SONAR TERMS OF SERVICE
Effective date: Dec 13, 2021
These Sonar Terms of Service (“Terms”) govern all access to and use of the information services made available through this website (collectively, the “Services”).
PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY OF OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, IN WHOLE OR IN PART, YOU MAY NOT ACCESS OR USE ANY OF OUR SERVICES.
These Terms together with the terms of any registration, enrollment, plan, or order page referencing these Terms (each, an “Order”) constitute a legally binding and enforceable service agreement (“Agreement”) by and between the person or entity accepting these Terms electronically or otherwise using or accessing any Services (“you”) and Sonar Technologies, Inc. (“we,” “us,” or “Sonar”). Notwithstanding the foregoing, if you have executed a separate written agreement with either Sonar or one of its affiliate subsidiaries of Marchex, Inc. (e.g. Marchex Sales, LLC or Callcap, LLC) for your access to the Services, such separate agreement shall apply in lieu of these Terms. All capitalized terms used herein shall have the respective meanings ascribed to them in these Terms or the Order, as applicable. You acknowledge and agree as follows:
1. ELIGIBILITY AND REGISTRATION.
Eligibility and Use. By accepting these Terms and/or accessing or using any Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of these Terms. If you are not of legal age to form a binding contract with us, you may not accept these Terms and may not use any of our Services. If you are using the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to this Agreement and by accepting these Terms, you are doing so on behalf of that entity (and all references to "you" in these Terms shall be deemed to refer to such entity).
Account Registration. In order to access and use the Services, you must first create an account and provide us with certain basic information about yourself as part of the registration process (e.g. your name, email address, telephone number, and account password). You represent and warrant that such information is accurate and complete at the time provided. You agree to maintain any registration information you provide us up-to-date and to promptly notify us if any of the information changes. You may use your administrative account to create additional standard users (each with a user password) up to the maximum number permitted in the Order.
Communications. By registering for an account with us, you agree that we may contact you via calls, text messages, or email to provide you with information about your account and/or the Services. You acknowledge and agree that our communications may also include information about special offers or other promotional messages related to our products or services or those offered by our affiliates.
2. SONAR SERVICES
Description of Services. Sonar hereby grants you a limited, revocable, non-exclusive, non-sublicenseable, non-transferable right to access and use the specific Services listed on the applicable Order strictly in accordance with these Terms and our relevant published operational documentation (“Documentation”) during the Term. The Services include the supply of one or more telephone numbers (each a “Number”) as well as the reporting and delivery of associated analytics data. You may use the Numbers as you see fit (e.g. for display and/or publication in various media placements), subject to these Terms and any usage limitations and/or allowances applicable to your selected subscription plan specified on your Order. You acknowledge and agree that any demo version of the Services made available on a trial basis may be limited in features, functionality, or have other limitations we may set from time to time.
Call Tracking. The terms of this subsection apply to any Services that enable you to use Numbers to track inbound calls to your business and/or any outbound telephone calls from your business representatives.
Optional Call Recording. Recording, monitoring, analyzing and archiving calls under the Services (collectively, the “Call Recording Services”) are made available as an optional product feature. You may elect not to use Call Recording Services in connection with the Services. To the extent that you do choose to use any Call Recording Services the following terms shall apply:
You represent and warrant that you shall use all available functionality or other available means to ensure that your use of Call Recording Services is in full compliance with all laws applicable to recording, monitoring, storing and/or divulging telephone calls. Without limiting the generality of the foregoing, to the extent that applicable laws and regulations may require that you provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls monitored and/or recorded in connection with the Services hereunder (the “Call Recipients”), you agree, acknowledge, represent and warrant that you will provide and/or obtain all requisite notices, consents, and permissions relating to Call Recipients, as required by applicable laws and regulations.
You acknowledge and agree that any sample or default pre-recorded notices or messages made available by Sonar within the Call Recording Services, whether at your request or not, are for illustration purposes only and that notwithstanding anything herein to the contrary, we make no representations or warranties with respect to any use of any such notice by you or any other party. In the event a call recording notice requires a revision in order to comply with applicable law, then you shall promptly notify us of that fact, proposing the exact language that you require to comply with applicable laws.
You represent and warrant that your use of the Recorded Call Services will be only for internal business purposes such as “customer service” or “quality assurance” purposes. Without limiting the generality of the foregoing, you acknowledge and agree that Call Recording Services are not intended to be used for the purposes of collecting, accessing, using, or disclosing personally identifiable health information, including Protected Health Information (“PHI”), as defined in the applicable regulations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA Regulations”). To the extent that you are a “covered entity,” as defined in HIPAA, any exposure to PHI hereunder will be random, infrequent and incidental to our provision of Call Recording Services and is not meant for the purpose of accessing, managing the PHI or creating or manipulating PHI. As such, we shall not be deemed to be a “Business Associate” under the HIPAA Regulations for the purposes of this Agreement.
Outbound Call Tracking. Any Services that enable tracking your outbound telephone calls are not intended to and may not be used to make calls to any kind of emergency services including 911 or any other public safety answering points for services such as police, fire response, and/or medical services. We will not be liable for any claim, loss or damages whatsoever to the extent arising from or related to your inability to use the Services to make such emergency calls.
Maintenance and Support. We will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, subject to downtime from scheduled maintenance and circumstances outside of our reasonable control. We will provide reasonable customer support for the Services from Monday through Friday during our normal business hours.
APIs and Third-Party Integrations. Certain Services may enable the export of your Account Data to or other interoperation with one or more third-party platforms, applications, websites, systems, products and/or services for which we make an integration available (each, a “Third-Party Technology”). If a Third-Party Technology provider modifies its APIs or integration requirements in a way that prevents interoperation with our Services, or imposes requirements with respect to interoperability that we deem to be unreasonable, and if we are unable to accommodate such modifications or requirements after reasonable efforts to do so, then upon reasonable notice to you, we may cease or suspend our provision of interoperability between the Services and the affected Third-Party Technology without liability. To the extent included on an Order, you may only implement those automated means that are expressly made available or approved in writing by Sonar for the purposes of enabling interoperability between the Services and either your own systems or environment or an applicable Third-Party Technology, subject to your compliance with all programming instructions, and/or standards for accessing Services set forth in the relevant Documentation.
Acceptable Use of Services.
Your Account. You shall be responsible for obtaining and maintaining any equipment and any ancillary services needed to access and use the Services. You agree to protect any passwords or other login credentials associated with your account and are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You agree to take all reasonable precautions to prevent unauthorized access to, or use of, our Services, and agree to immediately notify us if you believe that an unauthorized third party may be using your account or otherwise if your account login credentials are compromised. We will not be liable for any loss or damage arising from your failure to protect your account credentials. As between the parties, you are also solely responsible for all use and for all acts and omissions of anyone you authorize to access your account and their respective compliance with these Terms.
Your Responsibilities. You represent, warrant, and covenant that you will access and use all Services only in compliance with all applicable laws and regulations (including the Telephone Consumer Protection Act (“TCPA”), the FTC’s Telemarketing Sales Rule, federal and state telemarketing, and privacy laws or equivalent or similar laws and regulations in non-U.S. jurisdictions, if applicable under the Order) as well as applicable industry self-regulatory guidelines (e.g. the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association). Without limiting the generality of the foregoing, you will be responsible for: (1) implementing any consumer disclosures, consent, and/or age verification processes that may be required by applicable laws and regulations (e.g. the TCPA, the FTC’s Telemarketing Sales Rule, etc.) with respect to any persons to be contacted using any Services and maintaining all records thereof necessary to demonstrate compliance; (2) compliance with any applicable time-of-day restrictions to contact any individuals using any Services under applicable law or regulation; (3) all text and/or image content you contribute in any manner, approve for use, or transmit to anyone in connection with any Services (collectively, “Content”); and (4) your use of any personally identifiable or other personal records or information (collectively, “Personal Data”) acquired in connection with your use of the Services and implementing appropriate security safeguards to protect any Personal Data you choose to export from the Services. In addition, with respect to any Third-Party Technology you elect to use in connection with the Services, you will be responsible for your compliance with any and all applicable third-party terms of service for your own account(s) with such third-party providers.
Opt Outs. We will provide an opt-out feature for messages sent through the Services. However, if you receive any opt out request(s) outside of the Services, you shall promptly remove the relevant contact information from your Sonar account and/or upload the applicable out-out information to your account in the format specified by Sonar. We will not be responsible for any opt-out request(s) that you neglect to process as provided herein or for any delays in your processing of such opt-out request(s) in accordance herewith.
Prohibited Uses. You shall not (and will not cause any third party to), directly or indirectly: (1) reverse engineer, decompile, disassemble or otherwise attempt to discover of any source code or other operational mechanisms of the Services or any software or Documentation we provide in connection therewith (collectively, the "Sonar Materials"); (2) modify or create derivative works based on the Services or Sonar Materials or any aspect or portion thereof; (3) copy (except for archival purposes), lease, distribute or otherwise transfer rights to the Service or any Sonar Materials including any features, designs or graphics made available as part thereof; (4) access or use the Service for the purposes of monitoring their performance or functionality for competitive purposes; (5) interfere with or disrupt the integrity or performance of the Services; (6) attempt to gain unauthorized access to the Services or its related systems or networks; (7) use the Service to transmit any harassing, unsolicited, or unwanted messages (commercial or otherwise) or to engage in any form of fraudulent, misleading, or deceptive practices; or (9) use the Services in any manner or for any purpose that violates any applicable law, regulation, industry guidelines or any right of any person, including intellectual property or rights of privacy. If we incur any fines, penalties, or similar costs from a governmental or regulatory body or a telecommunications provider as a result of your use of the Services, you agree to pay all such costs in accordance with Section 3 below.
Content Restrictions. You shall not use the Services, or authorize the Services to be used directly or indirectly, to transmit any Content that: (1) is obscene, offensive, threatening, defamatory, discriminatory, misleading or inaccurate; (2) constitutes “hate speech” directed at an individual or a group based upon the race, sex, creed, national origin, religious affiliation, sexual orientation, gender identity or language of such individual or group, (3) infringes or misappropriates the intellectual property of any person; (4) causes the introduction of “viruses,” “worms,” “Trojan horses,” “cancelbots,” or other similar destructive computer programming routines into any of our systems or the handsets or other devices of any consumers; or (5) constitutes or solicits personally identifiable health information under applicable law unless you maintain records of having provided written warning of the risk of unauthorized disclosure and have obtained the individual´s written consent to communicate by text in each instance. Although we have no obligation to monitor your Content or any other information or materials you provide through your use of the Services, we may do so and may, in our sole, but reasonably exercised, discretion, remove any such content or prohibit any use of the Services we believe may be (or is alleged to be) in violation of these Terms or could reasonably become the subject of any legal, regulatory, or other governmental proceeding or process, including any law enforcement, proceeding, process, or inquiry.
3. PROPRIETARY RIGHTS.
Reservation of Rights. As between the parties, we own all rights, title, and interest in and to the Services and any Sonar Materials provided to you hereunder and all modifications, improvements, and derivatives of any of the foregoing. We reserve all rights not expressly granted hereunder. Without limiting the generality of the foregoing, as between the parties, all Numbers we provide in connection with the Services remain our property pursuant to agreements with various telephone carriers and are made available solely for use in accordance with these Terms and subject to applicable law and regulation. You acknowledge and agree that your use of the Services and/or any Number(s) may be further limited by, among other factors, changes to carrier terms, industry standards, changes in carrier relationships, guidelines recommended by Federal, state or local regulators, or changes to applicable law and regulation from time to time. Additionally, we reserve the right to set limits on the volume of Numbers made available in connection with the Services and make no guarantee that local CTNs will be available for specific area codes. You may choose to provide us with input, suggestions, comments, ideas, concepts, know-how, or other feedback (collectively, “Feedback”) in connection with your use of the Services and agree that we will be free to use such Feedback entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
Your Content and Account Data. Any Content sent or received through the Services as well as any data or information we collect or create pursuant to this Agreement that is specific to and made available through your account (collectively, “Account Data”) shall belong to you, provided that we may use your Account Data as necessary in connection with the delivery of our Services to you and will retain a non-exclusive, perpetual right to use any such Account Data on an aggregated (non-personally identifiable) basis for purposes that may include quality assurance, advancing and improving our products and services as well as development and publication of market and industry intelligence and expertise. We may also collect general user data and report on the aggregate response rate and other aggregate measures of the Services’ performance, provided that such user data is anonymized and no personally identifying information is revealed.
Billing. If you sign up for a paid Services plan, you agree to provide us with valid credit card information and hereby authorize us to charge such credit card for any amount owed under this Agreement including the recurring monthly fees for your selected plan, your initial selected account deposit balance amount and, if applicable, your selected re-occurring balance amount based on the applicable threshold remaining balance for your plan. You will provide complete and accurate billing and contact information and will promptly notify us of any changes to such information. All dollar amounts referred to in this Agreement are in the lawful money of the United States of America. You agree that Sonar may deduct all applicable fees for your usage of Services from your deposit balance based on the applicable pricing rates applicable to your selected subscription plan specified on your Order.
Calculations. Usage of SMS/MMS will be calculated factoring in any segmentation applied by telecommunication service providers based on then-current character limits. For example, for as long as a limit of 160 alpha-numeric characters per transmitted SMS message is applied in the telecommunications industry, if a given SMS-based communication sent or received through the Services includes 280 alpha-numeric characters, it will be counted as two messages. If applicable, any usage metrics for Services based on a per minute calculation shall be rounded up to the nearest whole minute. Sonar reserves the right to change its pricing rates and to institute new charges and fees, upon prior written notice to you (which may be sent by email or notification within the Services dashboard).
Late Payments. If we are unable to collect fees owed from your credit card for any reason, you shall either promptly provide us with an alternate credit card to pay such amount or otherwise remit payment to us within three (3) business days after we notify you. In any event, you shall be liable for any ﬁnance charges levied by the payment networks processing your payment, plus an additional finance charge of 1.5% per month on the outstanding amount, or the maximum rate permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
Taxes and Surcharges. All our fees are exclusive of and you will be responsible for payment of (1) all applicable taxes, levies, duties, or other similar charges imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”), if any, associated with Services other than Taxes based on our net income, property, or employees; and (2) all applicable campaign registration fees, surcharges, or similar fees associated with the Services (collectively “Surcharges”) that are charged by communications service or telecommunication providers (e.g., carriers) or their authorized designees (e.g. The Campaign Registry), provided that if you provide us with valid exemption information or a certificate issued by an appropriate authority, you will become exempt from Taxes and/or Surcharges on a going-forward basis once we confirm the validity of the exemption request.
5. CONFIDENTIALITY.For the purposes of this Agreement, "Confidential Information" shall include: (a) the results, data, or performance information relating to the Services; (b) the pricing and other terms of any offers or promotions we may communicate to you from time to time; and (c) any information provided, which, under the circumstances surrounding its disclosure would be reasonably deemed confidential, or that which we designate as "confidential", "proprietary" or some similar designation, whether upon disclosure or thereafter. During the Term, and for a period of two (2) years following the termination or expiration of this Agreement, you shall not disclose any of our Confidential Information, except to an employee or authorized agent of your business who has a need to know such information and is bound by confidentiality obligations similar to those contained in this Section 4. You shall use the same degree of care that you use to protect your own confidential and proprietary information of a similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. You may not use any portion of any Confidential Information for any purpose other than as needed to facilitate your use of the Services and fulfill your obligations under this Agreement. You hereby acknowledge and agree that if you breach this Section 4, we will have no adequate remedy at law available to us, will suffer irreparable harm, and will be entitled to seek immediate injunctive and/or other equitable relief in addition to any other remedies which may be available under contract or at law. You hereby waive any requirement for a bond in connection with any such claim for injunctive relief. The restrictions placed on the use and disclosure of Confidential Information by this Section 4 do not apply to information that has become publicly known through no breach by you, or has been: (i) independently developed by you without access to our Confidential Information; (ii) approved in writing for release by us; or (iii) required to be disclosed pursuant to a valid legal process; provided, however, that you promptly notify us of any such requirement and reasonably cooperate with us to seek confidential treatment or to obtain an appropriate protective order to preserve the confidentiality of the Confidential Information.
6. ACCOUNT DATA.
During the Term, we will implement and maintain an information security program consistent with applicable industry standards and that includes administrative, technical, and, if applicable, physical safeguards that are commensurate to the nature and sensitivity of the relevant information assets and designed to prevent unauthorized access, use or disclosure of Account Data stored and/or processed pursuant to this Agreement. We agree not to: (1) sell or rent any Account Data that constitutes Personal Data to any third party; and (2) retain, use, disclose or transfer such Personal Data to any third party other than: (i) for the specific purposes of performing Services as set forth in this Agreement; (ii) in accordance with your written instructions; or (iii) as otherwise permitted by applicable law.
All archived Account Data shall be subject to our standard storage and deletion protocols, including maximum storage periods and automatic and mandatory deletion protocols, which may change from time to time. Notification of any such changes may be posted on our website or within your account dashboard or sent by email. You agree to download and maintain a backup of any information or data that you require to be subject to your own storage protocols, subject to these Terms. You acknowledge and agree that we may disclose Account Data to law enforcement or other governmental authorities upon receipt of request therefrom or in connection with any and all exigent circumstances involving individual or public health, rescue or safety, without incurring any liability for such action.