Terms and Conditions

Introduction

Welcome to Sona. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the "Services"). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at: support@sonamuse.com.

These Terms and Conditions (the "Terms") are a binding contract between you and Isper, Inc. (d/b/a Sona) ("Sona," "we" and "us"). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy and the Copyright Dispute Policy in the "What if I see something on the Services that infringes my copyright?" section of these Terms.

PLEASE READ THESE TERMS CAREFULLY. THEY COVER IMPORTANT INFORMATION ABOUT SERVICES PROVIDED TO YOU AND ANY CHARGES, TAXES, AND FEES WE BILL YOU. THESE TERMS INCLUDE INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS, AUTOMATIC RENEWALS, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER AND RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will These Terms Ever Change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at sonamuse.com, send you an email, and/or notify you by some other means.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What About My Privacy?

Sona takes the privacy of its users very seriously. For the current Sona Privacy Policy, please visit sonamuse.com/privacy.

Children's Online Privacy Protection Act

The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at support@sonamuse.com.

What Are the Basics of Using Sona?

Sona is a platform that connects brands ("Creators") with real human models ("Muses") who license their likenesses for AI-generated commercial imagery. The platform leverages generative artificial intelligence services to create visual media based on licensed likeness data.

You may be required to sign up for an account, select a password and user name ("Sona Credentials"), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Sona Credentials a name that you do not have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a "Third Party Account"), such as those offered by Google. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

You will not share your Sona Credentials, account or password with anyone, and you must protect the security of your Sona Credentials, account, password and any other access tools or credentials. You're responsible for any activity associated with your Sona Credentials and account.

What About Messaging?

As part of the Services, you may receive communications through the Services, including messages that Sona sends you (for example, via email). You may opt out of receiving certain communications from Sona in your account settings.

Are There Restrictions in How I Can Use the Services?

You represent, warrant, and agree that you will not provide, contribute, or generate any Content or User Data (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

1. Infringes or violates the intellectual property rights or any other rights of any other person or entity (including Sona);
2. Violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Sona;
3. Is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. Jeopardizes the security of your Sona Credentials, account or anyone else's (such as allowing someone else to log in to the Services as you);
5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
7. Runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
8. "Crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
9. Copies or stores any significant portion of the Content; or
10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

Specifically, the following types of Content and User Data are prohibited within Sona:

• Content featuring demeaning, dehumanizing, or otherwise harmful representations of people
• Content propagating discriminatory content or harmful stereotypes
• Content or actions actively promoting misinformation or disinformation
• Actions and content which impersonate individuals without their consent (e.g., "deepfakes")
• Sexually graphic, pornographic, or lewd content
• Content that attempts to extract or reconstruct Likeness Data or AI models from Generated Content

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What Are My Rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Data and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to access, use (and in certain instances download, display, and re-share) Content generated from using the Services. Your rights to use, reproduce, modify, distribute, or store of any Content may be dependent on specific purchases or plans you have to the Services. You understand that Sona owns the Services.

What About Anything I Contribute to the Services?

User Data

Anything you post, upload, share, store, or otherwise provide through the Services is your "User Data." You are solely responsible for all User Data you contribute to the Services. You represent and warrant that all User Data submitted by you are in compliance with all applicable laws, rules and regulations, and that you have all rights, authorizations, permissions, and consents to provide all User Data to the Services and for Sona to use such User Data as contemplated herein.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Data that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; or (vii) violate any law.

Licenses

In order to display your User Data to the extent necessary to provide you the Services, you grant us certain rights in that User Data. You hereby grant Sona a license to translate, modify (for technical purposes), reproduce, display, perform, distribute, and otherwise act with respect to such User Data, in each case for the sole purpose of making the User Data accessible to you and providing the Services necessary to do so. This is a license only – your ownership in User Data is not affected.

You agree that the licenses you grant are royalty-free, transferable (to affiliates of Sona and any successor to all or substantially all of Sona's assets or business), sublicensable to any third parties Sona works with to provide the Services (e.g., hosting stored User Data), and worldwide.

You further agree that Sona may (i) use your User Data for generating Aggregated De-Identified Data, and (ii) freely use, retain and make available Aggregated De-Identified Data for Sona's business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Sona's products and services). "Aggregated De-Identified Data" means data submitted to, collected by, or generated by Sona in connection with your use of the Services, but only in aggregate, de-identified form which can in no way be linked specifically to you.

Feedback. You have no obligation to provide Sona any suggestion, enhancement request, correction or other feedback ("Feedback"). However, if you provide us Feedback, then you acknowledge Sona may freely exploit such Feedback without any legal obligation or liability to you.

Muse-Specific Terms

Likeness License

By registering as a Muse and uploading Likeness Data, you grant Sona a non-exclusive, worldwide, sublicensable (solely to Creators through the Platform) license to use your Likeness Data for the purpose of generating AI-powered commercial imagery as authorized through the Platform. This license is subject to the following conditions:

• Your likeness will only be used for projects you have approved or that fall within your pre-set preferences
• You retain all rights to your personal likeness outside of the Platform
• You may revoke this license at any time by deleting your account, subject to any ongoing contractual obligations with Creators
• Revocation does not affect Generated Content already delivered to Creators prior to the revocation date

Muse Representations

As a Muse, you represent and warrant that you are the sole owner of the rights to your likeness and have the legal authority to grant the license described herein; that the Likeness Data you upload accurately represents your appearance; that you are not bound by any existing agreement that would prevent you from licensing your likeness through the Platform; and that you will comply with all applicable laws regarding the commercial use of your likeness.

Compensation

Muses are compensated for the use of their likeness according to the rates and payment structure outlined on the Platform. Payments are processed through Stripe Connect and are subject to Stripe's terms of service.

Creator-Specific Terms

Usage License

Upon payment and completion of an image generation request, Creators receive a limited, non-exclusive license to use the Generated Content for commercial purposes as specified at the time of purchase. Generated Content may only be used for the purposes and channels specified in the original request. Creators may not sublicense, resell, or distribute the Generated Content as standalone assets, and may not use Generated Content in a manner that is defamatory, obscene, or otherwise harmful to the Muse's reputation. Creators must comply with all applicable advertising laws and regulations, including FTC disclosure requirements for AI-generated content.

Creator Representations

As a Creator, you represent and warrant that you will use Generated Content only for lawful purposes; that you will not use Generated Content to create misleading, deceptive, or fraudulent materials; that you will include appropriate disclosures when using AI-generated content as required by applicable laws; and that you will not attempt to extract, reverse-engineer, or recreate the underlying AI models or Likeness Data.

What Do I Need to Know About the Services' Use of Artificial Intelligence?

Sona is a platform that leverages generative artificial intelligence services (the "AI Systems") to create images and other output ("Output") based on licensed Muse likeness data and other input from users (collectively, "Input"). By using the Services, you acknowledge and agree that:

1. Certain Output may be generated by AI Systems through the use of artificial intelligence;
2. Artificial intelligence and machine learning are rapidly evolving fields that carry certain risks, including of factually untrue outputs, biased outputs, data security vulnerabilities, IP infringement, privacy risks, and additional license terms;
3. Use of the Service may in some situations result in incorrect or inaccurate Output;
4. You should not rely on Output from the Services as a sole source of truth or factual information;
5. You must verify the accuracy and appropriateness of any Output before relying on it;
6. Due to the nature of our Services and artificial intelligence generally, the Output may not be unique and you have no rights to materials that are generated from the Service for other users, regardless of any level of similarity; and
7. Sona cannot control, and has no duty to take any action regarding, how you may interpret, rely on or use any Output.

As between you and Sona, you own all rights, title, and interests in and to all Output you have commissioned and paid for, and Sona hereby makes all assignments necessary to accomplish such ownership, subject to the Muse's retained likeness rights.

FOR THE AVOIDANCE OF DOUBT, SONA DOES NOT INCLUDE YOUR USER DATA IN ANY TRAINING DATA FOR AI SYSTEMS TRAINED BY SONA, NOR DOES SONA PERMIT THE PROVIDER OF ANY THIRD-PARTY AI SYSTEM TO INCLUDE YOUR USER DATA IN ANY OF SUCH PROVIDER'S TRAINING DATA.

What If I See Something on the Services That Infringes My Copyright?

In accordance with the DMCA, we've adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our users and (2) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Sona's Designated Agent:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Sona is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, email address;
5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Counter-Notice. If you believe that material that was removed (or to which access was disabled) is not infringing, you may send a counter-notice containing: a physical or electronic signature; identification of the material removed and the location at which it appeared; a statement that you have a good faith belief the material was removed as a result of mistake; and your name, address, telephone number, and consent to jurisdiction. If a counter-notice is received, Sona may replace the removed material or restore access to it in 10 to 14 business days, unless the copyright owner files a court order.

Please contact Sona's Designated Agent at: legal@sonamuse.com

Who Is Responsible for What I See and Do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren't liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Sona. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Sona is not responsible for such risks. Sona has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of any third-party websites or services.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Sona is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Sona, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Will Sona Ever Change the Services?

We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services Cost Anything?

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

(a) Paid Services. Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Please see our pricing page for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.

(b) Billing. We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your account on the Services (your "Billing Account") for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe's Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

(c) Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

(d) Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.

(e) Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE, AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

(f) Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your account settings, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR SONA ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, SONA WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

(g) Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at support@sonamuse.com.

What If I Want to Stop Using the Services?

You're free to do that at any time by contacting us at support@sonamuse.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Sona is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Sona has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Upon termination, the Muse's Likeness Data and associated AI models will be deleted within 30 days. All payment obligations incurred prior to termination remain enforceable.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What Else Do I Need to Know?

Warranty Disclaimer. Sona and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Sona and all such parties together, the "Sona Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Sona Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. THE SERVICES AND CONTENT ARE PROVIDED BY SONA (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE SONA PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO SONA IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the Sona Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Sona's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Sona and limits the manner in which you can seek relief from Sona. Both you and Sona acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Sona's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Los Angeles, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Sona will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Sona will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or Sona may assert claims, if they qualify, in small claims court in Los Angeles County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND SONA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Sona are instead choosing to have claims and disputes resolved by arbitration. In any litigation between you and Sona over whether to vacate or enforce an arbitration award, YOU AND SONA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Sona is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to: legal@sonamuse.com, postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Sona to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Sona agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Los Angeles County, California, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Sona.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Sona may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

You and Sona agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Sona, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Sona, and you do not have any authority of any kind to bind Sona in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Sona agree there are no third-party beneficiaries intended under these Terms.

Contact Us

If you have any questions about these Terms, please contact us at:

Isper, Inc.

Email: support@sonamuse.com

Website: sonamuse.com