Terms and Conditions

1. 1. SONA SERVICE.
   
   1. Provision of Service.  Sonagram, Inc. (“Sona”) will provide you (“Medical Provider”) with the online software-as-a-service technology and services via the Sona website sonagram.com. (collectively, the “Sona Service”) for use by patients of Medical Provider and other end users of the Sona mobile application (the “Sona App”).  The Sona Service is provided on a subscription basis for a set term as designated sonagram.com (each, as “Subscription Term”). 
   2. Access to Service Medical Provider may access and use Sona Service solely for its own benefit and only in accordance with the terms and conditions of this Agreement. For clarity, the Sona Service is provided on a remote, software-as-a-service basis.  Medical Provider shall be responsible for any and all actions taken using Medical Provider’s accounts and passwords.  
   3. General Restrictions. Medical Provider shall not (and shall not allow any third party to): (a) rent, lease, copy, provide access to or sublicense any part of the Sona Service to any third party (except as authorized by Section 1.2); (b) use any Sona Service to help develop, or help provide to any third party, any product or service competitive to the Sona Service, (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to any of the Sona Service (provided that, the foregoing restriction on reverse engineering will not apply to the extent prohibited by applicable law - and then only upon advance notice to Sona), (d) modify or create derivatives of any part of the Sona Service, or (e) remove or obscure any proprietary or other notices contained in the Sona Service.
2. 2. CUSTOMER CONTENT.
   
   1. Ownership. All data, information, files or other materials and content that Medical Provider makes available to Sona for the purpose of utilizing the Sona Service, including, without limitation, the content of photographs uploaded by Medical Provider and the users of the Sona App, and the personal information of the users of the Sona App (“Medical Provider Content”) shall remain the sole property of, and sole responsibility and liability of, Medical Provider.  
   2. License to Sona. Medical Provider hereby grants Sona a worldwide, non-exclusive, royalty-free, license to use, copy, reproduce, distribute, prepare derivative works of, display and perform the Medical Provider Content, to the extent appropriate to perform the Sona Service.
   3. Medical Provider Content Restrictions. Medical Provider must not submit, or cause or permit to be submitted, any Medical Provider Content that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, employment, financial, or health information, or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (“GLBA”), the Health Insurance Portability and Accountability Act (“HIPAA”), the Children’s Online Privacy Protection Act (“COPPA”), categories of data enumerated in European Union Data Protection Regulation (EU) 2016/679 (GDPR), Article 9(1) or any successor legislation; protected data by the PCI Security Standards Council’s Payment Card Industry Data Security Standard (“PCI-DSS”), or (g) any data similar to the foregoing that is protected under foreign or domestic laws or regulations, including any data which could give rise to notification obligations under data-breach notification laws, without Sona’s prior written approval.
   4. Compliance with Laws. Medical Provider represents and warrants that it is, and will remain, in compliance in all respects with all applicable federal, state, foreign, local or industry laws, rules and regulations relating to data privacy and security, including, but not limited to, if applicable, the California Consumer Privacy Act (“CCPA”).
3. 3. OWNERSHIP  
   
   1. Ownership. Medical Provider acknowledges that no intellectual property rights are assigned or transferred to Medical Provider hereunder. Medical Provider is obtaining only a limited right to the Sona Service. Medical Provider agrees that Sona retain all right, title and interest in and to (i) the Sona Service and (ii) any intellectual property it develops hereunder.
   2. Feedback. In the event Medical Provider provides Sona with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Sona Service (“Feedback”), Medical Provider shall and hereby does grant Sona (and its successors and assigns) a non-exclusive, perpetual, irrevocable, sub licensable, transferrable, royalty-free, fully paid-up worldwide right and license to copy, reproduce, modify, create derivatives of, display, perform, sell, offer for sale, distribute and otherwise exploit such Feedback.

4. DISCLAIMER OF WARRANTIES. THE SONA SERVICE IS PROVIDED AN “AS IS” AND “AS AVAILABLE” BASIS. SONA DOES NOT MAKE AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SITE, THE SITE CONTENT, OR ANY ADVICE OR SERVICES PROVIDED THROUGH THE SITE TO THE EXTENT PERMITTED BY LAW. SONA DOES NOT WARRANT THAT ACCESS TO THE SITE OR ITS CONTENT OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.

THE ADVICE, RECOMMENDATIONS, INFORMATION, AND CONCLUSIONS POSTED OR EMAILED BY OTHER MEMBERS OF THE SITE ARE NOT IN ANY WAY VETTED, APPROVED OR ENDORSED BY SONA, AND PHYSICIAN USES SUCH INFORMATION AT YOUR OWN RISK.  THE CONTENT OF THE SITE AND ANY ACCOMPANYING MATERIALS ARE NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR TO BE RELIED UPON FOR MEDICAL TREATMENT.  SONA AND ANY OF ITS PARTNERS, CONTRIBUTORS, AGENTS, EMPLOYEES, DIRECTORS, OR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY, RELIABILITY, USEFULNESS, COMPLETENESS OR TIMELINESS OF THE SITE AND SERVICES OR OF THE INFORMATION MADE AVAILABLE TO YOU OR COMMUNICATIONS PROVIDED TO YOU AS A RESULT OF YOUR PARTICIPATION IN THE SITE AND SERVICES, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SONA AND ANY OF ITS PARTNERS, CONTRIBUTORS, AGENTS, EMPLOYEES, DIRECTORS, OR AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  

5. LIMITATION ON LIABILITY. SONA SHALL NOT BE LIABLE WITH RESPECT TO (A) ANY LOSSES THAT WERE NOT CAUSED BY SONA’S BREACH OF THESE TERMS; (B) ANY LOSS OR DAMAGE THAT WAS NOT, AT THE TIME PHYSICIAN REGISTERED FOR THE SONA SERVICE, A REASONABLY FORESEEABLE CONSEQUENCE OF THE SONA SERVICE BREACHING THESE TERMS; OR (C) LOSSES RELATING TO ANY BUSINESS OF PHYSICIANS INCLUDING LOST PROFITS, REVENUES, OPPORTUNITY, OR DATA. THE TOTAL LIABILITY OF THE SONA SERVICE FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT PHYSICIAN PAID SONA TO USE THE SERVICES.

SONA AND ITS AFFILIATES WON'T BE LIABLE FOR:

i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR

ii. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

SONA SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICE.

PHYSICIAN EXPRESSLY UNDERSTANDS AND AGREES THAT SONA AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO PHYSICIAN FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF SERVICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SONA SERVICE (II) ANY CHANGES MADE TO THE SONA SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SONA SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF PHYSICIAN TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE PHSYICIAN TRANSMISSIONS OR DATA ON OR THROUGH THE SONA SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SONA SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SONA SERVICE.