer is solely responsible for (i) any communications between Customer and any individual contained within Product Data and (ii) any compliance with applicable laws for any actions taken by or on behalf of you pursuant to Product Data received by you.
Reporting Obligations. Customer shall notify Sona immediately of any unauthorized use of any password or account or any other known or suspected breach of security related to the Services. Customer shall report to Sona immediately, and use reasonable efforts to stop immediately, any copying, distribution or misuse of the Services or any other related technology, services or deliverable that becomes known or suspected by the Customer.
Product Data Security. Customer affirms that all locations within Customer’s environment where Product Data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that Product Data is accessible only by Customer. In the event of any suspected activity involving Product Data that could result in the compromise of the controls described above, Customer shall promptly notify Sona and provide all available information, and shall cooperate with Sona’s reasonable requests in connection with investigating and remediating any such incident.
Marketing Communications. All marketing communications used in connection with the Product Data shall (i) be devoid of any reference to the source of the recipient's name and address or to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation; (ii) comply with all applicable privacy policies; and (iii) not contain sexually explicit or obscene materials, or materials that are otherwise deemed offensive.
Email Addresses. In addition to Customer’s other obligations and use restrictions hereunder, the following terms apply to Customer when Customer receives email addresses from Sona as part of the Product Data:
Customer acknowledges that, if Customer will be emailing marketing solicitations regarding products prohibited by law to be advertised to or used by minors, applicable law may require suppression processing to be run against Customer’s files in order to suppress all email addresses accessible to minors from such marketing solicitations. Customer warrants that Customer will apply such suppression processing as required by law prior to utilizing email address data provided herein. Customer will indemnify and hold Sona, its agents and employees harmless from and against any claim, action or liability (including damages, costs, expenses and reasonable attorneys’ fees), that may arise against Sona as a result of Customer’s failure to comply with the foregoing requirement.
Customer shall use the Product Data for marketing and management purposes only and shall not transfer possession, right or title of or to such data to its clients or any third parties for any other purpose whatsoever.
9. SUPPORT, SERVICE LEVELS, AND MANAGED SERVICES
Support. Sona will provide reasonable technical support to Customer by electronic mail and/or phone in connection with its use of the Services on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, with the exception of U.S. federal holidays (“Support Hours”), subject to the following conditions: (i) prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (ii) Customer will reasonably cooperate with Sona support staff as needed to resolve the issue.
Service Levels. Sona will use commercially reasonable efforts to make the Services available during the term of the Agreement, twenty-four hours a day, seven days a week, except for excused downtime, which, for purposes of this Agreement, means (i) planned downtime (with reasonable advance notice to Customer) of the Services; (ii) emergency downtime of the Services; and (iii) any unavailability of the Services caused by circumstances beyond Sona’s reasonable control. Customer may initiate a help desk ticket during Support Hours by emailing
platform-support@sonalabs.com. Customer acknowledges and agrees that the service levels are performance targets only and any failure of Sona to meet any service level shall not result in any breach of this Agreement or any payment or liability of Sona to Customer.
Managed Services. Customer may contract with Sona to perform certain managed services beyond the software services that Sona provides (“Managed Services”), including, for instance, data and analytics strategy, data integration and engineering, data visualization and reporting. The specific details of the Managed Services to be performed, if any, will be determined on a per-project basis and described in the Order Form.
11. FEES, INVOICES, PAYMENTS
Fees. Customer will pay Sona the non-refundable fees set forth in the relevant Order Form in accordance with the terms therein, including any Usage Charges (if applicable), and without offset or deduction (collectively, the “Fees”). Sona reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term (defined below) or then-current Renewal Term (also defined below), upon sixty (60) days prior notice to Customer (which may be sent by email).
Invoices. Except as otherwise provided in the relevant Order Form, Sona will issue an annual invoice to Customer for the Fees, except for Usage Charges, during the Term. Usage Charges will be billed each calendar month. Customer will pay all amounts set forth on any such invoice no later than fifteen (15) days after Customer’s receipt of an invoice.
Payments. Payments due to Sona under this Agreement must be made in U.S. dollars by credit card or debit card (unless otherwise agreed) via our payment processor, Stripe, except for payments for Managed Services (if you choose to request Managed Services), which are variable and must be paid by check, ACH, or wire transfer of immediately available funds. You understand and agree that the recurring payment for the Services (excluding Managed Services), as identified in the applicable Order Form, is a recurring payment and will continue monthly or annually (as specified in the applicable Order Form) through the Term of this Agreement. All payments are non-refundable, and neither Party will have the right to set off, discount, or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, and Sona may suspend Services until all payments are made in full. Customer will reimburse Sona for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
Payment Processor. When you use direct billing (e.g. debit card, credit card) to make a payment, we will use a third-party payment processor to bill you through the payment method you provided. To facilitate payment for the Services for direct billing, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to this Agreement, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. Sona assumes no liability or responsibility for any payments you make through the Service. If paying by direct billing, you must provide and maintain a current, complete, and accurate payment method. You represent and warrant that you have the legal right to use any such payment method. We reserve the right to correct any errors or mistakes that the payment processor makes, even if it has already requested or received payment. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand. You authorize us to attempt repeat charges on your payment method if an initial attempt to charge fails.
Automatic Billing. If Customer has signed up for automatic billing, Sona will charge Customer’s selected payment method (such as a credit card, debit card, or other method available in Customer’s home country) for any Fees on the applicable payment date, including any applicable taxes. If Sona cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Sona will attempt to charge Customer’s primary payment method or any other payment method that Customer has provided. In accordance with applicable law, Sona may update information regarding Customer’s selected payment method if Sona is provided such information by Customer’s financial institution.
Taxes. Customer shall be responsible for all sales, use, excise, ad valorem taxes, and any other similar taxes, duties, and charges of any kind imposed by any government or regulatory authority on amounts payable by Customer to Sona. In the event that Customer is required to deduct or withhold any taxes from the amounts payable to Sona, Customer will pay an additional amount so that Sona receives the amounts due in full.
Term. The initial term of this Agreement shall commence upon the Effective Date and continue for the length of the Initial Term as specified in the Order Form (the “Initial Term”) unless otherwise terminated by a Party in accordance with this Agreement. After the Initial Term, unless otherwise stated in the Order Form, this Agreement shall automatically be extended for additional periods of the same duration as the Initial Term (each a “Renewal Term” and taken together with the Initial Term, the “Term”), unless a Party provides the other with at least thirty (30) days written notice of its intent not to renew this Agreement prior to the end of the then-current Term.
Termination. Either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. Customer acknowledges that Sona may terminate this Agreement in the event that Sona chooses, or is otherwise required, to discontinue its provision of the Services contemplated in this Agreement.
Effect of Termination. Upon termination of this Agreement: (i) all fees due from Customer under this Agreement as of the date of termination will immediately be due and payable and paid in full within fifteen (15) days of the termination date; (ii) Customer will no longer access, use, or display the Services in any manner, (iii) each Party to this Agreement will cease any use of the other Party’s trademarks or intellectual property; (iv) the license grants contained in Sections 3(b) and 5(b) shall immediately expire as of the date of termination; (v) each Party shall return or destroy the Confidential Information received from the other Party if requested by the Disclosing Party and shall certify such return or destruction in writing to the Disclosing Party; and (vi) all provisions of this Agreement intended by their nature to survive the termination of the Agreement, shall survive, including without limitation, confidentiality obligations, warranty disclaimers, indemnifications, limitations of liability, and dispute resolution. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued from the Effective Date to the date of expiration or termination, or entitle Customer to any refund.
Product Data and Termination. Upon expiration or termination of this Agreement for any reason, you shall cease accessing the Services in any way and delete all Product Data, including stored or cached Product Data, within 30 days of such termination, including any backup copies, and provide written confirmation to Sona of such deletion.
15. PUBLICITY AND CASE STUDIES
Publicity. Subject to the provisions of Section 12 (Confidentiality), each Party shall have the right to publicly announce the existence of the business relationship between the Parties. In addition, during the Term, Sona may use Customer’s name, trademarks, and logos (collectively, “Customer’s Marks”) on its website and in its marketing materials to identify Customer as Sona’s customer, for the purpose of providing the Services to Customer, and to use in connection with the Case Studies (as defined below), provided that Sona shall use commercially reasonable efforts to adhere to the usage guidelines, if any, furnished by Customer with respect to Customer’s Marks.
Development and Use of Case Studies. Customer grants Sona a non-exclusive, royalty-free, worldwide license to develop and use case studies (the "Case Studies") that showcase the services provided and the outcomes achieved for Customer. These Case Studies may be used for various marketing and sales materials, including Sona’s website, brochures, presentations, social media, and conference materials.
Case Study Content, Feedback, and Cooperation. Sona will make commercially reasonable efforts to exclude any Confidential Information from Case Studies. Prior to publication, Sona will provide Customer with a draft Case Study for review. Customer agrees to provide feedback in good faith within a reasonable timeframe (e.g., 10 business days). Customer also agrees to cooperate reasonably with Sona in developing the Case Study, including providing relevant information and materials upon request.
16. INDEMNIFICATION OBLIGATIONS
Customer Indemnification Obligations. Customer will indemnify, hold harmless, and defend Sona against claim, suit, or proceeding brought by a third party (“Claims”) arising from (i) any Customer Proprietary Materials, including, without limitation, (a) any Claim that the Customer Proprietary Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (b) any Claim that the use, provision, transmission, display or storage of Customer Proprietary Materials violates any applicable law, rule or regulation; (ii) any of Customer’s own products or services; (iii) any material misrepresentation by Customer; (iv) Customer’s breach of any material representation, warranty, or obligation by under this Agreement; (v) Customer’s violation of any applicable Laws (as such term is defined in Section 3 (Services)); (vi) use of the Services (including Product Data) by Customer in a manner that is not in accordance with this Agreement, including, without limitation any breach by Customer of Section 7 of this Agreement (Restrictions and Limitations); or (vii) any content or data submitted or provided by Customer through the Services. In each case, Customer will indemnify and hold harmless Sona against any damages and costs awarded against Sona or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.
Sona Indemnification Obligations. Subject to Section 16(c) (Indemnification Obligations–Exclusions), Sona will defend Customer against any Claim alleging that Customer’s use of the Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Sona (including reasonable attorneys’ fees) resulting from such Claim.
Exclusions. Sona’s indemnification obligations will not apply if the underlying third-party claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Proprietary Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Sona; (iv) modifications to the Services by anyone other than Sona; (v) Customer’s combination of the Services with software, data, or materials not provided by Sona; or (vi) Customer’s continued use of a prior version of the Services that has been superseded by a non-infringing version subsequently released by Sona. Furthermore, Sona’s indemnification obligations do not apply with respect to Free Trials and pre-release features.
Remedies Related to Infringement. If Sona reasonably believes the Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Sona may, at its sole option and expense, use commercially reasonable efforts to: (i) modify or replace Services or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Sona determines that neither alternative is commercially practicable, Sona may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Sona will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section shall constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Services.
Indemnification Procedure. A Party seeking defense and indemnification (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing of any Claim, provided that failure to give notice will only relieve the Indemnifying Party of liability to the extent the Indemnifying Party has suffered actual prejudice by such failure. The Indemnifying Party will (i) control the defense of any such claim; (ii) reimburse the Indemnified Party for any reasonable legal expenses directly incurred as a result of the Claim, as such expenses are incurred; and (iii) have the right to consent to judgment on, or otherwise settle, an indemnified claim; provided that the Indemnifying Party may not settle any claim without the Indemnified Party's prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services. The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel, or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
19. MISCELLANEOUS PROVISIONS
Applicable Law. This Agreement is governed by and will be construed under the laws of the State of California, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
Relationship of the Parties. Sona and Customer are and will remain, independent contractors. The Agreement does not constitute a partnership or joint venture relationship. Neither Party is a franchisee, agent, or legal representative of the other for any purpose, and neither Party has the authority to act for, bind, or make commitments on behalf of the other.
No Assignment. This Agreement will be binding upon, and inure to the benefit of, Sona and Customer and their respective legal representatives, successors, and permitted assigns. Unless otherwise agreed to in writing by the Parties, neither Party will assign, sublicense or otherwise transfer any of its rights, or delegate any of its duties, hereunder, in whole or in part, except to a person or entity that has acquired or succeeded to all or substantially all of the assigning Party’s business and assets relating to the subject matter of this Agreement (whether by sale, merger, operation of law, or otherwise) and which undertakes in writing to fully perform and discharge the assigning Party's obligations and liabilities hereunder.
Waiver. Either Party’s failure or delay to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
Standard Terms of Customer. No terms, provisions, or conditions of any Order Form, acknowledgment, or other business form that Customer may use in connection with the acquisition or licensing of the Services or ordering of service shall have any effect on the rights, duties, or obligations of the Parties hereunder, or otherwise modify this Agreement, regardless of any failure of Sona to object to such terms, provisions, or conditions.
Force Majeure. Neither Party will be liable nor deemed to be in breach of its obligations hereunder for any delay or failure in performance under this Agreement or other interruptions of service resulting, directly or indirectly, from acts of God, civil or military authority, act of war, accidents, electronic, computer or communications failures, natural disasters or catastrophes, strikes, or other causes beyond the reasonable control of the Party affected thereby.
Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent via the Services or to the relevant (physical or electronic) address set forth in the initial Order Form or to such other address as may be specified by the relevant Party to the other Party in accordance with this Section. Such notices shall deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) when received by telegraphic or other electronic means (with no bounceback message received). Either Party may change its address for notices by providing notice to the other Party in accordance with this Section.
Subcontracting. Sona may use subcontractors and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Sona remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. Stripe), Sona shall use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but shall not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that any such losses are caused directly from the gross negligence or willful misconduct of Sona.
Entire Agreement. This Agreement, together with the schedules, amendments, and other attachments, contains a full, complete, and exclusive expression of the rights and obligations of the Parties. This Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to the Services under this Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. In the event of any conflict or inconsistency between this Agreement and the Order Form, the order of precedence shall be: (1) the applicable Order Form and (2) this Agreement.
Severability. Except as otherwise provided in Section 18 (Dispute Resolution) of this Agreement, if any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
Amendments in Writing. Except as otherwise stated in this Agreement, no amendment, modification, or waiver of any provision of this Agreement will be effective unless set forth in writing that refers to this Agreement and is executed by authorized representatives of each Party.
Modification of Agreement. From time to time, Sona may modify this Agreement, in our sole discretion. Unless another agreement between the parties supersedes this Agreement, changes shall become effective for Customer upon: (i) posting the revised Agreement on the Site or through the Services; (ii) renewal of the then-current Term; or (iii) entry into a new Order Form after the updated version of this Agreement goes into effect. Customer’s continued use of the Services after any of the aforementioned events constitutes acceptance of those modifications.
Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. This Agreement may also be executed and delivered electronically and such execution and delivery will have the same force and effect of an original document with original signatures.
Headings. The headings in this Agreement have been included solely for reference and are to have no force or effect in interpreting the provisions of the Agreement.
No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the Parties and their respective successors and assigns.
