Sonal Sales Agreement and Privacy Policy

Last Updated: October 2, 2024

This Sales Service Agreement (the "Agreement") is entered into by and between Sonal Inc., a Delaware corporation ("Sonal"), and the individual or entity who procures access to the Sonal Platform (as defined below) in the manner described herein ("Customer"). Sonal and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." This Agreement is effective as of the date that Customer agrees to be bound by this Agreement as described below ("Effective Date").

By executing an Order (as defined below) or otherwise accessing or using the Sonal Platform, you signify that you have read, understood, and agree to be bound by this Agreement. Sonal reserves the right to modify this Agreement and will provide notice of these changes as described below.

As used herein, "Order" means: (a) the purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (b) if Customer registered for the Sonal Platform through Sonal’s self-serve online ordering process, the results of such online ordering process.

The Parties agree as follows:

Definitions.
1.1 Authorized User
"Authorized User" means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Sonal Platform under the rights granted to Customer pursuant to this Agreement.

1.2 Customer Data
"Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Sonal Platform; provided that, for purposes of clarity, Customer Data does not include Derivative Data.

1.3 Derivative Data
"Derivative Data" means data and information related to or derived from Customer Data or Customer’s use of the Sonal Platform that has been aggregated and/or anonymized by Sonal.

1.4 Documentation
"Documentation" means any end user documentation made available by Sonal in connection with the Sonal Platform.

1.5 Sonal Platform
"Sonal Platform" means Sonal’s proprietary hosted software platform and related transactional services, including without limitation Sonal’s recommendation and intelligence services, or any related payment processing services, and any Sonal Software and Documentation provided in connection with the Sonal Platform, in each case as made available to Customer by Sonal.

1.6 Sonal Software
"Sonal Software" means any software, agents, SDKs, APIs, or other code made available by Sonal in connection with the Sonal Platform.

1.7 Harmful Code
"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system, or network; or (b) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

1.8 Third-Party Products
"Third-Party Products" means any third-party products provided with, integrated with, or incorporated into the Sonal Platform.

1.9 Usage Limitations
"Usage Limitations" means the usage limitations set forth in this Agreement and the Order.
Access and Use.
2.1 Provision of Access.
Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Sonal will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable (except in compliance with Section 11.8), and non-sublicensable basis, access to and use of the Sonal Platform, solely for use by Authorized Users. Such use is limited to Customer’s own business purposes in connection with Customer’s products and services, and the features and functionalities specified in the Order. To the extent Sonal provides Customer with any Sonal Software and Documentation, Sonal grants to Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11.8), and non-sublicensable right and license to use the Sonal Software and Documentation during the applicable Subscription Period solely as reasonably necessary for Customer’s use of the Sonal Platform in accordance with this Agreement.

2.2 Use Restrictions.
Customer shall not use the Sonal Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of the Sonal Platform, whether in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Sonal Platform available to, or use the Sonal Platform on behalf of, any third party other than Customer’s end users; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Sonal Platform, in whole or in part, other than as authorized by Sonal under this Agreement; (d) remove any proprietary notices from the Sonal Platform; (e) use the Sonal Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (f) access or use the Sonal Platform for purposes of competitive analysis of Sonal or the Sonal Platform, the development, provision, or use of a competing software service or product, or any other purpose that is to Sonal’s detriment or commercial disadvantage; (g) bypass or breach any security device or protection used by the Sonal Platform; or (h) input, upload, transmit, or otherwise provide to or through the Sonal Platform any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code.

2.3 Reservation of Rights.
Sonal reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Sonal Platform.

2.4 Suspension.
Notwithstanding anything to the contrary in this Agreement, Sonal may temporarily suspend Customer’s access to any portion or all of the Sonal Platform if: (a) Sonal reasonably determines that (i) there is a threat or attack on the Sonal Platform; (ii) Customer’s use of the Sonal Platform disrupts or poses a security risk to the Sonal Platform or to any other customer or vendor of Sonal; (iii) Customer is using the Sonal Platform for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) Sonal’s provision of the Sonal Platform to Customer or any Authorized User is prohibited by applicable law; (b) any vendor of Sonal has suspended or terminated Sonal’s access to or use of any Third-Party Products required to enable Customer to access the Sonal Platform; or (c) in accordance with Section 4.2 (any such suspension described in subclause (a), (b), or (c), a “Service Suspension”). Sonal shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Sonal Platform following any Service Suspension. Sonal will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

2.5 Derivative Data.
Notwithstanding anything to the contrary in this Agreement, Sonal may monitor Customer’s use of the Sonal Platform and collect and compile Derivative Data. As between Sonal and Customer, all right, title, and interest in Derivative Data, and all intellectual property rights therein, belong to and are retained solely by Sonal. Customer acknowledges that Sonal may compile Derivative Data based on Customer Data input into the Sonal Platform. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that Sonal may use and disclose Derivative Data for any lawful purpose.
Customer Responsibilities.
3.1 General.
Customer is responsible and liable for all uses of the Sonal Platform resulting from access provided by Customer. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of the provisions of this Agreement that are applicable to such Authorized User’s use of the Sonal Platform and shall cause Authorized Users to comply with such provisions.

3.2 Third Party Products.
Sonal may from time to time make Third-Party Products available to Customer or Sonal may allow for certain Third-Party Products to be integrated with the Sonal Platform to allow for the transmission of Customer Data from such Third-Party Products into the Sonal Platform or Sonal’s provision of the Sonal Platform. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Sonal to transmit Customer Data from Third-Party Products into the Sonal Platform or use Customer Data in connection with Third-Party Products to provide the Sonal Platform, Customer represents and warrants to Sonal that it has all right, power, and authority to provide such authorization.

3.3 Customer Control and Responsibility.
Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Sonal Platform; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party Sonal Platform (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ access credentials; and (e) all access to and use of the Sonal Platform directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
Fees and Taxes.
4.1 Fees.
Customer shall pay Sonal (a) the subscription fees identified in the Order (the “Subscription Fees”) without offset or deduction at the cadence identified in the Order (e.g., monthly), and (b) the Service Fees (as defined below) identified in the Order (collectively with the Subscription Fees, the “Fees”). Fees paid by Customer are non-refundable. Customer shall make all payments hereunder in US dollars. By agreeing to the terms of this Agreement, Customer agrees that Sonal’s third-party payment processor, Stripe, Inc. (“Stripe”), may process Customer’s payment of the Fees. Please see Stripe’s Services Agreement, available at https://stripe.com/us/legal, and Stripe’s Privacy Policy, available at https://stripe.com/us/privacy, as each may be amended by Stripe in accordance with the terms set forth therein, for information on how Stripe collects and uses personal information. As used herein, “Service Fees” means a specified percentage of the sales price of each transaction made by an end user of Customer through the Sonal Platform.

4.2 Late Payments.
If Customer fails to make any payment when due, and Customer has not notified Sonal in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Sonal’s other rights and remedies: (a) Sonal may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse Sonal for all reasonable costs incurred by Sonal in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for ten (10) days or more, Sonal may suspend Customer’s access to all or any part of the Sonal Platform until such amounts are paid in full.

4.3 Taxes.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Sonal’s income.
Confidential Information.
5.1 Definition.
From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (a) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (b) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information.

5.2 Duty.
The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

5.3 Return of Materials; Effects of Termination/Expiration.
On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership; Feedback.
6.1 Sonal Platform.
Customer acknowledges that, as between Customer and Sonal, Sonal owns all right, title, and interest, including all intellectual property rights, in and to the Sonal Platform and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

6.2 Customer Data.
Sonal acknowledges that, as between Sonal and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Sonal a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Sonal to provide and improve the Sonal Platform and to create Derivative Data.

6.3 Feedback.
If Customer or any of its employees or contractors sends or transmits any communications or materials to Sonal by mail, email, telephone, or otherwise, suggesting or recommending changes to the Sonal Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Sonal is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
Warranty Disclaimer.
THE SONAL PLATFORM IS PROVIDED “AS IS” AND SONAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SONAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SONAL MAKES NO WARRANTY OF ANY KIND THAT THE SONAL PLATFORM, ANY THIRD-PARTY PRODUCTS OR ANY OTHER PRODUCTS OR SERVICES MADE AVAILABLE TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, OR RESULTS OF THE USE OF ANY OF THE FOREGOING, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification.
8.1 Sonal Indemnification.
(a) Sonal shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Sonal Platform, or any use of the Sonal Platform in accordance with this Agreement, infringes or misappropriates such third party’s US copyrights or trade secrets; provided that Customer promptly notifies Sonal in writing of the claim, cooperates with Sonal, and allows Sonal sole authority to control the defense and settlement of such claim. (b) If such a claim is made or appears possible, Customer agrees to permit Sonal, at Sonal’s sole discretion: to (i) modify or replace the Sonal Platform, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Sonal determines that neither alternative is reasonably commercially available, Sonal may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. (c) This Section 8.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Sonal Platform in combination with data, software, hardware, equipment, or technology not provided by Sonal or authorized by Sonal in writing; (ii) modifications to the Sonal Platform not made by Sonal; (iii) Customer Data; or (iv) Third-Party Products.

8.2 Customer Indemnification.
Customer shall indemnify, hold harmless, and, at Sonal’s option, defend Sonal from and against any Losses resulting from any Third-Party Claim arising from (a) the Customer Data, including Customer’s provision of Customer Data or Sonal’s use of the Customer Data in accordance with this Agreement; (b) Customer’s or any Authorized User’s negligence or willful misconduct; (c) Customer’s or any Authorized User’s use of the Sonal Platform in a manner not authorized by this Agreement; or (d) Customer’s or any Authorized User’s use of the Sonal Platform in combination with data, software, hardware, equipment or technology not provided by Sonal or authorized by Sonal in writing; in each case provided that Customer may not settle any Third-Party Claim against Sonal unless Sonal consents to such settlement, and further provided that Sonal will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SONAL BE LIABLE TO YOU OR ANY PERSON OR ENTITY AFFILIATED WITH YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SONAL PLATFORM, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, BUSINESS INTERRUPTION OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (e) PERSONAL INJURY OR PROPERTY DAMAGE; OR (f) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SONAL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SONAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (i) THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SONAL UNDER THIS AGREEMENT (EXCLUDING ANY PASS-THROUGH AND PROCESSING FEES IMPOSED BY THIRD-PARTY PRODUCTS) DURING THE ONE (1) MONTH TERM IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND (ii) $500.
Subscription Period and Termination.
10.1 Subscription Period.
This Agreement is effective as of the Effective Date and continues in effect until terminated pursuant to this Agreement’s express provisions (the “Subscription Period”).

10.2 Termination.
In addition to any other express termination right set forth in this Agreement: (a) Either Party may terminate this Agreement at any time upon sixty (60) days’ written notice to the other Party; (b) Sonal may terminate this Agreement, effective upon written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Sonal’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.2 or Section 5; (c) either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or (d) either Party may terminate this Agreement, effective 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, voluntarily or involuntarily, 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.

10.3 Effect Expiration or Termination.
Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Sonal Platform and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Sonal Software and Documentation and certify in writing to Sonal that the Sonal Software and Documentation has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

10.4 Survival.
This Section 10.4 and Sections 1, 4, 5, 6, 7, 8, 9, 10.3, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous.
11.1 Entire Agreement.
This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement; and (b) second, any other documents incorporated herein by reference.

11.2 Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

11.3 Force Majeure.
In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

11.4 Amendment and Modification.
Sonal may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Sonal will provide Customer with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Customer’s account on the Sonal Platform or by another method reasonably designed to provide notice to Customer. If Customer accesses or uses the Sonal Platform after the effective date of the revised Agreement, such access and use will constitute Customer’s acceptance of the revised Agreement beginning at the next Renewal Subscription Period or, if Customer enters into a new Order with Sonal, as of the date of execution of such Order.

11.5 Waiver.
No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.

11.6 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 term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

11.7 Governing Law; Dispute Resolution.
This Agreement shall in all respects be governed by the laws of the State of Delaware without reference to its principles of conflicts of laws, and without regard to the United Nations Convention on the Sale of Goods. Subject to the following arbitration requirements, the Parties hereby agree that all litigation arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the federal and state courts within the State of Delaware, and the Parties hereby consent to the personal and exclusive jurisdiction and venue of these courts. For any dispute in connection with this Agreement, the Parties agree to first attempt to mutually resolve the dispute informally via negotiation. If the dispute has not been resolved after thirty (30) days, the Parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach, by binding arbitration by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in force at that time. The arbitration will be conducted in the State of Delaware. The arbitrator’s decision shall be final and binding on all Parties, and may be entered as a judgment in any court of competent jurisdiction.
11.8 Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Sonal. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
11.9 Export Regulation. The Sonal Platform utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Sonal Platform or the underlying software or technology to, or make the Sonal Platform or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or 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), prior to exporting, re-exporting, releasing, or otherwise making the Sonal Platform or the underlying software or technology available outside the US.
11.10 US Government Rights. Each of the Documentation and the software components that constitute the Sonal Platform is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Sonal Platform and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
11.11 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2.2, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
11.12 Publicity. Sonal may identify Customer as a user of the Sonal Platform and may use Customer’s name, logo, and other trademarks in Sonal’s customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party’s prior written approval.

Effective Date: 10/02/2024

Sonal Inc. ("we", "us", or "our") is committed to protecting your privacy. This Privacy Policy explains how we collect, use, disclose, and safeguard your information when you use our mobile application, Sonal (the "App"). Please read this privacy policy carefully. If you do not agree with the terms of this privacy policy, please do not use the App.

1. Information We Collect
We may collect and process the following types of information:

a. Personal Information
When you sign up or use the Sonal app, we may collect information that personally identifies you, such as:

Name
Email address
Phone number
Date of birth
Health-related information (for nutrition and wellness tracking)
Any other data you provide to us during registration or use of the App
b. Usage Data
We collect information about your interactions with the App, such as:

Log data (IP address, browser type, and device information)
Interaction data (app navigation, features accessed)
Cookies or similar tracking technologies that monitor activity within the App
c. Device Information
We may collect information about your mobile device, including:

Device model
Operating system version
Unique device identifiers
Mobile network information
2. How We Use Your Information
We use the collected information for the following purposes:

To Provide and Maintain the App: To ensure the App functions correctly and offers tailored experiences based on your health data.
Personalization: To offer personalized content, including health recommendations and nutrition tips.
Analytics: To improve the App’s performance, diagnose technical issues, and enhance user experiences.
Communication: To send you notifications, updates, and other information related to the App.
Compliance: To comply with legal obligations and to prevent or investigate fraud and other violations.
3. How We Share Your Information
We may share your information with third parties in the following situations:

a. Service Providers
We may share your data with third-party service providers that assist us in operating the App or providing services to you. These providers are contractually bound to protect your information and may only use it as directed by us.

b. Legal Obligations
We may disclose your information if required by law or if we believe such action is necessary to:

Comply with legal processes
Protect our rights, property, and safety or the rights, property, and safety of others
c. Business Transfers
If we are involved in a merger, acquisition, or asset sale, your information may be transferred. We will provide notice before your personal information is transferred and becomes subject to a different privacy policy.

4. Data Retention
We retain your personal information only as long as is necessary for the purposes outlined in this Privacy Policy. When we no longer need to use your data, we will delete or anonymize it in accordance with applicable law.

5. Your Rights and Choices
You have the following rights regarding your personal data:

a. Access and Correction
You may access and update your personal information through the settings section of the App.

b. Data Portability
You have the right to request a copy of your data in a structured, machine-readable format.

c. Data Deletion
You may request that we delete your personal information. However, we may retain certain information if necessary to comply with legal obligations.

d. Withdraw Consent
Where we process your personal data based on consent, you may withdraw that consent at any time.

6. Security of Your Information
We take reasonable security measures to protect your information from unauthorized access, use, or disclosure. However, no method of transmission over the internet or electronic storage is 100% secure, so we cannot guarantee absolute security.

7. Children's Privacy
The App is not intended for use by children under the age of 13. We do not knowingly collect personal information from children under 13. If we discover that a child under 13 has provided us with personal data, we will take steps to delete such information.

8. Changes to This Privacy Policy
We may update this Privacy Policy from time to time. When we make changes, we will update the "Effective Date" at the top of the policy. You are advised to review this policy periodically for any changes.

9. Contact Us
If you have any questions about this Privacy Policy or our data practices, please contact us at:

Sonal Inc.
Email: chris@trysonal.com
Address: 1845 Larkin St San Francisco, Ca 94109