Terms of Service
Effective: March 17, 2021
These Terms of Service (this “Agreement”) constitute an agreement by and between the customer (the “Customer”) listed on the applicable order form (the “Order Form”) and Sonar Software, Inc. (“Sonar”). Customer and Sonar agree as follows:
(a) This Agreement will apply to Customer’s use of the Sonar online software service (the “Service”).
(b) By accepting this Agreement, either through executing an Order Form that references this Agreement, or by signing this Agreement directly, Customer acknowledges that Customer has read this Agreement, understands it, and agrees to be bound by its terms and conditions.
2. Access and Use.
(a) Sonar hereby grants Customer a non-exclusive, non-transferable right to access and use the Service for Customer’s internal business purposes for the Term (as defined below) subject to the terms of this Agreement and the applicable Order Form.
(b) Sonar hereby grants Customer a non-exclusive, non-sublicensable, non-transferable license to use Sonar’s user manuals, handbooks, and guides relating to the Service and provided by Sonar to Customer (the “Documentation”) for the Term solely for Customer’s internal business purposes in connection with its use of the Service.
(c) Sonar reserves all rights, title, and interest in and to the Service and the Documentation, including all related intellectual property rights, subject to the limited rights expressly granted hereunder.
(d) Customer hereby authorizes Sonar to display Customer’s corporate name, logo, and/or trademark on Sonar’s website and marketing materials and to identify Customer as a customer of Sonar.
3. Availability and Support.
(a) Sonar will provide the Service in a manner consistent with generally recognized industry standards for similar services, which includes reasonable service interruptions due to Excusable Delays (as defined below) or scheduled maintenance. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Sonar’s reasonable control (collectively referred to as “Excusable Delays”). Except for reasonable service interruptions due to Excusable Delays or regularly scheduled maintenance, the Service shall be available for access and use by Customer not less than 99% of the time, on a monthly basis.
(b) Sonar may revise certain features or functions of the Service at any time, including, without limitation, by removing such features or functions.
4. Customer Data.
(a) Sonar does not own any data, information or material that Customer submits to the Service in the course of using the Service (“Customer Data”). Customer, and not Sonar, shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Sonar shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of Customer’s breach of the Agreement), Sonar will make available to Customer a file of the Customer Data within thirty (30) days of termination if Customer so requests at the time of termination. Sonar reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer’s non-payment of fees. Upon termination for cause, Customer’s right to access or use Customer Data immediately ceases, and Sonar shall have no obligation to maintain or forward any Customer Data.
(b) Customer will be exclusively responsible for the content of all communications sent using the Service. Sonar will have no responsibility or liability for the accuracy of data uploaded to the Service by Customer, including, without limitation, Customer Data.
(c) Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, Customer assumes such risks.
(a) Customer shall use the Service for internal business purposes only as contemplated by this Agreement and shall not use the Service for any purpose beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly:
i. Use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person;
ii. Copy, modify, or create derivative works of the Service or Documentation, in whole or in part;
iii. Rent, lease, lend, encumber, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or the Documentation;
iv. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part;
v. Remove any proprietary notices from the Service or the Documentation;
vi. Permit any third party to access the Service, or otherwise sell, rent, license, provide, or distribute the Service or any Service login information; provided, however, that Customer may authorize a contractor to process and implement the Service (“Third Party Contractor”), if such Third Party Contractor has entered into a written agreement with Customer to: (i) access and use the Service solely to perform services for Customer; (ii) treat the Service with confidentiality and not disclose or distribute the Service to any third party including any affiliates of the Third Party Contractor; and (iii) limit access to the Service only to employees or agents with a “need to know” in order to perform the Third Party Contractor’s agreed upon services for Customer;
vii. Share non-public Service features or content with any third party;
viii. Use the Service to communicate any message or material that (i) is libelous, harmful to minors, obscene, or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law;
ix. Access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of the Service, or (iii) copy or misappropriate any ideas, features, functions, or graphics of the Service;
x. Use the Service in any manner that could damage, disable, overburden, impair, or otherwise interfere with Sonar’s infrastructure or interfere or attempt to interfere with the proper working of the Service;
xi. Attempt to gain unauthorized access to the Service or related systems or networks, or systematically access the Service using “bots” or “spiders”; and/or
xii. Use or distribute the Service in any manner that violates any applicable laws or regulations.
(b) Customer shall take reasonable steps to prevent unauthorized access to the Service, including, without limitation, by protecting its passwords and other login information. Customer shall notify Sonar immediately of any known or suspected unauthorized use of the Software or breach of its security and shall use best efforts to stop said breach.
i. In its use of the Service, Customer shall comply with all applicable laws, including, without limitation, laws governing protection of personally identifiable information and other laws applicable to the protection of customer data.
ii. Customer is responsible and liable for all uses of the Service and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
6. Suspension. In the event of any breach or threatened breach of this Agreement by Customer (including non-payment of fees), without limiting Sonar’s other rights and remedies, Sonar may immediately with written notice suspend Customer’s access and license to the Service and Documentation.
(a) Customer will pay Sonar all fees due for the Service (the “Fees”) according to the prices and terms listed in the Order Form without offset or deductions. All Fees are non-cancelable and non-refundable. If Customer elects to renew the Service pursuant to Section 13(a), the Fees shall increase by seven percent (7%) each Renewal Term (as defined below).
(b) All Fees payable by Customer under this Agreement are exclusive of taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties (excluding taxes imposed on Sonar’s net income). In the event Sonar pays any such taxes and has not collected them previously from Customer, Customer shall promptly reimburse Sonar.
8. Intellectual Property.
(a) Customer acknowledges and agrees that Sonar alone (and its licensors, where applicable) owns all right, title, and interest in and to the Service, the Documentation, any and all intellectual property provided to Customer in connection with the foregoing, and all suggestions, ideas, enhancement requests, feedback, recommendations or other information (the “Feedback”) provided by Customer or any other party relating to the Service (all of the foregoing being the “Rights”). To the extent that any such Rights are not deemed owned by Sonar pursuant to the prior sentence, Customer hereby irrevocably and unconditionally assigns and transfers all such Rights to Sonar. Feedback provided by Customer will not be considered Confidential Information as defined in Section 10, and nothing in this Agreement will restrict Sonar’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer.
(b) This Agreement does not grant Customer any intellectual property license or rights in and to the Service or any of its components, including without limitation all software used to provide the Service and all graphics, user interfaces, logos and trademarks reproduced through the Service.
(c) The Sonar name, the Sonar logo, the marks of Sonar and Sonar’s licensors, and the product names associated with the Service are trademarks of Sonar or third parties, and no right or license is granted to Customer to use, incorporate or exploit any of them.
(d) Sonar acknowledges that as between Sonar and Customer, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all intellectual property rights relating thereto; provided that Customer hereby grants a non-exclusive, royalty-free, worldwide license to Sonar to use the Customer Data for the purpose of providing and enhancing the Service.
9. Representations and Warranties.
(a) Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and there is no outstanding contract or commitment which may limit, restrict, or impair its ability to perform its obligations hereunder.
(b) Sonar represents and warrants that it will provide the Service in a manner consistent with generally recognized industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Sonar help documentation under normal use and circumstances.
(c) Customer represents and warrants that (i) its use of the Service will comply with all applicable federal, state, and local laws and regulations, including those laws and regulations regarding telemarketing, customer solicitation, data protection, and privacy; (ii) it owns or otherwise has and will have the necessary rights and consents in and to the Customer Data; and (iii) it is not a direct competitor of Sonar.
(a) The parties each acknowledge that the other party treats its products, development processes, business methods, business information, and prices as confidential to the extent permitted by the laws of the State of Georgia and that they constitute the commercially valuable proprietary products and/or services and trade secrets of the respective party, regardless of whether they may be copyrighted, patented or trademarked.
(b) During the Term of this Agreement, either party may disclose or make available to the other party information about its business affairs, customers, products, confidential intellectual property, trade secrets, and other sensitive or proprietary information whether orally or in writing (“Confidential Information”). Each party agrees that Confidential Information received from the other shall be treated as confidential and protected in the same manner as the receiving party treats its own confidential information (but in no event less than reasonable care). Each party agrees not to use any Confidential Information of the other for any purpose other than exercising its rights and fulfilling its obligations hereunder and not to transfer, distribute or disclose to any third party any Confidential Information of the other, except as expressly authorized in writing by the other and shall confine knowledge and use of the Confidential Information received by the other to those of its employees and contractors who require such knowledge and use of the information in the ordinary course of and scope of their employment pursuant to this Agreement. Notwithstanding the foregoing, Confidential Information shall not include information which (i) has entered the public domain by no action, fault or omission of the receiving party or the receiving party’s agents and representatives hereunder, (ii) was already rightfully in the possession of the receiving party when received by the disclosing party, provided that the source of such information was not, to the receiving party’s knowledge, bound by any confidentiality agreement with, or any duty or obligation of confidentiality to, the disclosing party in respect thereto, (iii) is received from a third party, provided that the third party was not, to the receiving party’s knowledge, bound by any confidentiality agreement with, or any duty or obligation of confidentiality to, the disclosing party in respect thereto, or (iv) was developed independently by the receiving party without the use of or reference to Confidential Information.
(c) If the receiving party or its representatives are required by law, regulation, rule, or legal or regulatory process (including, without limitation, oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the receiving party shall, to the extent not legally prohibited, provide the disclosing party with prompt written notice of such request or requirement so that the disclosing party may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement, and the receiving party and its representatives agree to cooperate with the disclosing party to obtain an appropriate protective order. If, failing the entry of a protective order or the receipt of a waiver hereunder, the receiving party or its representatives are, on the advice of counsel, legally required to disclose Confidential Information, the receiving party or its representatives, as applicable, may disclose only that portion of such Confidential Information that the receiving party or its representatives are legally required to disclose; provided, that the receiving party and its representatives shall use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.
(d) The obligations of the parties, with regard to the Confidential Information of the other that constitutes trade secrets, shall remain in effect for as long as such Confidential Information shall remain a trade secret under applicable law. All other Confidential Information shall remain protected during the Term and for three (3) years thereafter.
(e) Sonar and Customer acknowledge and agree that money damages may not be a sufficient remedy for any breach of this Section 10 and that the non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and the breaching party agrees to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Section 10 but shall be in addition to all other remedies available at law or equity to the non-breaching party.
(a) Customer shall indemnify and hold Sonar, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, managers, partners, employees, consultants, advisors, attorneys, representatives and agents harmless from and against any and all damages, losses, liabilities, judgments, claims, actions, lawsuits, demands, investigations, proceedings, expenses and costs (including reasonable attorneys’ fees and costs) (“Losses”) based upon, arising out of or in connection with (i) any claim, suit, action, or proceeding alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates any intellectual property rights of any person or entity; (ii) Customer’s negligence, fraud or willful misconduct; (iii) Customer’s use of the Service in a manner not authorized by this Agreement or Customer’s or Customer’s personnel’s breach or violation of this Agreement; (iv) Customer’s use of the Service in combination with data, software, hardware, equipment, or technology not provided by Sonar or authorized by Sonar in writing; or (v) any modifications to the Service not made by Sonar; provided, that Customer may not settle any claim against Sonar unless Sonar provides consent in writing and further provided that Sonar will have the right, at its option, to defend itself against any third-party claim or to participate in the defense thereof by counsel of its own choice.
(b) Sonar shall indemnify and hold Customer harmless from and against any Losses resulting from any Third-Party Claim that the Service infringes or misappropriates such third party’s U.S. patents, copyrights or trade secrets; provided that Customer promptly notifies Sonar of the claim, cooperates with Sonar, and allows Sonar sole authority to control the defense and settlement of such claim. Sonar shall have no indemnification obligation, and the Customer shall indemnify Sonar pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer’s products, service, hardware, or business process.
(c) In the event that any Service or deliverable is, or is likely to be, infringing, Sonar, at its option and expense, may either (i) modify the Service or deliverables so that they become non-infringing, (ii) replace the Service or deliverables with functionally equivalent non-infringing services reasonably acceptable to the Customer, (iii) procure for Customer the right to continue use, or (iv) if the foregoing alternatives are not reasonably available to Customer, terminate the relevant Order Form and refund the Fees paid for the affected Service or affected deliverables under such Order Form.
(d) This Section 11 sets forth Customer’s sole remedies and Sonar’s sole liability and obligation for any actual, threatened, or alleged claims that the Service infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.
12. Disclaimer and Limitation of Liability.
(a) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICE, THE DOCUMENTATION AND ALL DATA IS PROVIDED ON AN “AS-IS” BASIS. SONAR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR THE DOCUMENTATION. WITHOUT LIMITING THE FOREGOING, SONAR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, (iii) THE SERVICE WILL RESULT IN SALES OR BE PROFITABLE TO CUSTOMER, (iv) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (v) ERRORS OR DEFECTS WILL BE CORRECTED, OR (vi) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SONAR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SONAR AND ITS LICENSORS.
(b) IN NO EVENT SHALL SONAR’S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL SONAR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (i) INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUE, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CUSTOMER OR SONAR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
(c) If applicable law limits the application of the provisions of this Section 12, Sonar’s liability will be limited to the maximum extent permissible. Sonar’s liability limits and other rights set forth in this Section 12 apply likewise to Sonar’s affiliates, licensors, directors, officers, employees, and other representatives.
13. Term and Termination.
(a) The initial term of the Service shall commence on the start date agreed to on the applicable Order Form and continue for the term specified in the applicable Order Form (the “Initial Term”). Thereafter, unless either party gives the other party written notice of non-renewal at least sixty (60) days prior to the end of the then-current term, the Service shall renew for additional period(s) equal to the renewal term agreed to on the applicable Order Form (the “Renewal Term”). If a Renewal Term is not present on the applicable Order Form, the Service shall renew for the duration of the Initial Term. The “Term” shall mean the Initial Term together with each Renewal Term.
(b) Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
(c) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(d) Upon any termination of this Agreement by Sonar due to Customer’s material breach of this Agreement, Customer shall pay any unpaid Fees covering the remainder of the Term of all Order Forms after the effective date of termination. No expiration or termination will affect Customer’s obligation to pay all Fees to Sonar that may have become due before such expiration or termination.
(e) Upon expiration or termination of this Agreement, Customer shall cease all use of the Service and Documentation, and delete, destroy, or return all copies of the Documentation and any and all intellectual property provided to Customer or owned by Sonar in connection with the Service in Customer’s possession or control.
(a) Relationship. The Parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and Sonar as a result of this Agreement or use of the Service.
(b) Assignment. This Agreement is binding on the parties hereto and their respective successors and permitted assigns. This Agreement is assignable by Sonar and inures to the benefit of Sonar’s successors and assigns. This Agreement is not assignable or transferable in whole or in part by Customer, by operation of law or otherwise, except with the prior written consent of Sonar and approval of the assignee. Any assignment in violation of this Section 14(b) will be null and void.
(c) Force Majeure. Sonar’s failure to perform any term or condition of this Agreement as a result of conditions beyond its reasonable control, including, but not limited to, acts of God, war, strikes, fires, floods, hurricanes, earthquakes, terrorism, governmental restrictions, riots, labor disputes, power failures, or damage or destruction of any network facilities or servers, shall not be deemed a breach of this Agreement. In the event that Sonar is not able to provide Service during such event, during such period Customer’s obligation to pay for the Service shall be suspended.
(d) Surviving Provisions. Sections 5 (Restriction), 7 (Fees), 8 (Intellectual Property), 9 (Representations and Warranties), 10 (Confidentiality), 11 (Indemnification), 12 (Disclaimer and Limitation of Liability), 13(d) and 13(e) (Term and Termination), and 14 (General) shall survive any termination or expiration of this Agreement.
(e) Notice. Any notice, consent, demand, or request required or permitted by this Agreement (“Notice”) must be in writing, is effective upon receipt, and will be transmitted by: (a) personal delivery, (b) registered or certified U.S. mail, (c) overnight national courier service (Federal Express, UPS), or (d) e-mail with confirmation of receipt. Additionally, Sonar may provide Notice through the Service portal. Notice to Customer shall be to the physical and email address on the Order Form or such other physical or email address provided by Customer in accordance with this Section 14(e). Notice to Sonar must be sent to the following physical or email address:
Sonar Software, Inc.
263 Hampton Terrance NE
Atlanta, GA 30307
(f) Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia in each case located in the city of Atlanta and County of Fulton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. If any legal action is necessary to enforce the terms of the Agreement, the substantially prevailing party shall be entitled to reasonable legal fees and costs.
(g) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Service or any Customer Data outside the United States.
(h) Entire Agreement. This Agreement, together with all Order Forms and any other documents incorporated herein by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations, or discussions, written or oral, concerning its subject matter. In the event of any conflict between this Agreement and the terms of the executed Order Form, the terms of the Order Form will govern.
(i) Amendment. No modification or amendment of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.
(j) Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(k) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal or unenforceable, this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable term had never been contained herein.
(l) Construction. No rules of construction are intended or shall be applied in the interpretation of this Agreement and both parties hereto shall be deemed joint authors hereof for all purposes.
(m) Reservation of Rights. Except for the rights and license expressly granted by Sonar hereunder, this Agreement does not grant to Customer or any other person any right, title, or interest by implication, estoppel, or otherwise in any property of Sonar or its licensors or affiliates or their respective representatives. Sonar hereby reserves all rights, titles, and interests not expressly and specifically granted to Customer under this Agreement. Without limiting the foregoing, and notwithstanding anything to the contrary contained herein, all rights granted to Customer under this Agreement are subject to Sonar’s and its affiliates’ and licensors’ reserved right to use the Service and the Documentation in their respective businesses, in any manner, at any time and from time to time, and anywhere in the world.
Should you have any questions in regard to this Agreement or the Order Form, please contact our representatives at the email or address listed in Section 14(e), and we will be more than happy to clarify and assist you in any way possible.