Sonar Terms of Service

These Terms of Service (“Terms”) govern access to and use of the services provided by Sonar Software US Inc. (“Sonar”) and are incorporated by reference into each Order Form and Statement of Work (“SOW”) executed between Sonar and the customer identified in the applicable Order Form or SOW, together with its individual users, as applicable (“You”). By accessing or using any Sonar service, You agree to be bound by these Terms.

1. DEFINITIONS

“Agreement” means, collectively, these Terms, the applicable Order Form or Statement of Work, the Service Level Agreement and the Privacy Policy.

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation business, technical, financial, and product information, the Services, Documentation, and Your Data.

“Deliverables” means any work product specifically identified as a deliverable in a Statement of Work.

“Order Form” means an ordering document executed by both parties that specifies the Services, fees, and term for the Sonar System.

“Privacy Policy” means Sonar’s privacy policy located at https://sonar.software/privacy-policy.

“Professional Services” means implementation, configuration, integration, training, consulting, or other services performed by Sonar as described in a Statement of Work.

“Services” means, collectively, the Sonar System, including Sonar Academy, and any Professional Services provided by Sonar, as applicable.

“Service Level Agreement” or “SLA” means Sonar’s service level agreement located at https://sonar.software/sla.

“Sonar Academy” means Sonar’s online learning platform, including all course content, training materials, videos, documentation, and related functionality.

“Sonar System” means Sonar’s proprietary software-as-a-service platform as described in the applicable Order Form.

“Statement of Work” or “SOW” means an ordering document executed by both parties that describes the scope, deliverables, timeline, and fees for Professional Services.

“Training Data” means data related to Your use of Sonar Academy, including course progress, completion status, and usage analytics.

“Your Data” means any data, content, or information submitted, uploaded, or transmitted by You or on Your behalf to the Services, excluding Training Data and any aggregated or anonymized data derived therefrom.

2. STRUCTURE OF AGREEMENT

The Agreement between the parties consists of: (a) the applicable SOW; (b) the applicable Order Form; (c) these Terms; (d) the SLA; and (e) the Privacy Policy. In the event of conflict, the applicable SOW will control, followed by the applicable Order Form, then these Terms, then the SLA, and then the Privacy Policy.

3. ACCOUNTS

You may be required to create accounts to access certain Services. Accounts are issued to specific individuals and may not be shared. You agree to provide accurate and complete information, maintain the security of login credentials, and promptly notify Sonar of any unauthorized use. You are responsible for all activity occurring under Your accounts.

For Sonar Academy, Sonar does not provide administrative or “master account” functionality for organizations. Access to Sonar Academy is granted on a per-user basis, even where users are affiliated with the same organization.

4. ACCESS AND USE

Subject to payment of applicable fees and compliance with this Agreement, Sonar grants You a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Your internal business purposes, including internal training purposes.

You shall not:

Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Services;
Copy, reproduce, distribute, publish, display, or create derivative works from the Services or any content made available through the Services;
Resell, sublicense, or commercially exploit the Services;
Share access credentials with others;
Use the Services for any unlawful purpose;
Attempt to gain unauthorized access to the Services or related systems; or
Interfere with or disrupt the integrity or performance of the Services.

All software, training materials, course content, and documentation are proprietary to Sonar or its licensors. No rights are granted except as expressly set forth in this Agreement. Any unauthorized use is strictly prohibited.

You agree not to use the Services in violation of any applicable law or regulation. Sonar reserves the right to suspend or terminate access for violations of this Section.

5. FEES AND PAYMENT

You shall pay all fees set forth in the applicable Order Form or Statement of Work. All fees are non-refundable. Access to certain portions of the Services may require payment. By purchasing access, You agree to pay all applicable fees and authorize Sonar (or its third-party payment processor) to charge Your designated payment method.

Unless otherwise stated in the applicable SOW, Professional Services fees are based on time and materials and invoices are due upon receipt. You are responsible for reasonable pre-approved travel and out-of-pocket expenses.

Sonar may suspend access to the Services immediately, without notice or liability, for non-payment. Undisputed amounts not paid when due may accrue interest at 1% per month.

6. TERM AND TERMINATION

The Agreement will remain in effect for the term set forth in the applicable Order Form and will automatically renew unless either party provides at least ninety (90) days’ prior written notice of non-renewal. Each SOW will remain in effect until completion of the Professional Services described therein unless earlier terminated.

An Early Termination Fee is payable by You to Sonar if You terminate this Agreement before the end of the term as specified on the applicable Order Form, except if You terminate the Agreement for uncured material breach. The Early Termination Fee will be equal to the greater of: (i) the average monthly fees associated with Your usage of the Sonar System during the three (3) month period preceding cancellation (or where three (3) months have not yet passed since the subscription start date, then based on estimated monthly fees as shown in the Order Form) multiplied by the number of whole or partial months remaining in the term; or (ii) the total contract value minus any payments made.

Sonar may suspend access to the Services immediately, without liability, if: (i) You are in breach of this Agreement; (ii) required to comply with applicable law; (iii) there is a security risk; (iv) Your use threatens system integrity; or (v) for non-payment.

Sonar may suspend or terminate a SOW if You materially breach and fail to cure. Upon termination of a SOW, You will pay for all Professional Services performed through the effective date of termination.

Sonar may suspend or terminate Your access to Sonar Academy at any time if You violate these Terms. Upon termination, Your right to use Sonar Academy will immediately cease.

Upon termination of this Agreement, Your right to use the Services will immediately cease and You will pay for all Services performed through the effective date of termination. Termination does not relieve either party of obligations accrued prior to the effective date of termination.

7. DATA

You retain ownership of Your Data. You grant Sonar a license to use Your Data solely to provide the Services.

Sonar may use aggregated and anonymized data derived from Your Data for analytics and product improvement.

Notwithstanding the foregoing, Sonar owns all Training Data. Training Data may be used to operate, improve, and analyze Sonar Academy and may be associated with Your affiliated organization.

Use of the Services is subject to the Privacy Policy, which is incorporated by reference and located at https://sonar.software/privacy-policy.

The Services utilize third-party platform providers, including hosting and content delivery providers, to deliver content and functionality. Sonar is not responsible for the availability or performance of such third-party services.

8. PROFESSIONAL SERVICES

Sonar will perform Professional Services as described in each SOW. Sonar has no obligation to perform any Professional Services unless a corresponding SOW has been executed by both parties. Each SOW is a separate engagement. Changes to scope require a written change order signed by both parties.

You shall:

Provide timely access to personnel, systems, and information reasonably required;
Designate a project manager with authority to make decisions;
Perform Your obligations set forth in the SOW;
Ensure that Your systems and environment meet Sonar’s requirements; and
Allocate appropriate personnel for data validation, configuration decisions, and acceptance testing within agreed timelines.

Sonar’s performance is dependent on Your timely cooperation. Delays caused by You may

result in schedule adjustments and additional fees.

Sonar will assign qualified personnel and may replace personnel at its discretion with similarly skilled resources.

If Deliverables are specified in a SOW, You will have thirty (30) days after delivery to accept or reject them. Rejections must include reasonable detail. Sonar will use commercially reasonable efforts to correct deficiencies. If You do not reject within the acceptance period, the Deliverables will be deemed accepted.

Your sole remedy for non-conforming Deliverables is re-performance or, if Sonar is unable to cure, a refund of fees paid for the affected Deliverable.

The following assumptions are incorporated into each SOW unless the SOW expressly provides otherwise:

Sonar’s standard working hours are 9:00 am – 5:00 pm Central time, Monday to Friday. Requests outside these hours may incur additional costs, except in cases where such services are required to address emergency issues arising directly from a failure attributable to Sonar.
Any requests, whether submitted by Sonar or You, submitted before noon (CT) will be reviewed and accommodated the same business day when possible, to minimize disruption to the planned schedule. Requests submitted after noon (CT) will be addressed on the next business day to ensure current scheduled activities remain on track.
Any additional tasks or customizations outside the scope will require a separate SOW.
Sonar will follow a phased approach and report progress at critical milestone completions.
You will provide timely access to Your system and any related tools necessary to perform the project.
Data extraction will be collaborative, but Sonar will have primary responsibility for managing the extraction, transformation, and import activity.
Both You and Sonar will ensure that the necessary staff are available during regular business hours and business days to respond to requests within a reasonable time frame.
Any elective request for work outside normal business hours requires Sonar approval and advance planning. Such requests must be submitted at least five (5) days in advance to ensure appropriate personnel can be scheduled. When after-hours work is approved, You must have Your technical staff available during the same days and times to provide support.
Although Sonar can provide recommendations on better business practices, Sonar is not a specialist for certain types or brands of equipment and is not a business or networking consultant. You are encouraged to consult Your own advisors to validate recommendations Sonar may make to You.

9. SONAR ACADEMY

Access to certain portions of Sonar Academy may require payment. Sonar Academy access is granted on a per-user basis.

Sonar Academy may issue certificates or credentials upon completion of certain courses

(“Certifications”). These Certifications are created and issued solely by Sonar.

Sonar makes no representations or warranties that:

Certifications will be recognized by any third party; or
Completion of any course will result in job placement, advancement, or business outcomes.

Sonar Academy provides training on use of Sonar products and related best practices. While Sonar strives for accuracy, the content is provided for educational purposes only and may not reflect all real-world scenarios.

10. INTELLECTUAL PROPERTY

Sonar retains all right, title, and interest in and to the Services, all Deliverables, and all underlying technology, including all improvements and derivative works. All content made available through the Services, including without limitation course materials, videos, documentation, and software, is owned by Sonar or its licensors and is protected by intellectual property laws. No rights are granted except as expressly set forth in this Agreement. Any unauthorized use is strictly prohibited.

To the extent Deliverables are provided, Sonar grants You a limited, non-exclusive, non-transferable license to use such Deliverables solely in connection with Your authorized use of the Sonar System.

11. WARRANTIES AND DISCLAIMERS

Sonar warrants that Professional Services will be performed in a professional and workmanlike manner.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICES, PROFESSIONAL SERVICES, DELIVERABLES, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. SONAR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SONAR DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY TRAINING CONTENT WILL BE COMPLETE, ACCURATE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

Beta, experimental, AI, or automated features are provided without any warranties and may be modified or discontinued at any time.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

SONAR’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Professional Services are subject to the limitations of liability set forth in this Section.

13. INDEMNIFICATION

You will indemnify and hold harmless Sonar from any claims arising from Your Data, Your misuse of the Services, or Your violation of these Terms.

Sonar will indemnify You for third-party intellectual property infringement claims arising from Your permitted use of the Services.

14. CONFIDENTIALITY

The Receiving Party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) protect such Confidential Information using at least reasonable care (and no less than the care it uses to protect its own confidential information of a similar nature); (iii) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iv) not reverse engineer, decompile, or otherwise attempt to derive any underlying ideas, algorithms, or trade secrets from Confidential Information.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure without restriction; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it (to the extent legally permitted) gives prompt notice to the Disclosing Party and reasonably cooperates in any effort to obtain confidential treatment.

Upon termination or request, the Receiving Party shall return or destroy all Confidential Information, except for archival copies retained in the ordinary course of business, which shall remain subject to this Section.

Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be insufficient, and that the Disclosing Party is entitled to seek equitable relief in addition to any other remedies available.

15. GENERAL PROVISIONS

Sonar may identify You as a customer of Sonar and use Your name, logo, and trademarks in Sonar’s marketing materials, website, and sales presentations, provided such use is consistent with any trademark usage guidelines provided by You. Sonar will cease such use upon Your reasonable written request.

You may not assign or transfer this Agreement, in whole or in part, without Sonar’s prior written consent, not to be unreasonably withheld; provided, however, that either party may assign this Agreement without such consent to: (i) an affiliate; or (ii) a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the parties and their permitted successors and assigns.

Sonar may use subcontractors in the performance of its obligations under this Agreement. Sonar remains responsible for the performance of its subcontractors.

Sonar and You are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

Sonar may update these Terms from time to time. Updates apply prospectively. Continued use of the Services constitutes acceptance of the updated Terms.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

This Agreement shall be governed in all respects by the laws in force of the State of Delaware, United States, without regard to conflicts of law principles. You and Sonar irrevocably consent to the exclusive jurisdiction and venue of the Chancery courts in Delaware for all disputes arising out of or relating to this Agreement.

Any action, suit, or proceeding arising under or in connection with the Services or this Agreement must be commenced within one year after the claim or cause of action arises.

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in effect.

These Terms, together with the applicable SOW, Order Form, SLA, and Privacy Policy, constitute the entire agreement between You and Sonar regarding the Services and supersede all prior agreements regarding the Services.