SERVICES TERMS AND CONDITIONS
Last Updated: March 10th 2026
Please read these Services Terms and Conditions (these “Terms and Conditions”) carefully. These Terms and Conditions govern access to and use of our Services (as defined below), which are made available to you (“Customer,” “you,” or “your”) and your Authorized Users (as defined below) by Sondera, Inc. (“Sondera,” “we,” “us,” or “our”).
By ACCESSING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS HEREBY INCORPORATED INTO THESE TERMS AND CONDITIONS AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT USE THE SERVICES.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Services, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Services. By continuing to access or use the Services after we have posted a modification on the Services, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Services.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
“Customer AI Agents” means the artificial intelligence models, agents, software, applications, or automated systems owned, operated, or otherwise controlled by Customer that are authorized by Customer to access, interact with, or be monitored, evaluated, or managed through the Services. Customer AI include any Customer‑designated autonomous or semi‑autonomous software agents whose behavior, outputs, or decision‑making processes are subject to the governance, control, policy‑enforcement, or oversight mechanisms provided by the Services.
Our Services can be accessed via multiple access channels, including a web login, graphical user interface, and command-line tools. Our Services consist of two integrated components:
The Services collectively provide oversight, behavioral control, risk assessment, and human-in-the-loop escalation mechanisms to ensure that your Customer AI Agents operate safely, responsibly, and in accordance with your requirements and all applicable policies.
Subject to the terms and conditions of this Agreement, Sondera hereby grants you during the Term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, to access and use the Services solely for your internal business purposes.
You acknowledge and agree that the Services may intercept, review, and enforce policies on Customer AI Agents inputs, outputs, and actions. Depending on configuration, the Services may (i) deny or block certain actions outright; (ii) modify or re‑route Customer AI Agents behavior; or (iii) escalate activities for human‑in‑the‑loop review and approval. You are responsible for configuring and maintaining policies appropriate to your use-case and risk profile.
You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (ii) modify, adapt, or translate the Services, or any portion or component thereof; (iii) make any copies of the Services, or any portion or component thereof; (iv) resell, distribute, or sublicense the Services, or any portion or component thereof; (v) remove or modify any proprietary markings or restrictive legends placed on the Services; (vi) use the Services, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vii) introduce, post, or upload to the Services any virus, worm, “black door,” Trojan Horse, or similar harmful code; (viii) save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the Services other than those outputs generated through the intended functionality of the Services without the prior, written permission of Sondera in each instance; (ix) use the Services in connection with service bureau, timeshare, service provider or like activity whereby you operate the Services for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Services.
If you violate this section, Sondera reserves the right in its sole discretion to immediately deny you access to the Services, or any portion of thereof, without notice. Sondera reserves the right to change the availability of any feature, function, or content relating to the Services, at any time, without notice or liability to you.
In order to access and use our Services, you will have to create an account using either (a) your email address and a password and providing any other information needed to secure your account; or (b) a single sign-on (“SSO”) method offered by Sondera, such as logging in through a third-party identity provider (collectively, the “Account Credentials”).
When creating your account, you must provide true, accurate, current, and complete information. Each set of Account Credentials can be used by only one Authorized User. You are responsible for the confidentiality and use of your Account Credentials, including all activities that are associated with your Account Credentials. You agree to notify us promptly if you believe your Account Credentials have been compromised or if you need to deactivate them.
Sondera is under no obligation to accept any individual as an Authorized User of the Services and may accept or reject any registration in its sole and complete discretion. We have the right to disable any Account Credentials at any time for any reason, including if in our sole discretion we believe that you have failed to comply with these Terms and Conditions.
Certain components of the Services, including command‑line installers or libraries, may be offered as open‑source software under separate licenses. Your use of those components is governed by the applicable open‑source licenses, which will be provided with the software or in our documentation. To the extent of any conflict between this Agreement and an applicable open‑source license for an open‑source component, the open‑source license will control solely for that component.
Your use of the Services may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at sondera.ai/policies/privacy-policy ) which is hereby incorporated by reference in its entirety.
As between you and us, all right, title, and interest in and to the Services, the Aggregate Data, and the Usage Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Sondera (collectively, the “Sondera IP”). Sondera IP is protected under both United States and foreign laws. Unauthorized use of Sondera IP may violate copyright, trademark, and other laws. You have no rights in or to Sondera IP, and you will not use Sondera IP except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained on Sondera IP on any copy you make of Sondera IP. You may not sell, transfer, assign, license, sublicense, or modify Sondera IP or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use Sondera IP in any way for any public or commercial purpose. The use or posting of Sondera IP on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use Sondera IP, and the Services automatically terminates and you must immediately destroy any copies you have made of Sondera IP.
The trademarks, service marks, and logos of Sondera (the “Sondera Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Sondera. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Sondera Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Sondera Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. Sondera IP may not be retransmitted without our express, written consent for each instance.
Ownership: As between you and us, you own all right, title, and interest in and to Customer Data and we own all right, title, and interest in and to Immutable Logs, Usage Data and Aggregate Data.
License to Customer Data: You hereby grant Sondera during the Term of this Agreement, a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display and distribute Customer Data to perform its obligations under this Agreement, including but not limited to, provide, secure, support, and operate the Services (including policy enforcement, escalation, and logging); (ii) generate Immutable Logs for audit and compliance; and (iii) comply with applicable laws.
Training and Improvement: You grant us a non‑exclusive, worldwide, royalty‑free license to use Intercepted Data to (i) develop, test, and improve the Services and our internal policy engines and analyzers, including to simulate agent behavior, assess risks, and create or refine policies and controls; and (ii) to fine-tune models, create policies, and train the Customer AI Agents.
Aggregate Data: Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Customer Data as well as any Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Services. Aggregate Data does not identify you or any natural person. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data, including for internal research, publications and product development.
Immutable Logs: Sondera hereby grants you during the Term of this Agreement, a non-exclusive, worldwide, fully paid-up, royalty-free, non-sublicensable right to access and use Immutable Logs solely for your internal business purposes. We may retain Immutable Logs to the extent necessary to provide the Services, for security, or as required by law.
Access Controls: Your and your Authorized User’s access to Customer Data and Immutable Logs is governed by your account’s access-control settings; by default, only the owner of a Customer AI Agent and Authorized Users you designate can view that Customer AI Agent’s data.
Sondera offers and you can purchase a monthly or annual subscription for access to the Services (“Subscription”) for a fee that is made known to you when you sign-up for the Subscription (the “Subscription Fee”). We may add new fees and charges, or amend fees and charges, at any time using our sole discretion. Payment for a Subscription is due immediately upon making a purchase for a subscription. By making a purchase, you are agreeing to pay Sondera, through our third-party payment processor (“Third-Party Payment Processor”), all applicable fees for the Subscription you purchase. Any information you provide to the Third-Party Payment Processor will be processed by such Third-Party Payment Processor in accordance with its privacy policy and terms of use.
YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR ACCOUNT, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, YOU MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH YOUR ACCOUNT.
By purchasing a Subscription, you acknowledge that your Subscription has an initial and recurring payment charge at the then-current Subscription rate, you agree that Sondera may submit monthly or annual charges, as applicable, in advance to your chosen payment method without your further authorization, until you provide notice to Sondera that you wish to cancel your Subscription or to change your payment method. You further accept responsibility for all recurring charges prior to cancellation, including, where applicable, any charges processed by Sondera after the expiration date of your payment card.
You may change or terminate your Subscription by visiting their account billing page or emailing us at support@sondera.ai. If you terminate your Subscription, you may use your Subscription until the end of the then-current billing cycle, and the Subscription will not be renewed after that period expires. Sondera does not refund any pre-paid portion of the Subscription fee. Sondera may immediately terminate or suspend your Subscription for any reason or no reason in accordance with these Terms of Use, including for failure to pay the applicable fees when due. If we terminate or suspend your Subscription, your right to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable).
By accessing and/or using the Services, you hereby agree to comply with the following guidelines:
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Services, or any portion thereof, without notice.
The Services is available only for individuals aged 18 years or older. If you are under 18 years of age, then please do not access and/or use the Services. By entering into this Agreement, you represent and warrant that you are 18 years or older.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
You represent and warrant that: (i) you have all rights and permissions necessary to provide us with or grant us access to and use of Customer Data, including any personal information, confidential information and sensitive information; (ii) you have obtained all necessary and appropriate consents, permissions, and authorizations to intercept, process, and store Customer Data, including any personal information, confidential information and sensitive information provided hereunder; and (iii) you are responsible for determining whether your use of interception, logging, and evaluation features of the Services complies with applicable privacy, surveillance, and data protection laws in your jurisdictions.
ALTHOUGH THE SERVICES, TRAJECTORY DATA, INTERCEPTED DATA, AND ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS CAN BE USED AS AN AID BY YOU AND YOUR AUTHORIZED USERS TO MAKE INFORMED BUSINESS DECISIONS, THE SERVICES, TRAJECTORY DATA, INTERCEPTED DATA OR ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS ARE NOT MEANT TO SUBSTITUTE LEGAL OR BUSINESS ADVICE OR YOUR OR ANY OF YOUR AUTHORIZED USER’S EXERCISE OF THEIR OWN BUSINESS JUDGMENT. SUCH DECISIONS OR JUDGMENTS ARE MADE AT SUCH PARTY’S SOLE DISCRETION AND ELECTION.
THE SERVICES, TRAJECTORY DATA, INTERCEPTED DATA AND ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER SONDERA NOR SONDERA’S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND SONDERA HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT SONDERA AND SONDERA’S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
SONDERA DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THE SERVICES, TRAJECTORY DATA, INTERCEPTED DATA, OR ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS. SONDERA WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SERVICES, TRAJECTORY DATA, INTERCEPTED DATA AND ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS. SONDERA IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE SERVICES, TRAJECTORY DATA, INTERCEPTED DATA, AND ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS. YOU AND EACH OF YOUR AUTHORIZED USER AGREES THAT ITS USE OF THE SERVICES, TRAJECTORY DATA, INTERCEPTED DATA, ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS IS ENTIRELY AT THEIR OWN RISK. THE OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS MAY BE INACCURATE, INCOMPLETE, HARMFUL, OR OTHERWISE UNEXPECTED, AND THE SERVICES MAY NOT DETECT, BLOCK, OR ESCALATE EVERY RISKY OR NON-COMPLIANT ACTION. YOU AND YOUR AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR REVIEWING AND APPROVING CUSTOMER AI AGENTS ACTIONS, INCLUDING ANY ACTIONS ESCALATED VIA THE SERVICES, AND FOR VALIDATING ALL OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS BEFORE USE. WE DO NOT GUARANTEE THAT EVALUATION, SIMULATION, OR POLICY RECOMMENDATIONS WILL ACHIEVE ANY PARTICULAR COMPLIANCE OUTCOME OR RISK POSTURE, AND YOU REMAIN RESPONSIBLE FOR YOUR LEGAL AND REGULATORY COMPLIANCE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS OR CURRENCY OF THE SERVICES OR ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE SERVICES OR ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS. ANY DECISION, ACT OR OMISSION OF YOURS THAT IS BASED ON THE SERVICES OR ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS IS AT YOUR OWN AND SOLE RISK. THE IMMUTABLE LOGS ARE PROVIDED AS A CONVENIENCE ONLY AND DOES NOT REPLACE THE NEED TO REVIEW THE IMMUTABLE LOGS ACCURACY, COMPLETENESS AND CORRECTNESS.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, SONDERA IP, ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU AND YOUR AUTHORIZED USERS MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES, SONDERA IP, ANY OUTPUT GENERATED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMMUTABLE LOGS OR ANY RELATED SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO USE IN THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You will indemnify, defend, and hold Sondera, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Sondera Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Sondera Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from your (i) breach of this Agreement, including but not limited to, any breach of your representations and warranties; (ii) misuse of the Services, any output generated through the Services, including but not limited to, Immutable Logs, and/or Sondera IP; (iii) negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; or (iv) violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.
The Services are based in the United States. We make no claims concerning whether the Services may be viewed or be appropriate for use outside of the United States. If you access the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Your right to access and use the Services will commence upon your acceptance of these Terms of Use and will continue for the duration of the subscription plan that you selected at registration (the “Term”). Thereafter, the Term will automatically renew for consecutive terms equivalent to the duration of your subscription plan, unless either of us notifies the other at least thirty (30) days prior to the expiration of the then-current renewal term of its intention to not renew.
We reserve the right to change, suspend, discontinue or terminate your access and use of all or any part of the Services at any time without prior notice or liability. You have the right to terminate this Agreement with notice to Sondera.
We retain Customer Data for the duration of the Customer’s active account and, unless a different retention period is required by applicable law, for ninety (90) days following the termination this Agreement or following the date of deactivate of Customer’s account.
At any time during the Term, Customer may request deletion of all or part of its Customer Data by providing a written request to Sondera. Upon receiving such a request, we will delete the requested data within a commercially reasonable period, unless retention is required by law.
Within thirty (30) days of the termination of this Agreement or deactivation of Customer’s account, we will reasonably assist you with an export of Customer Data and Immutable Logs that is in our possession or control in a format mutually agreeable to the parties. After this thirty (30) day period, we shall have no further obligation to you with respect to the storage of Customer Data and Immutable Logs and we shall permanently delete all such data, except for any data that may be in our backup systems which shall be deleted in accordance with our data retention policies.
Sections 1, 7, 8, 9, 12, 13, 14, 16, and 17-23 shall survive the termination of these Terms and Conditions.
In the event of a dispute arising under or relating to this Agreement, the Services (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then-current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. Except for disputes that are subject to binding arbitration as set forth herein, the Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New York for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement
You may not assign any of your rights, duties, or obligations under these Terms and Conditions to any person or entity, in whole or in part, without written consent from Sondera. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2026 Sondera, Inc. All rights reserved.