SONICU PURCHASE & SONICLOUD SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS

This document contains the terms and conditions that apply to Customer’s purchase of Sonicu Equipment and Services.

BY EXECUTING A Sonicu Purchase & SoniCloud Subscription Agreement (SSA) WITH SONICU OR AN AUTHORIZED SONICU RESELLER, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.

1. Equipment consists of all hardware, including monitoring devices, sensors and probes, cables and accessories, installation materials, and any other component necessary to the monitoring application(s) selected by Customer. 
2. Services consist of all monitoring data accessible under a SoniCloud Subscription Agreement (SSA), which includes, where applicable, cellular gateway access; software support, updates, and releases; setup and configuration; and report customization/personalization. 
3. SoniCloud: Sonicu shall provide Customer the right to access and use Sonicu’s cloud-based monitoring, alarming and reporting platform, SoniCloud, during the subscription term solely in the manner enabled by Sonicu. Customer agrees to use SoniCloud in compliance with all applicable laws, rules and regulations and agrees that it is solely responsible for its compliance with all such applicable laws, rules, and regulations. 
4. Payment: Payment terms for Equipment, Services and SSA purchases are net 30 days from invoice date. If credit has not been established with Sonicu, terms may be designated as payment in advance at Sonicu’s discretion. SSA charges shall be computed based upon the number of Customer’s monitoring points. Customer will be billed for either the number of monitoring points purchased or the number of active monitoring points on SoniCloud, whichever is greater. A 1.5% per month service charge, or the maximum permitted by law, whichever is less, may be added to delinquent accounts. In the event that it becomes necessary for Sonicu to incur collection costs to collect any amount due and payable, Customer agrees to pay such additional collection costs, charges, and expenses, including attorney's fees, if the account is placed in the hands of an attorney or an agency for collection. Customer’s first invoice will include all Equipment and configuration charges, Customer’s initial month under its SSA and any applicable taxes and fees. Customer will thereafter be billed for its SoniCloud subscription and services at the agreed-upon billing interval as set forth in the Purchase & SoniCloud Subscription Agreement. Customer acknowledges that SSA prices are subject to change at renewal.
5. Taxes and Fees: Customer agrees to pay on or before their due dates, all sales taxes, use taxes, personal property taxes, and assessments or other direct taxes or governmental charges imposed on the Equipment or leveled against or based on the amount to be paid under the agreement or assessed in connection with this agreement, even if billed after the end of the SSA period. Customer shall promptly notify Sonicu and send Sonicu copies of any notices, reports and inquiries from taxing authorities concerning delinquent taxes, fees or other charges or assessments received by Customer. Customer shall be liable for any taxes or licenses, registrations, permits and other certificates as may be required for the lawful operation of the Equipment. If any taxing authority requires that a tax be paid to the taxing authority directly by Sonicu, Customer shall, on notice from Sonicu, pay to Sonicu the amount of the tax together with the next SSA installment. Sonicu has the option to estimate all such taxes due and bill the Customer monthly on the basis of same. If Customer is a tax-exempt organization, Customer shall provide Sonicu the appropriate documentation necessary to support Customer’s tax-exempt status.
6. Shipping, Title and Risk of Loss: All Shipments are F.O.B. Origin. Upon paid sale, Customer is the sole owner of and titleholder to the Equipment. Title to the Equipment and risk of loss passes from Sonicu to Customer upon Sonicu’s shipment of Equipment to a common carrier.
7. Access: The Customer may have only one account. Sonicu reserves the right to delete an account in the case of a Customer with multiple accounts, or for any other reason. Customer is responsible for maintaining the confidentiality of its account and password and for restricting access to its computers, and Customer agrees to accept responsibility for all activities that occur under Customer’s account or password. Customer may not assign or otherwise transfer its account to any other person or entity. Customer acknowledges that Sonicu is not responsible for third-party access to Customer’s account, including, without limitation, third-party access that results from theft or misappropriation of Customer’s account.
8. SoniCloud Subscription Term and Renewal: Customer’s SSA shall commence on the first day of the month following Customer’s execution of the Purchase & SoniCloud Subscription Agreement. UPON EXPIRATION OF THE SSA’S INITIAL TERM AT ITS ANNIVERSARY DATE OR ANY EXTENSION THERETO, SUBSCRIBER'S SSA SHALL RENEW AUTOMATICALLY FOR SUCCESSIVE ONE- (1) YEAR PERIODS AT THE EXPIRATION OF THE ORIGINAL TERM UNLESS SUBSCRIBER NOTIFIES SONICU IN WRITING BY CERTIFIED MAIL, UPS OR FEDEX DIRECTLY TO SONICU AT THE ADDRESS ON THE FRONT OF THIS AGREEMENT AT LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR ANY EXTENSION OR RENEWALS THEREOF THAT SUBSCRIBER DOES NOT CHOOSE TO RENEW. NO OTHER MANNER OF COMMUNICATION IS ACCEPTABLE.
9. Suspension for Non-Payment: Sonicu will provide Customer a notice of non-payment of any amount delinquent under the SSA. Unless the full amount has been paid, Sonicu, at its discretion, may suspend Customer’s access to SoniCloud FIVE (5) days after such notice. Sonicu will not suspend SoniCloud access while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If SoniCloud is suspended for non-payment, Sonicu may charge a reactivation fee to reinstate access to SoniCloud.
10. Prohibited Use: Customer acknowledges that use of SoniCloud is provided solely for Customer’s benefit, and agrees not to use SoniCloud for the benefit of any other third parties. Customer agrees not to, not to attempt to, nor allow any third party to: (i) use SoniCloud in any manner that could damage, disable, overburden, or impair Sonicu’s servers or networks or interfere with any other party’s use and enjoyment of SoniCloud; (ii) attempt to gain unauthorized access to any services, user accounts, computer systems, or networks through hacking, password mining, or any other means; (iii) copy, distribute, rent, lease, lend , sublicense or transfer SoniCloud, make SoniCloud available to any third party or use SoniCloud on a service bureau or time sharing basis, (iv) decompile, reverse engineer, or disassemble SoniCloud or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of SoniCloud, (v) create derivative works based on SoniCloud; (vi) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on SoniCloud or during the use and operation thereof; (vii) publicly disseminate performance information or analysis (including benchmarks) relating to SoniCloud; (viii) scrape, export, store, or otherwise retain any copies of raw data which you may access through SoniCloud; (ix) use SoniCloud to develop a competitive product offering; or (x) use SoniCloud in a manner which violates or infringes any laws, rules, regulations, third-party intellectual property rights, or third-party privacy rights. Customer may not use any automated means, including agents, robots, scripts, or spiders, to access or manage SoniCloud. Sonicu may take any legal and technical measures to prevent the violation of this provision and to enforce this Agreement.
11. Software: All SoniCloud software is owned by Sonicu who shall retain exclusive right, title and ownership of the software. Customer is granted a limited, personal, non-exclusive license, without the right to sublicense, to use the software only with the specific Sonicu-manufactured hardware that such software is intended to operate with or, if not for use with specific Sonicu manufactured hardware, then for the use intended by the product specification.
12. Liability Insurance: The Customer is responsible for and shall insure against any losses or injuries to third parties caused by the installation or use of the Equipment. Customer assumes all risk and liability for the loss or damage to the Equipment or the injury to any person or property of another, and for all risks and liabilities arising from the use, operation, condition, possession or storage of the Equipment. Sonicu is not responsible for any losses or injuries caused by the installation or use of the Equipment.
13. Indemnity: Customer agrees to indemnify, defend and hold harmless Sonicu and its agents, employees and assigns from and against any claim, loss, liability and expense, including reasonable attorney’s fees, caused by the installation of the Equipment or its use. The indemnities, assumptions of risk, liabilities and obligations of the Customer arising under this agreement shall continue in effect after termination of this agreement, regardless of the reason for termination. Sonicu has no liability for any claim, suit or action based in whole or in part upon or arising out of compliance with Customer's designs, specifications or instructions, modification of the Equipment or software, or the combination of the Equipment or software with products or items not furnished by Sonicu. THIS SECTION STATES SONICU'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM, SUIT, OR ACTION ALLEGING INFRINGEMENT OF ANY THIRD-PARTY PATENT OR COPYRIGHT.
14. Limited Warranty: The Customer shall assume all obligation and liability with respect to possession, installation, use and operation of the Equipment during the SSA term. Sonicu does not warrant that the software or any portion thereof is error-free. However, upon written notice to Sonicu, reasonable effort shall be made to create a bug fix or software patch.

Sonicu Standard Limited Hardware Warranty: This warranty covers hardware products purchased new, by the original user, from Sonicu or an authorized Sonicu reseller. This warranty does not cover failures resulting from use outside the product’s intended purpose. Sonicu will not be liable for more than the purchase price of the product. In all circumstances, Sonicu has the option to repair or replace Current Generation Hardware.

Current Generation Hardware refers to hardware products that are actively manufactured, sold, and supported by Sonicu as part of its latest product lineup. These products receive regular firmware updates, technical support, and warranty coverage under the terms outlined.Hardware that is not Current Generation Hardware, referred to as Legacy Hardware, is not covered under this warranty. Legacy Hardware includes products that have been discontinued, are no longer in active production, or have been replaced by newer models. These products may no longer receive firmware updates, technical support, or warranty coverage from Sonicu. Additionally, Sonicu Digital Sensors/Probes with expired calibration certificates, cables, batteries, other hardware accessories, third-party hardware, and third-party sensors not manufactured by Sonicu are not covered under this warranty

Hardware manufactured by Sonicu is covered by a one-year warranty against defects in materials and workmanship. For Current Generation Hardware, this warranty will be extended in one-year increments as long as the customer maintains an active SoniCloud subscription (“Subscription”). If a customer cancels their Subscription or allows it to lapse due to non-payment, the warranty will be automatically discontinued.

15. LIMITATION OF WARRANTY AND REMEDIES: THE WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY APPLICABLE TO EQUIPMENT AND SERVICES PURCHASED BY CUSTOMER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS AND SERVICES FURNISHED BY SONICU ARE NOT GUARANTEED TO BE UNINTERRUPTED OR ERROR-FREE. ADDITIONALLY, CUSTOMER AGREES THAT SONICU IS NOT LIABLE FOR PROBLEMS CAUSED BY CUSTOMER OR A THIRD PARTY; BY WIRELESS CARRIERS, DATA CENTERS, BUILDINGS, ACCIDENTS, HILLS, NETWORK CONGESTION, TUNNELS, TOWERS, WEATHER OR OTHER THINGS SONICU DOES NOT CONTROL; OR BY ANY ACT OF GOD. FURTHERMORE, SONICU SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY AND WARRANTIES, IMPLIED OR EXPRESSED, FOR USES REQUIRING FAIL-SAFE PERFORMANCE IN WHICH FAILURE OF A PRODUCT COULD LEAD TO DEATH, SERIOUS PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE SUCH AS, BUT NOT LIMITED TO, LIFE SUPPORT OR MEDICAL DEVICES OR NUCLEAR APPLICATIONS. PRODUCTS ARE NOT DESIGNED FOR AND SHOULD NOT BE USED IN ANY OF THESE APPLICATIONS. IF CUSTOMER NEVERTHELESS CHOOSES TO USE THE PRODUCTS, SOFTWARE, AND/OR SERVICES IN SUCH ACTIVITIES, CUSTOMER MUST NOT RELY ON THEM AS THE SOLE OR PRIMARY SOURCE OF MONITORING. SONICU'S TOTAL AGGREGATE LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCT. UNDER NO CIRCUMSTANCES SHALL SONICU BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE EQUIPMENT AND SERVICES IS A CONSIDERATION IN LIMITING SONICU'S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED
16. Trademarks: All trademarks belong to their respective trademark holders. Some of the trademarks mentioned on Sonicu’s website appear for identification purposes only.
17. Publicity: Customer agrees that Sonicu may use Customer's name and logo in presentations, marketing materials, customer lists, financial reports and Web site customer/client listings. If Customer prefers that its name and/or logo not be used, it must notify Sonicu. If Customer wishes to use Sonicu’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features, Customer may do so only with Sonicu’s approval.
18. Default: If Customer does not pay any amount when due or perform any obligation required under this agreement, Customer will be in default. At Sonicu’s option, Sonicu may disable Equipment monitoring. If Customer breaks any promise in this agreement, Sonicu can use any remedies available to it under the Uniform Commercial Code or any other applicable law. The exercise of one remedy shall not be deemed to preclude the exercise of any other remedy. No failure or delay on the part of Sonicu to exercise any remedy or right shall operate as a waiver. Acceptance by Sonicu of SSA or other payments made by Customer after default shall not be deemed a waiver of Sonicu’s rights and remedies arising from Customer’s default. Customer promises to pay reasonable attorney’s fees and any costs associated with any legal action or action to repossess the Equipment or to enforce or interpret any provision in this Agreement. This action will not void Customer’s responsibility to maintain and care for the Equipment.
19. Assignment: Customer may not assign or transfer any of its rights and obligations under this agreement without Sonicu’s express written consent. Sonicu may sell, transfer, or assign this agreement and all rights obligations hereunder without Customer’s consent.
20. Choice of Law, Forum and Jury Waiver: Customer agrees that this agreement will be governed by and construed in accordance with the laws of the state in which Sonicu is headquartered or, if this agreement has been assigned by Sonicu, the state in which the assignee is headquartered. Sonicu and Customer waive the right to a trial by jury in the event of a lawsuit. All judicial proceedings arising under this agreement shall be adjudged by any court having jurisdiction over the Customer or the Customer’s assets, all at the sole election of the Sonicu or its assignee.
21. Other Rights: Customer agrees that Sonicu’s delay or failure to exercise any rights does not prevent it from exercising them at a later time. If any part of this agreement is found to be invalid, then it shall not invalidate any of the other parts, which shall remain valid and in full force and effect, and the agreement shall be modified to minimum extent provided by law.
22. Entire Agreement, Amendment, and Severability: These terms and conditions and this agreement represent the entire agreement between Sonicu and Customer and supersede all other agreements, terms and conditions. Any amendment, waiver or changes will bind neither Sonicu nor Customer, unless agreed to in writing and signed by both parties. No agreements, representations or warranties, other than those specifically set forth in this agreement shall be binding on any of the parties unless set forth in writing and signed by both parties.
23. Manner of Execution: Facsimile or electronic signatures shall be deemed fully enforceable valid signatures as if such signatures were originals as of the date executed.