Soonr is a software company that enables secure online content backup, synchronization, collaboration, and management services over any data network. Soonr end users can store, access, download, search, forward, print, share, and otherwise manage documents and many types of content instantly from their computers and mobile devices.
Soonr complies with the U.S.–E.U. Safe Harbor Framework and the U.S.–Swiss Safe Harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use and retention of personal data from the from European Union member countries and Switzerland. Soonr has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view Soonr’s certification, please visit http://www.export.gov/safeharbor/.
In general, Soonr collects your personally identifiable information only when you provide it to us; for example, when you register for a Soonr account, or when you email it to us. We try to make it clear to you when you are providing personally identifiable information to us (e.g., by creating a web form for you to fill out.) Similarly, we try to make it clear when the information you are providing is required by making an indication on the web form.
We may collect personally identifiable information from you in the following ways:
We may collect non-personally identifiable information from you in the following ways:
If you delete or disable your cookies, you will significantly impair the functionality of the Soonr Software, and may not be able to use all the features of the Website.
Soonr uses the information we collect from you to provide you with the Soonr Services which you have requested, to enable the functionality of the Soonr Software, to contact you about your account, to help you resolve any technical matters when you seek technical assistance and to improve the Soonr Software and Soonr Services. If you are a User, we will use your email address to contact you about the Soonr Software and Soonr Services, about product upgrades, updates, and new products and services. We may use web beacons to determine whether you have opened the emails that we send to you. A "web beacon" is an electronic image, also known as a clear GIF or a single-pixel (1x1), which can recognize certain types of information on an individual's computer such as an individual's cookie number, the time and date of a page view, and/or a description of the page where the web beacon is placed.
You may access the Soonr Services, including any files stored on your computer, from any location from which you can connect to the Soonr Services via your mobile phone and other internet connected devices.
If you are a User located in the United States of America, your personally identifiable information will be stored on servers located in the United States of America. With respect to Users outside of the United States of America, we may, but do not guarantee, that we will store your personally identifiable information on servers located in the country in which the User is located or if there are no servers in that country, then in the country that Soonr reasonably selects. We may add new servers in different geographic locations from time to time.
Soonr may use third parties to process personally identifiable information about you to assist us in providing the Soonr Services and Soonr Software to you. If we do, we will require that they comply with this Privacy & Security Policy and any other appropriate privacy and security measures. Soonr may also disclose personally identifiable information about you to third parties when we have a good faith belief that it is necessary to do so: in response to legal process, to protect and defend Soonr's rights or property, to prevent fraud or in cases of imminent danger or to enforce the Soonr End User License Agreement.
Soonr does not sell or rent your personally identifiable information to other parties, but we may transfer your personally identifiable information to a successor entity upon a merger, consolidation or other corporate reorganization in which Soonr participates or to a purchaser or acquirer of all or substantially all of Soonr's assets to which this Website relates.
You may uninstall and delete the Soonr Software from your computer at any time. If you are a User, as part of the Soonr End User License Agreement, we require that you initially accept emails from us. However, you may take your name off the list for these emails and/or choose which types of emails you'd prefer to receive at any time by following the 'unsubscribe' directions at the bottom of every email. We will always correct your account information when you notify us. If you cancel your use of the Soonr Software or any product or service, we will delete all information except those records necessary for our legitimate business purposes.
Soonr recognizes the privacy interests of children and we encourage parents and guardians to take an active role in their children's online activities and interests. Neither the Soonr Software, the Soonr Services nor the Website are intended for children under the age of 13. Soonr does not target the Soonr Software, the Soonr Services or the Website to children under 13. Soonr does not knowingly collect personally identifiable information from children under the age of 13.
The security of your information is important to us. We may use certain technological measures consistent with industry standards to protect the information submitted to us, both during transmission and once we have received it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security.
Sharing access to your files may create additional risks to privacy and to the confidentiality of the information within your files. We provide certain safeguards from our end, for example, the ability for you to view who has accessed the files you've decided to share. But some of the responsibility to prevent unauthorized access remains with you. You can find more information about how the shared access works by visiting the Soonr Website at www.soonr.com. If you authorize others to share access to your files, you are agreeing that you recognize those risks. Moreover, while most mobile phones support SSL or other forms of secure data transmission, some mobile phones -particularly older mobile phones - do not. Users who access the Soonr Service via older mobile phones should take note of this. We strongly encourage all Users to check the operating instructions or similar documentation for their mobile phone PRIOR to using the Soonr Service.
Upon request and within 30 days, Soonr will grant individuals reasonable access to personal information that it holds about them. Soonr provides you with the ability to review and update the registration information that you provide to us by accessing and modifying this information in your account, except where the burden or expense to Soonr of providing access would be disproportionate to the risks to your privacy or where the legitimate rights of persons other than you would be violated.
If you have questions, please contact us at any time by email at privacy@Soonr.com or in writing at:
150 South Almaden Blvd
San Jose, CA 95113
Soonr's security begins with the design of the system and flows through to the physical security of the Soonr servers and the protection of subscribers' data. How secure are your files? Very secure. And here's why:
1. Your Relationship with Soonr.
1.1 THE TERMS AND CONDITIONS SET FORTH BELOW (THE “UNIVERSAL TERMS”) GOVERN YOUR USE OF SOONR'S PRODUCTS, SOFTWARE, SERVICES AND WEB SITES (REFERRED TO COLLECTIVELY AS THE "SERVICES" IN THIS DOCUMENT). THESE UNIVERSAL TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND SOONR, INC., A DELAWARE CORPORATION, WHOSE PRINCIPAL PLACE OF BUSINESS IS AT 150 SOUTH ALMADEN BOULEVARD, SUITE 1050, SAN JOSE, CA USA 95113 ("SOONR") AND GOVERN YOUR ACCESS TO, AND USE OF THE SERVICES. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE SERVICES OR ANY INFORMATION CONTAINED ON THE SERVICES. YOUR USE OF ANY OF THE SERVICES OR YOUR CLICKING ON THE "I ACCEPT" OR "I AGREE" BUTTON SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.
1.3 If there is any conflict between the Additional Terms and the Universal Terms, then the conflicting terms of the Additional Terms shall control.
2. Requirements for Registration or Use of Services.
2.1 The Services are intended and offered only for lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract for such services. SOONR DOES NOT OFFER SERVICES TO USERS UNDER THE AGE OF 13 OR WHERE PROHIBITED BY LAW. By registering for and/or by using the Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement to adhere to the these Terms, and that you will use the Services only in accordance with these Terms and with all applicable laws. If an individual is registering or using the Services on behalf of an entity or organization, that individual warrants, represents, and covenants to Soonr that such individual is duly authorized to agree to these Terms on behalf of the organization and to bind the organization to them. If an individual uses Services that are provided by any third party including any person, entity or organization, the individual using the Services, by virtue of such use, agrees that any information the individual provides to Soonr (including but not limited to the individual's files and data) will be accessible to, and may be viewed, changed, or deleted by the person, entity or organization that provided the Services to the individual.
2.2 You agree to provide accurate and complete information when you register for the Services and you agree to keep such information accurate and complete during the entire time that you use the Services.
2.3 Soonr may ask you from time to time to establish a user name or password to access or use the Services. You are solely responsible for any consequences arising in whole or in part out of your failure to maintain the confidentiality of your username and/or password.
3. Modifications to the Terms.
3.1 Soonr may change the Universal Terms at any time, in its sole discretion. The new or modified Universal Terms will be effective immediately after we publish them on our website at www.soonr.com and we may send registered users a notice of the change. Therefore, we encourage you to check the date of our terms and conditions whenever you visit this website to check if they have been updated.
3.2 If you do not agree to be bound by the Universal Terms as published by Soonr from time to time, your sole and exclusive remedy is to immediately stop all use of the Services and cancel the Services as provided in Section 10. Your continued use of the Services following the posting of modifications will constitute your acceptance of the revised terms and conditions.
4. Acceptable Use of the Services - Fair Use Policy
4.1 SOONR SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE SERVICES TO USERS WHO ARE DEEMED BY SOONR TO BE USING THE SERVICES IN A MANNER NOT REASONABLY INTENDED BY SOONR OR IN VIOLATION OF LAW, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A USER'S ACCOUNT WITH SOONR.
4.2 The Services are designed to serve the needs of particular types of users, such as individual consumers or small businesses. If you have registered for a Service that is inappropriate for your actual usage, Soonr may require you to switch to an appropriate Service which may result in your having to pay Soonr additional fees for use of the appropriate Service, or to terminate your Services and refund, on a prorated basis, fees you may have paid on the unused portion of your subscription.
4.3 Soonr may, in its sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of Services and to prevent abuses. As part of these practices, Soonr reserves the right to monitor its systems to identify excessive consumption of network resources and to take such technical and other remedies as we deem appropriate. Your consumption of Services may be deemed excessive if, within any month, your usage greatly exceeds the average level of monthly usage of Soonr's customers, generally. In the event you are deemed to have violated this policy, we reserve the right to offer an alternative pricing plan or Service that will permit you to continue to use the Services. Although violations of this policy have been infrequent, we reserve the right to terminate or suspend your right to use the Services, without prior notice in the event of a violation of this policy.
5. Software License.
5.1 Subject to the Universal Terms, Soonr hereby grants you a limited, personal, non-sublicensable, non-transferable, nonexclusive license to download, install and use the software provided to you by Soonr as part of the Services (the "Software") on the number of computers or multiple mobile devices specified. The Software may be used only to access Services, and must be used in accordance with any instructions provided to you by Soonr. The term "Software" also includes any documentation (whether included in the download or accessible online), and any Updates provided by Soonr pursuant to Section 7 below.
5.2 Software is licensed, not sold to you, and is licensed only for your personal use. You may not sell, assign, rent, lease, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to all or any part of the Software. You may not modify, reverse-engineer, decompile, disassemble, or attempt to discover the source code, structure or sequence, or otherwise hack, the Software, and have no rights to create derivative works from the Software.
5.3. You agree that the Software may be incorporated into, and may include, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated into the Software falls under the scope of the Universal Terms. Any other third party software or technology that may be distributed together with the Software will be subject to you accepting a license agreement with that third party.
6. Your Conduct. As a condition of your use of the Services, you agree that you will not use the Services for any unlawful purpose. Without limiting the foregoing, you agree that you will not use the Services: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate any content in any form or format that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable under applicable laws or community standards; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You are solely responsible for all Content (as defined below) that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you will be solely responsible for any damage to any party resulting there from.
7. Modifications to the Services; Support and Updates. Soonr reserves the right to modify, add, or remove features or functions to or from the Services, or to provide programming fixes, enhancements, updates and upgrades, to the Software (collectively "Updates"). The Software which you use may automatically download and install Updates from time to time from Soonr. You agree that Soonr has no obligation to provide you with Updates, or make available to you any subsequent versions of the Software. You also agree that you may have to enter into a renewed version of the Universal Terms if you want to download, install or use an Update. Your license to an existing version of the Software may, at Soonr's discretion, expire when new versions of Software are released. You acknowledge and agree that Soonr, in its sole discretion, may modify, discontinue or suspend your ability to use any version of the Software or any Service, and/or disable any Software you may already have accessed or installed without any notice to you, for the repair, improvement, and/or upgrade of the underlying technology, or for any other reason.
8. Privacy and Data Protection.
9. Administrators, Team Members, and Connections.
9.1 Certain Services operate under an "Administrator”, “Team Member” and “Connection” seat license hierarchy. Administrators are those users who are authorized to perform administrative and billing functions, and to manage the accounts of other end users within the team. In the creation of a new Soonr end user account, the new subscriber is the “Default Administrator”. All Administrators are responsible for billing issues related to their Team Members and Connections, and Administrators can at their sole discretion terminate a Team Member's or a Connection’s account.
9.2 A “Team Member” seat license is for regular and unrestricted users of the Services who are the individuals themselves, or are the direct employees of entities or organizations that have contracted with Soonr to make the Services available to the team. When a Team Member is created for the first time, such persons may also be given “Administrator” rights based on their role by the Default Administrator.
9.3 A “Connection” seat license is for restricted users of the Services who are not the direct employees of entities or organizations that have contracted with Soonr to make the Services available to the team. Connection seat licenses have limited rights and capabilities compared to Team Member seat licenses, and may therefore be sold at substantially reduced fees. Such rights and capabilities of Connections may be modified by Soonr anytime at Soonr’s sole discretion.
9.4 You acknowledge and agree that every regular user of the Services who is a direct employee of an entity or organization that has contracted with Soonr to make the Services available to the team, requires a Team Member seat license and may not use a Connection seat license.
9.5 You acknowledge and agree that where Soonr enters into these Terms with an entity or organization, or where an entity or organization makes the Services available to you, the contracting entity or organization giving you access may grant multiple individuals rights related to the management and use of the Services and your Content without any notice to you. These rights may enable one or more persons to: view, access or change your Content; determine who can access the account, Content and account Information, including your personally identifiable information; determine who is responsible financially for the account; and other similar actions.
10. Cancellation Of Services.
10.1 Without limiting other remedies, Soonr may limit, suspend, or terminate its legal agreement with you, terminate your use of Software, prohibit access to Soonr Website and delete your user account, effective immediately, if (i) Soonr believes that you are in breach of the Universal Terms, creating problems, possible legal liabilities, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons, (ii) if Soonr is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful), (iii) if Soonr is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the Service, or (iv) the provision of Services to you is no longer, in Soonr's opinion, commercially viable. Soonr shall effect such termination by providing notice to you to the email address you have provided, and/or by preventing your access to your Soonr user account.
10.2 You may cancel your user account upon notice to Soonr at any time. To cancel your service, send an email to firstname.lastname@example.org.
10.3 Upon cancellation by Soonr or at your direction, you may request a file of your data, which Soonr will make available for a fee. You must make such request at the notification of cancellation to receive such file within thirty (30) days of termination. Otherwise, ANY DATA YOU HAVE STORED ON SOONR'S SYSTEMS MAY NOT BE RETRIEVED, and Soonr shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party. You agree that Soonr may retain (but shall have no obligation to retain) your Content for a period after your account has been terminated, expired, or otherwise lapsed, as part of Soonr's marketing to you of the opportunity to purchase, renew, or extend your account.
10.3.1 All cancellations are processed automatically. To terminate an account, please click the link that says "Cancel Recurring Billing" under ‘Settings’, ‘Subscription’ when logged into the Soonr service, at which point you will be presented with the option to either reactivate your billing or terminate your customer account and all your data will be deleted.
10.3.2 If you cancel a team account, all Team Member accounts will be terminated as well. Upon cancelling your account, you will receive a FINAL termination notice stating that your data will be deleted from our system.
10.3.3 If you have a question while canceling your account, you must give our email staff three (3) working days to respond to your message. Cancellation requests should be sent via email to email@example.com.
10.4 In addition to other cancellation provisions, trial and demo accounts are subject to termination if: (a) you do not engage in any activity within thirty (30) days of registration, or (b) you do not engage in any activity for any period of sixty (60) consecutive days. We will send you an email reminding you of our policy and informing you that your account will be closed within seven (7) days unless you begin to use the account during that period. At the conclusion of that seven (7) day period, absent any such activity we will close the account. ANY DATA YOU MAY HAVE STORED WILL BE LOST.
10.5 Except as expressly provided in Section 10.6, when users cancel their accounts, they will not be entitled to any refunds of fees paid.
10.6 An annual subscriber who wishes to cancel and request a refund may do so within thirty (30) days of the date on which the user created the account. Provided that the cancellation is received by Soonr within the stated period, the user will be entitled to a refund equal to eighty percent (80%) of the annual fee paid. An annual subscriber who cancels due to a change in these Terms and requests a refund, will be entitled to a pro-rata refund for the unused portion of any prepaid fees, as of the date Soonr receives the notice, provided that the change in Terms materially adversely effects the rights or obligations of the user, or the functions or features of the Services,
10.7 Upon termination of your legal agreement with Soonr and the cancellation of your account (a) you acknowledge and agree that all licenses and rights to use the Services and Software shall terminate, and (b) you will cease any and all use of the Software, and (c) you will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control. Following termination Soonr reserves the right to retain data required for account settlement or billing purposes. The provisions of the following Sections shall survive such termination, expiration, or cancellation, and you agree to remain bound by those terms: 1, 5.2, 6, 10.7, 14, 16, 17, 18, 19, 20, 21, and 22.
10.8 Soonr will not be liable for any damages caused by the termination of your agreement with Soonr, for any reason.
11. Downgrading Subscription Level.
At the PRO and Enterprise Plan level of the service you can buy additional storage quota and user seats. You will be able to downgrade within the PRO or Enterprise Plan level if you have bought additional storage and seats but only down to the basic PRO or Enterprise Plan level. When you downgrade Service levels, any fee reduction will be applicable for the subsequent billing period.
12. Payment of Subscription Fees; Automatic Renewal, Suspension of Service.
12.1 The fees applicable to the Services are available at www.soonr.com. Soonr.com reserves the right to change the fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you which will be sent by email to the address you provided to us.
12.2 Unless you specifically inform Soonr by email, no later than fourteen (14) days prior to the conclusion of the term of your subscription, whether monthly or yearly, Soonr will automatically renew the service for the same term and will charge your credit card on the first day of the renewal term.
12.3 If payment is not received by end of a given monthly period of thirty (30) days, your account will be temporarily suspended and all shared files will be turned off until all outstanding payments have been processed by Soonr. Soonr will remind you of the suspended state of your account every seven (7) days for a period of 1 month. Seven (7) days before the termination date, Soonr will send a FINAL REMINDER to you that your suspended account will be terminated and your DATA DELETED if you do not settle your outstanding balance.
12.4 It is solely your responsibility to settle the outstanding balances of your account in a timely manner and maintain updated billing information. If payment is not made within ninety (90) days, your account will be terminated and all Content will be deleted.
13. Uninstall Software. If your personal computer uses a Windows operating system, you may uninstall the Software at any time via the Windows Add/Remove functionality labeled "Soonr Desktop Agent." If your personal computer is a Mac, you may uninstall the Software by opening Soonr Preferences, and choosing Uninstall under the About section.
If you need assistance with the Software, including uninstallation, you can e-mail Soonr at firstname.lastname@example.org.
14. Intellectual Property Rights.
14.1 Soonr shall retain all title, ownership rights, and intellectual property rights in and to the Services and Software, and any copies or portions thereof. The Services and Software are protected by patent, copyright and other intellectual property laws. All trademarks, service marks or other similar items appearing in the Services are the property of their respective owners, including Soonr, Inc. You agree not to take any action to jeopardize, limit, or interfere in any manner with Soonr's (or its licensors') ownership of or rights with respect to the Services or Software. Except for the rights specifically granted to you in the Universal Terms, all rights in and to the Services and Software are reserved, and no implied licenses are granted by Soonr. You will maintain and not remove or obscure any proprietary notices on the Software, and will reproduce such notices exactly on all permitted copies of the Software.
14.2 To the extent that the Services provide Soonr users an opportunity to store and exchange information, materials, data, files, programs, ideas and opinions ("Content"), you hereby represent and warrant that you have all necessary rights in and to all Content you provide and all information contained therein. By registering to use the Services, you understand and acknowledge that Soonr and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and display such Content for the sole purpose of providing to you the Services for which you have registered. You continue to retain all ownership rights in any Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users. Soonr does not claim any ownership rights in any of your Content.
14.3 If you have designated a person (whether by email, by registering such person with Soonr, by granting such person access to your username and password or by having your computer registered for the Services where another party is paying for the backup of your files) to have access to your Content, you hereby authorize Soonr to give such designated person access to your Content, including without limitation in the event of your death or incapacity.
15. Copyright Complaints and Removal Policy.
15.1 It is Soonr's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. Soonr does not permit material infringing copyright law on its equipment or network, and reserves the right to remove from Soonr's servers any content that infringes any copyright or other intellectual property rights.
15.2 If you believe that content hosted by Soonr infringes a copyright, please provide Soonr's Agent for Notice of claims of copyright or other intellectual property infringement ("Agent") the written information specified below: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed upon; (3) A description of where the material that you claim is infringing is located on the Soonr's website; (4) your address, telephone number, and e-mail address; (5) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Soonr's Agent for Notice can be reached by submitting a ticket on our help page.
16. Indemnity. You agree that Soonr shall have no liability whatsoever for any use you make of the Services or Software. You agree to indemnify, defend and hold Soonr harmless from and against any and all claims, damages, liabilities, and costs and fees (including reasonable attorneys' fees), in connection with or arising out of your (a) violation or breach of any term of the Universal Terms or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, (c) use or misuse of the Services or Software, or (d) any upload, download or dissemination or your Content by means of the Services.
17. WARRANTY DISCLAIMER. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, AND SOONR HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. SOONR MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR OTHERWISE MEET YOUR EXPECTATIONS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE UNIVERSAL TERMS. AS SOME JURISDICTIONS DO NOT ALLOW SOME OF THE EXCLUSIONS OR LIMITATIONS ABOVE, THEY MAY NOT APPLY TO YOU.
18. LIMITATION OF LIABILITY. IN NO EVENT SHALL SOONR OR ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS (OR ANY OF THE FOREGOING ENTITIES' OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF THE DOWNLOAD, USE, OR INABILITY TO USE THE SERVICES OR SOFTWARE. IN NO EVENT WILL THE MAXIMUM CUMULATIVE LIABILITY OF SOONER UNDER THE UNIVERSAL TERMS, EXCEED THE FEES YOU'VE PAID TO SOONR, OR IF NONE PAID, $10. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE OR SERVICE IS TO DEINSTALL THE SOFTWARE AND CEASE USE OF THE SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
19. Government Use. If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the Software by the Government shall be governed solely by the Universal Terms.
20. Export Controls. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and you shall not use the Services to export, or allow the export or re-export of Content in violation of any such restrictions, laws or regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws.
21. Applicable Law. The laws of the State of California will govern the Universal Terms, without reference to conflicts of law principles. The United Nations Convention on Contracts for the Sale of Goods does not apply to the Universal Terms. The sole and exclusive jurisdiction and venue for actions arising under the Universal Terms shall be the State and Federal courts in San Francisco County, California; you hereby agree to service of process in accordance with the rules of such courts.
22.1 Entire Agreement. The Universal Terms set forth the entire understanding and agreement between you and Soonr with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected thereby.
22.2 Third Party Fees. You are responsible for fees associated with the operation of your mobile device and personal computer, such as messaging charges and airtime, and the costs of Internet access.
22.3 Waivers. Soonr's failure to act with respect to a breach of the Universal Terms by you or others does not constitute a waiver and shall not limit Soonr's rights with respect to such breach or any subsequent breaches.
22.4 No Assignment by You. Your agreement with Soonr is personal to you and may not be assigned or transferred for any reason whatsoever.
22.5 Assignment by Soonr. Soonr expressly reserves the right to assign its agreement with you and to delegate any of its obligations hereunder.
22.6 Language. The original English version of the Universal Terms may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of the Universal Terms, the English language version shall prevail.
22.7 Electronic Communications and Signatures. You hereby agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
23. Notice to Customers that are Covered Entities under HIPAA.
The terms of this Section 23 apply to you solely if you are a Covered Entity in the United States of America under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and solely to the extent that Soonr and/or its subcontractors access and store Protected Health Information (“PHI”) (as that term is defined at 45 C.F.R. § 160.103) received from you within the Services as a Business Associate (as that term is defined in HIPAA).
You acknowledge that certain Services provided under these Universal Terms, as they may be amended from time to time, may result in employees or subcontractors of Soonr obtaining access to Protected Health Information (“PHI”) as that term is defined at 45 C.F.R. § 160.103. With respect to PHI provided to Soonr by a Covered Entity, the parties hereby agree to comply with the requirements for protecting PHI as set forth in (a) HIPAA; (b) the American Recovery and Reinvestment Act of 2009; and (c) 45 C.F.R. Parts 160 and 164.
24. Notice to Customers that have purchased Soonr Services from Authorized Soonr Resellers or Cloud Service Providers.
Soonr Authorized Resellers and Cloud Service Providers may have established their own payment, renewal, cancellation, service change, or refund policies that are different from these Universal Terms. When you purchase Soonr Services from such Authorized Resellers or Cloud Service Providers, certain provisions of Sections 4.2, 10.5, 10.6, 11, and 12 of these Universal Terms relating to payment of subscription fees, automatic renewal of services, suspension of services, downgrading of subscription levels, and refund of fees paid, may not be applicable as provided herein. Therefore you must review and accept any such terms and conditions, if provided, particular to your Soonr Authorized Reseller or Cloud Service Provider.