Terms of Use
Last updated: June 30th, 2024
PLEASE NOTE: THE SECTION OF THESE TERMS OF USE ENTITLED “DISPUTE RESOLUTION” CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND SONAR ARE RESOLVED. BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
Welcome to Sonar! Please read on to learn the rules and restrictions that govern your use of our websites, products, services, and applications (the "Services").
These Terms of Service (the “Terms”) are a binding contract between users of our services (“you”) and Get Sonar, Inc. (“Sonar”, “we”, and ”us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.
General Terms
Scope. These Terms of Use (“Terms”) govern your relationship with Sonar or any other digital products (collectively, the “Services”) operated by Get Sonar, Inc. (“Sonar,” “we,” “us,” or “our”), if you have purchased access to the Services from us.
Territory. Please note that Sonar is intended for use only in the United States. If you have purchased a Sonar subscription and you, your users, or your students are located outside of the United States please email support@sonarmentalhealth.com.
Terms of Service. Please read these Terms carefully before using the Services. Your right to access and use the Services is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Services. By accessing or using the Services you agree, on behalf of yourself and your organization, to be bound by these Terms, except as otherwise expressly agreed upon by the parties in an Agreement.
Organizations. We offer the Services to our customers who are individuals, as well as to organizational clients. As used in these Terms, “you” refers to the authorized individual accessing the Services. In instances where you are purchasing the Services on behalf of a school, district, local education agency, state agency, or other entity (each, an “organization”), “you” refers to such organization and its authorized users. If you are an organization, you are responsible for ensuring all users comply with these Terms.
Subscription and Payment
Billing. You will be billed via an invoice. Access to the Services is billed on a subscription basis (the “Subscription”). A valid payment method, which could include a credit card, is required to process the payment for your Subscription. You will provide us with accurate and complete billing information and valid payment information. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instrument. For Sonar, the Subscription Term is defined below unless specified otherwise in your invoice.
Subscription Term. If you purchase a license to Sonar between January 1st and June 30th of a given year, access to Sonar is provided for a one-year period that spans from the upcoming July 1st until June 30th, except as otherwise stated or agreed to by the parties (as renewed or extended, the “Subscription Term”). If you purchase a license between July 1st and December 31st of a given year, the Subscription Term instead commences on the date that you make payment and continues until July 1st, and as renewed or extended. Payments for subscription terms are not prorated.
Cancellation. All payments are nonrefundable and noncancellable. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for service periods unused with an open account.
Taxes. Fees are exclusive of all taxes, levies, or duties imposed by tax authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might apply to your use of the Services and payments made by you.
Price Changes. Prices of the Services, including but not limited to the annual Subscription fees to the Services, are subject to change at Sonar’s sole discretion. Any Subscription fee change will become effective at the end of the then-current Subscription Term. Your continued use of the Services after the Subscription fee change is in effect, constitutes your agreement to pay the modified Subscription fee amount.
Automatic Renewals. At the end of any then-current Subscription Term, your Subscription to Sonar will automatically renew for successive one (1) year Subscription Terms that commence as of July 1st unless either party provides not less than ninety (90) days’ prior written notice to the other party of its desire not to automatically renew the Subscription. You can easily opt out of your renewal by sending an email to support@sonarmentalhealth.com.
Marketing. If you are an organization, by agreeing to these terms of use, you agree to having your organization's name used on Sonar’s marketing materials and to provide a written and or video testimonial for Sonar’s services at least once during the Subscription Term.
The Services
The Sonar Services offer a personal wellbeing companion for youth that provides text coaching, identifies moments of distress, and helps navigate the process of finding support. Our goals are to:
- Provide coaching to youth to navigate life’s challenges
- Try to spot signs – based on your use of the third-party websites, services, and social media accounts that you connect to from the Services (collectively, the “Third Party Services”), as well as prompts and surveys sent by us – that may indicate a risk to a participating youth’s safety or wellbeing
- Send alerts and notifications regarding your safety and wellbeing (“Notifications”) to the participating youth and/or one or more of the people that you’ve designated as people that you’d like to be contacted (each, a “Wellbeing Ally”)
- In the case that you are a school district or other organization that supports youth, aggregate data and insights that allow you to understand use of the Services across your organization and receive recommendations on how to improve youth wellbeing
If you are a youth over the age of 13, you may register for an account with us. As part of account registration for participating youths, you may designate up to ten individuals to be a “Wellbeing Ally.” If you are under the age of 13, your parent or legal guardian must establish an account on your behalf.
As further described in the Services, your Wellbeing Allies may receive Notifications based on your use of Third Party Services, as well as prompts and surveys sent by us. Although we generally will not share with your Wellbeing Allies specific posts or messages you send us or post on Third Party Services, as part of the Notifications, we may provide your Wellbeing Allies with some context on how you may be feeling or thinking or on why we sent a particular Notification.
Our Services use a mix of in-house and third-party employees (“Wellbeing Companions”) and automated technologies and processes to review Third Party Content (as defined below) and data collected by the Services, and to draft and review Notifications that are sent to Wellbeing Allies.
All personal data collected by us will always remain subject to our Privacy Policy.
Does Sonar provide medical care or therapy?
Is Sonar guaranteed to keep youth safe?
No. SONAR MAKES NO WARRANTY OR GUARANTEE THAT IT WILL PROPERLY ASSESS, SCREEN OR FLAG ANY OR ALL SAFETY OR WELLBEING RISKS OR POTENTIAL SAFETY OR WELLBEING RISKS. Please see below for a full description of the guarantees and warranties waived by these Terms. It can be hard and complicated to stay safe online and to use your devices in a way that promotes your mental wellbeing. Sonar is offering one possible safeguard, but our Services should never be the only safeguard you use.
Other safeguards you should consider using include seeking mental health care treatment and talking with your Wellbeing Allies directly. We also strongly encourage you to talk to a trusted adult directly and right away if you feel unsafe, if you feel that your use of technology is hurting your wellbeing, or if you aren’t sure whether or not you should do any particular activity online. We also encourage you to have open and ongoing communication with trusted adults about your device use and what’s happening online. If you are a parent or legal guardian, we strongly encourage you to set clear rules about device use, talk to your child early and often about safety and mental wellness online, and supervise your child’s use of their devices.
What are the basics of using Sonar?
Participating Youth Registration
Youths 13 and older (and, in the case of youths under 13, a parent or legal guardian acting on behalf of the youth) whose wellbeing will be assessed (“Participating Youth”) will be required to sign up for an account and select a password and user name (“User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself (or, in the case of youths under 13, about your child). You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
Once you are registered for the Services, you may designate your Wellbeing Allies, who may receive Notifications based on your use of the Services and of Third Party Services. You hereby agree that we may deliver Notifications to your Wellbeing Allies as part of the Services.
Additionally, at all times while you are registered for the Services, at least one of your Wellbeing Allies shall be your parent or legal guardian or caregiver (each such adult, an “Adult Wellbeing Ally”), and you represent and warrant that any person designated as such is your parent or legal guardian or caregiver.
Wellbeing Ally Registration
If you are invited to become a Wellbeing Ally, you will be required to sign up for an account to receive Notifications. You agree to these Terms by your use of the Services. If you would like to remove yourself as a Wellbeing Ally, please contact support@sonarmentalhealth.com.
Coaching
You will be able to receive coaching via text message from our Wellbeing Companions. Coaching may begin either at your request or via a check-in sent by a Wellbeing Companion.
Notifications and Acute Risks
As described above, Wellbeing Allies may receive Notifications based on their linked youths’ use of Third Party Services and interactions with us. Sonar determines whether and to which Wellbeing Allies to send a Notification in its sole discretion, on a case-by-case basis, and may use automated means to make such a determination.
Sonar may, in its sole discretion, determine on a case-by-case basis which Wellbeing Allies will receive a Notification. For example, there may be some Notifications that Sonar determines are appropriate for all Wellbeing Allies to receive. Alternatively, there may be some Notifications that Sonar determines warrants only alerting Adult Wellbeing Allies or all Wellbeing Allies except for Adult MWellbeing Allies. To learn more about our methodology and practices, please read our FAQs available on our website at www.sonarmentalhealth.com.
Notwithstanding the foregoing, if Sonar determines in its sole discretion that a youth or third party is subject to a severe or dangerous health risk (an “Acute Risk”), Sonar will attempt to alert such youth’s Adult Wellbeing Allies. In the event of an Acute Risk, Sonar may, in its sole discretion, notify the appropriate authorities. Sonar may also notify the appropriate authorities if it has a reasonable belief that it is legally required to do so, even if no Acute Risk exists. If Sonar in its sole discretion suspects an Acute Risk, Sonar may share specific details and Third Party Content with the corresponding youth’s Wellbeing Allies and/or the appropriate authorities. SONAR MAKES NO WARRANTY OR GUARANTEE THAT IT WILL PROPERLY ASSESS, SCREEN OR FLAG ANY OR ALL ACUTE RISKS OR POTENTIAL ACUTE RISKS.
General
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).
You will only use the Services for your own personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
By using the Services, you may enroll to receive mobile texts and alerts about the Services, including from other users. Message and data rates may apply. If you would like to opt out from receiving such messages, you can follow the instructions provided in those messages or otherwise reply STOP to any Sonar alert.
Social Media and Third Party Services
You may authorize us (and any service providers acting on our behalf) to connect to certain Third Party Services and access your posts, images, status updates, likes, interactions, messages, and other content submitted to or created in such Third Party Services by you and by other people (“Third Party Content”). Our Services will process this Third Party Content to provide assessments on your wellbeing and safety and may provide Notifications to you and your Wellbeing Allies based on this Third Party Content.
When you access Third Party Services, you accept that there are risks in doing so, and that Sonar is not responsible for such risks. We encourage you to read the terms and conditions and privacy policy of each Third Party Service you connect to from the Services.
Such Third Party Services are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Sonar, and we are not responsible for any websites you may access via a recommendation or suggestion on our website. Inclusion of, linking to, or permitting the use or installation of any third party website or any third party applications, software, or content does not imply approval or endorsement by us. If you decide to leave our website and access a third party website or to use or install any third party applications, software or content, you do so at your own risk. We are not responsible for the policies, content or security of these linked websites, including how they protect your privacy and collect, use and disclose Personal Information. By using the Services, you release and hold us harmless from any and all liability arising from your use of any Third Party Service.
Method of Communication
Our primary mode of communication with you will be via SMS (text) message at the phone number you provide upon account creation. You can also contact us via email at support@sonarmentalhealth.com.
You authorize and consent to receive, at the telephone number provided upon account creation, texts and calls using an automated telephone dialing system from, or on behalf of, Get Sonar, Inc. I understand that I do not have to consent to purchase any products or services. Message and data rates may apply. I can revoke my consent at any time by email support@sonarmentalhealth.com, calling 650-400- 6375, or replying STOP to a text.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not connect to a Third Party Service or otherwise use the Services or interact with the Services in a manner that:
- (a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Sonar);
- (b) Violates any law or regulation, including any applicable export control laws;
- (c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- (d) Jeopardizes the security of your Sonar account or anyone else's (such as allowing someone else to log in to the Services as you);
- (e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- (f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
- (g) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
- (h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); or
- (i) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in Sonar?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, Third Party Content, and so forth (all of the foregoing, the “Content”) may be protected by copyright and/or other intellectual property laws. Sonar expressly reserves all rights with respect to its own Content.
You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Sonar’s) rights.
You understand that Sonar owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
Do I have to grant any licenses to Sonar or to other users?
In order to process your Third Party Content through the Services, you grant us certain rights in that Third Party Content. We will exercise those rights in a way that complies with our Privacy Policy.
For all Third Party Content, you hereby grant Sonar a non-exclusive license to collect, translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such Third Party Case, in each case to enable us to operate the Services. You also grant Sonar a license to use your content in a de-identified form for research and product enhancement. These are licenses only - your ownership in Third Party Content is not affected. You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide.
Finally, you understand and agree that Sonar, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your Third Party Content to conform and adapt that Third Party Content to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Who is responsible for what I see and do on the Services?
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services. For the avoidance of doubt, Wellbeing Allies are solely responsible for determining whether and how to respond to a Notification.
Contacting Authorities. We provide Notifications regarding our users online activities. If you suspect or determine a threat to the health, welfare, or safety of any individual or entity, you should contact local law enforcement or other governmental agencies to make a report. If we identify information that in our sole discretion indicates health, welfare, or safety concerns for an individual or entity, we have the right and, under circumstances, a legal duty to make reports to law enforcement or other appropriate governmental agencies. You and all users and Wellbeing Allies consent to our authority to do so.
Please note that, unless compelled by a legally binding court order, we do not search for, monitor, or report online activity concerning reproductive health.
Will Sonar ever change the Services?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you when practical.
Will these Terms ever change?
We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the www.sonarmentalhealth.com website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
It is your responsibility to check these Terms regularly for any changes. We will post the last date of any change to these Terms at the top of this page.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What if I want to stop using Sonar?
You're free to do that at any time, by contacting us at support@sonarmentalhealth.com, please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
Sonar is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Sonar has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
What about my privacy?
Sonar takes the privacy of its users very seriously. Please refer to our current Privacy Policy.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13 without first having obtained verifiable parental consent, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information without parental consent, please contact us at support@sonarmentalhealth.com.
What else do I need to know?
Warranty Disclaimer. Neither Sonar nor its Wellbeing Companions, licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our Wellbeing Companions, licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS-IS” and without any warranty of any kind from Sonar or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY SONAR (AND ITS WELLBEING COMPANIONS, LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, SONAR DOES NOT GUARANTEE OR WARRANT (A) THAT THE SERVICES WILL FUNCTION TO PREVENT MINORS FROM BEING EXPOSED TO INAPPROPRIATE, HARMFUL, UNSAFE, OR OBSCENE CONTENT ONLINE, (B) THAT THE SERVICES WILL PREVENT OR OTHERWISE DISCOURAGE CYBERBULLYING OR SELF-HARM BY STUDENTS, (C) THAT THE SERVICES WILL DETECT ALL CYBERBULLYING AND SELF-HARM BY STUDENTS, (D) ALL SOCIAL MEDIA SITES, STREAMING MEDIA, WEB-BASED EMAIL SERVICES, CLOUD STORAGE SITES, OTHER INTERNET SITES (INCLUDING PORN, GAMBLING AND OTHER INAPPROPRIATE SITES FOR MINORS), DIRECT MESSAGES AND ELECTRONIC DOCUMENTS AND FILES WILL BE BLOCKED OR MONITORED, OR (E) THAT INFORMATION PROVIDED TO WELLBEING ALLIES IS MEDICALLY APPROPRIATE OR ACCORDS WITH THIRD PARTY BEST PRACTICES.
No Professional Advice. NEITHER SONAR NOR ITS WELLBEING COMPANIONS PROVIDE MEDICAL OR LEGAL ADVICE AS PART OF THE SERVICES. ALL NOTIFICATIONS AND INFORMATION OR MATERIALS OBTAINED THROUGH THE SERVICES IS DELIVERED TO YOU FOR YOUR USE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SONAR’S PROVISION OF OR FAILURE TO PROVIDE ANY SUCH NOTIFICATIONS OR INFORMATION.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SONAR (OR ITS WELLBEING COMPANIONS, LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO SONAR IN CONNECTION WITH THE SERVICES IN THE 12 MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold Sonar and its Wellbeing Companions, and their respective affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. Except as expressly authorized herein, you may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Sonar’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice Of Law & Jurisdiction. These Terms and your use of the Services will be interpreted in accordance with the law of the State of California and the United States of America, without regard to their conflict-of-law provisions. You and Sonar agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District court, Northern District of California located in San Francisco, California (collectively, the “San Francisco Courts”) for any actions which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
Severability. If any term (or part of a term) of the Terms is invalid, illegal or unenforceable, the rest of the Terms will remain in effect.
No Third-Party Beneficiaries. These Terms do not confer any benefits on any third party.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Sonar may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Sonar agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Sonar, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Sonar, and you do not have any authority of any kind to bind Sonar in any respect whatsoever. Except as expressly set forth in the section above regarding the Apple Application, you and Sonar agree there are no third party beneficiaries intended under these Terms.
Dispute Resolution
Mandatory, Bilateral Arbitration and Waiver of Class Actions
Please read this carefully. It affects your rights. YOU AND SONAR AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF SONAR, TO ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED BY OR THROUGH SONAR, TO THIS AGREEMENT, OR TO THE CONTENT, AND/OR USER SUBMISSION ON SONAR SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, except that (1) you may assert claims in small claims court if your claims qualify; and (2) this agreement to arbitrate does not include your or Sonar's right to seek injunctive or other equitable relief in state or federal court in San Francisco to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this agreement and govern all questions as to whether a dispute is subject to arbitration.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms.
“Disputes” shall include, but are not limited to, any claims or controversies between you and Sonar against each other related in any way to or arising out of in any way from the Service, the Content, User Submission, including but not limited to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and Sonar, even if the claim arises after you or Sonar has terminated Service or a user account. Disputes also include, but are not limited to, claims that: (a) you bring against our employees, agents, affiliates, or other representatives; or (b) that Sonar brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and Sonar, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before these Terms or out of a prior set of Terms with Sonar; (iii) claims that are subject to on-going litigation where you are not a party or a class member; and/or (iv) claims that arise after the termination of these Terms.
Dispute Notice
Before initiating an arbitration, you and Sonar each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute should be emailed to: support@sonarmentalhealth.com. Sonar will provide a Notice of Dispute to you via the email address associated with your User ID. You and Sonar agree to make attempts to resolve the Dispute prior to commencing an arbitration and not to commence an arbitration proceeding until this 45-day post-notice resolution period expires. If an agreement cannot be reached within 45 days of receipt of the Notice of Dispute, you or Sonar may commence an arbitration proceeding.
Arbitration Process and Procedure
Unless you and Sonar agree otherwise in writing, arbitration shall (1) be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures then in effect (the “JAMS Rules”) and as modified by this agreement to arbitrate, including the rules regarding filing, administration, discovery, and arbitrator fees; (2) be conducted by a single, neutral arbitrator; and (3) take place in the county where you reside. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class or representative action. Further, unless both you and Sonar expressly agree otherwise, the arbitrator may not consolidate more than one person's claims. If this prohibition of class, representative, or consolidated arbitration is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
If, for any reason, a claim proceeds in court rather than in arbitration, we each waive our right to a jury trial.
YOU THEREFORE UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND SONAR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION FOR ANY CLAIMS COVERED BY THIS AGREEMENT.
The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
The JAMS Rules are available on its website. Notwithstanding any JAMS Rules to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern, you and Sonar each agree that all issues regarding the Dispute are delegated to the arbitrator to decide, except that only a court (and not the arbitrator) shall decide any disagreements regarding the scope and enforceability of this agreement to arbitrate.
Hearing
If your claim does not exceed $5,000, you and Sonar agree to waive an oral hearing by the arbitrator and the arbitration will be conducted solely on the basis of documents you and Sonar submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. To the extent an oral hearing is requested by you or Sonar, or deemed necessary by the arbitrator, you and Sonar agree that the hearing will be conducted telephonically or videographically.
Arbitrator's Decision
An arbitrator's award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator's decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court of competent jurisdiction.
Complaints and Feedback
If you have any complaints about a Wellbeing Companion or any aspect of our website or if you have any questions or would otherwise like to provide any other feedback, then you can contact us by emailing: support@sonarmentalhealth.com. Your query will be directed to our customer complaints team, which may be based outside of the United States.
