Table of Contents
Introduction
Entering into this Agreement
Age / Jurisdiction's Restriction
Storage / Transfer of Information
1. Description
2. License
3. License Restrictions
4. Third Party Software
5. Your Conduct
6. Support and Updates
7. Privacy and Data Protection
8. Uninstall SoonR Software
9. Intellectual Property Rights
10. Indemnity
11. Warranty Disclaimer
12. Limitation of Liability
13. Term and Termination
13.1 Termination by You
13.2 Termination by SoonR
13.3 Effect of Termination
13.4 No Liability
14. New Versions of the Agreement
15. Government Use
16. Export Controls
17. Applicable Law
18. Miscellaneous
18.1 Entire Agreement
18.2 Third Party Fees
18.3 Waivers
18.4 No Assignment by You
18.5 Assignment by SoonR
18.6 Language
18.7 Electronic Communications and Signatures
18.8 Enabling/Disabling SMS Messaging

IMPORTANT – PLEASE READ CAREFULLY

Introduction.   In order to install or use SoonR, Inc.'s client software ("SoonR Software"), you must agree to this SoonR End User License Agreement ("Agreement") and Privacy Policy (which can be reviewed at www.soonr.com/public/web/front/security.jsp). Before reading the sections below, please note the following preliminary terms:

Entering into this Agreement.  This Agreement is a valid and binding agreement between SoonR, Inc., a Delaware corporation (“SoonR”) and you, the end user of the SoonR Software (“You”, or “Your”). You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the SoonR Software. You agree that this Agreement covers all Your use of SoonR Software, whether it be from this installation or from any other terminals or devices where SoonR Software has been installed by You or by third parties. Furthermore, by installing and continuing to use the SoonR Software, You agree to be bound by the terms of this Agreement and any new versions hereof. If You don't unconditionally agree to all the terms of this Agreement, click the CANCEL button and the download and installation process will not continue.

Age / Jurisdiction’s Restriction. If You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are in such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the SoonR Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction that Your use of the SoonR Software is allowed.

Storage / Transfer of Information.  SOONR STORES AND PROCESSES THE INFORMATION WHICH SOONR COLLECTS FROM YOU ON COMPUTERS IN THE UNITED STATES AND OTHER COUNTRIES IN WHICH SOONR OR ITS AGENTS HAVE FACILITIES.  YOUR ACCEPTANCE OF THIS AGREEMENT INCLUDES YOUR CONSENT TO TRANSFERS OF SUCH INFORMATION OUTSIDE YOUR COUNTRY.

1.   Description. SoonR Software enables You to access many of the applications and files located on Your Internet connected personal computer, such as documents, spreadsheets, and pictures (“Your Content”), from a web-enabled mobile telephone or web browser, to share Your Content with other SoonR users, and to upload and store Your Content on SoonR’s servers. The services provided by SoonR and enabled by the SoonR Software are referred to in this Agreement as the SoonR services ( “SoonR Services”). Some basic SoonR Services are provided free of charge, other SoonR Services are provided for a fee.  As a condition to Your use of any particular SoonR Service (whether a free or paid service), You agree to the most recent terms and conditions and other information published on the SoonR Website with respect to those particular SoonR Services.

2.   License. Subject to the terms of this Agreement, SoonR, hereby grants You a limited, personal, non-sublicensable, non-transferable, nonexclusive license to download, install and use the SoonR Software on a single computer that is operated by You, for Your personal, non-commercial use. For avoidance of doubt, You are permitted to use the SoonR Software at work, in accordance with the terms of this Agreement. The SoonR Software may be used only to access SoonR Services, and must be used in accordance with any instructions provided to You by SoonR. The term “SoonR Software” also includes any documentation (whether included in the download or accessible online), and any Updates provided by SoonR pursuant to Section 6, below.

3.   License Restrictions.  SoonR 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 SoonR Software. You may not modify, reverse-engineer, decompile, disassemble, or attempt to discover the source code, structure or sequence, or otherwise hack, the SoonR Software, and have no rights to create derivate works from the SoonR Software.

4.   Third Party Software. You agree that the SoonR 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 SoonR Software falls under the scope of this Agreement.  Any other third party software or technology that may be distributed together with the SoonR Software will be subject to You accepting a license agreement with that third party.  SoonR Software enables remote access to applications installed on a computer on which SoonR Software is installed. You should consult the license agreement accompanying the applicable software application or contact the licensor of that product to determine whether use of the product with SoonR Software is permitted without an additional license.

5.   Your Conduct. As a condition of Your use of the SoonR Software, You agree that You will not use the SoonR Software: (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 Your Content that You upload, post, email, transmit, or otherwise disseminate using, or in connection with, the SoonR Software, and You will be solely responsible for any damage to any party resulting therefrom. For a complete outline of the SoonR Code of Conduct for the SoonR Software and Website, please visit http://www.soonr.com/public/web/front/conduct.jsp.

6.   Support and Updates.   SoonR reserves the right to add or remove features or functions to or from the SoonR Software or any SoonR Service, or to provide programming fixes, enhancements, updates and upgrades, to the SoonR Software (collectively “Updates”).  You agree that SoonR has no obligation to provide You with Updates, or make available to You any subsequent versions of the SoonR Software. You also agree that You may have to enter into a renewed version of this Agreement if You want to download, install or use an Update. Your license to an existing version of the SoonR Software may, at SoonR’s discretion, expire when new versions of SoonR 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 SoonR Software or any SoonR Service, and/or disable any SoonR 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.

7.   Privacy and Data Protection.  As a condition of downloading and using the SoonR Software, You agree to the terms of the SoonR Privacy Policy, as expressed in the most recent version that exists at the time of Your use.  You acknowledge and agree that the SoonR Privacy Policy may be updated by SoonR from time to time.  The SoonR Privacy Policy is available at http://www.SoonR.com/public/web/front/security.jsp  and is incorporated into this Agreement.  You understand and agree that SoonR stores and processes the information that we collect from You on computers in the United States and/or the European Union.  Your acceptance of this Agreement includes Your consent to those transfers. You also understand and agree to accept emails from SoonR pertaining to Your SoonR account, product upgrades, updates, and new products and services. Generally, SoonR will not send You more than one or two emails per week. You may unsubscribe from receiving these emails at any time by following the ‘unsubscribe’ directions at the bottom of every email. Unsubscribing from these emails will prevent You from receiving promotional messages in the future. You may still receive messages regarding feature or service changes or issues.  

8.   Uninstall SoonR Software.  If Your personal computer uses a Windows operating system, You may uninstall the SoonR Software at any time via the Windows Add/Remove functionality labeled "SoonR Desktop Agent." If Your personal computer is a Mac, remove these directories and files:

• /Applications/SoonRAgent
• /Library/PreferencePanes/
  SoonRPreferencePane.prefPane
• To remove user settings remove this directory:
  /Users/<account-name>
  /Library/Preferences/com.soonr.agent

If You need assistance with the SoonR Software, including uninstallation, You can e-mail SoonR at support@soonr.com.

9.   Intellectual Property Rights. As between the parties, SoonR shall retain all title, ownership rights, and intellectual property rights in and to the SoonR Software, and any copies or portions thereof. The SoonR Software is protected by the copyright laws of the United States and international copyright treaties. You will maintain and not remove or obscure any proprietary notices on the SoonR Software, and will reproduce such notices exactly on all permitted copies of the SoonR Software. As between the parties, You shall retain all title, ownership rights, and intellectual property rights in and to Your Content and any copies or portions thereof.

10.  Indemnity. You agree that SoonR shall have no liability whatsoever for any use You make of the SoonR Software or SoonR Services.  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 this Agreement 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 SoonR Software, or (d) any upload, download or dissemination or Your Content by means of the SoonR Software.

11.  WARRANTY DISCLAIMER. THE SOONR SOFTWARE AND SOONR SERVICES 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 SOONR SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR OTHERWISE MEET YOUR EXPECTATIONS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  AS SOME JURISDICTIONS DO NOT ALLOW SOME OF THE EXCLUSIONS OR LIMITATIONS ABOVE, THEY MAY NOT APPLY TO YOU.

12.  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 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 SOONR SOFTWARE AND SOONR SERVICES.  IN NO EVENT WILL THE MAXIMUM CUMULATIVE LIABILITY OF SOONER UNDER THIS AGREEMENT, THE PRIVACY POLICY, OR ANY TERMS OF SERVICE, 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 SOONR SOFTWARE OR ANY SOONER SERVICE IS TO DEINSTALL AND CEASE USE OF THE SOONR SOFTWARE.  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.

13.  Term and Termination. This Agreement shall continue until terminated as set forth in this section.

13.1  Termination by You.  You may terminate this Agreement at any time by deleting the SoonR Software from Your computer. See Section 8 of this agreement for details. In the event You choose to terminate Your account, SoonR reserves the right to retain data required for account settlement or billing purposes. To delete Your account, send an email to support@soonr.com.

13.2  Termination by SoonR.  Without limiting other remedies, SoonR may limit, suspend, or terminate this Agreement and Your use of SoonR Software, prohibit access to SoonR Website and delete Your user account, effective immediately, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies (which can be found at www.soonr.com), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.  SoonR shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the Your SoonR user account.  SoonR reserves the right to cancel user accounts that have been inactive for more than one (1) year.

13.3  Effect of Termination. Upon termination of this Agreement, (a) You acknowledge and agree that all licenses and rights to use the SoonR Software shall terminate, and (b) You will cease any and all use of the Software, and (c) You will remove the SoonR Software from all hard drives, networks and other storage media and destroy all copies of the SoonR Software in Your possession or under Your control.  Sections 9, 10, 11, 12, 13.3, 17 and 18 shall survive termination of this Agreement.

13.4  No Liability. SoonR will not be liable for any damages caused by the termination of this Agreement.

14.  New Versions of the Agreement.  SoonR reserves the right to make changes to this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the SoonR Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the SoonR Software after expiration of the thirty (30) day notice period shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.  You can find the latest version of this Agreement at www.soonr.com/public/web/front/EULA.jsp.

15.  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 SoonR Software is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the SoonR Software by the Government shall be governed solely by the terms of this Agreement.

16.  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 export, or allow the export or re-export of the SoonR Software in violation of any such restrictions, laws or regulations. By downloading or using the SoonR Software, You agree to the foregoing and represents 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.

17.  Applicable Law. The laws of the State of California will govern this Agreement, without reference to conflicts of law principles. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement. The sole and exclusive jurisdiction and venue for actions arising under this Agreement 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.

18.  Miscellaneous.

18.1  Entire Agreement. This Agreement sets 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.

18.2  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.

18.3  Waivers. SoonR’s failure to act with respect to a breach of this Agreement 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.

18.4  No Assignment by You.  This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever.

18.5  Assignment by SoonR.  SoonR expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

18.6  Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.

18.7  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 SoonR 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.

18.8 SMS Terms of Use. SMS users agree to all terms of this EULA. Additional SMS related information follows:

How to Enable (or Opt-in):  By default, SMS capabilities are on.  If You have turned them off, You may re-enable them: on Your computer visit www.soonr.com and login.  Click the My Account tab, click Edit and then check the box next to “Allow SoonR to send You SMS when alerts occur. Disable to prevent SMS from SoonR.”  Click Update.

How to Disable (or Opt-out): On Your computer visit www.soonr.com and login.  Click the My Account tab, click Edit and then uncheck the box next to “Allow SoonR to send You SMS when alerts occur. Disable to prevent SMS from SoonR.” Click Update. You will not receive any additional SMS messages until You re-enable SMS capabilities as detailed in How to Enable (or Opt-in),” above.

SoonR’s short code: 76667

How To Get Help Enabling/Disabling SMS Messaging. To get help, email us at support@soonr.com, visit our support website at www.soonrs.com/forum, or call our toll free number at 866.702.8822.