SOUND ASSURANCE PREMIER WARRANTY & SERVICE
MASTER TERMS AND CONDITIONS
(UNITED STATES AND CANADA)

Effective July 1, 2024

These Sound Assurance Premier Warranty & Service Master Terms and Conditions (these “Terms”) are the terms and conditions that govern our Sound Assurance Premier Warranty & Service Program (“Sound Assurance”) and all Sound Assurance Warranties or Sound Assurance Extended Warranties (a “Sound Warranty”) and all warranty and related non-warranty services offered (“Services”) by Sound (“Sound,” “we”, “us” or “our”) to the original purchaser of any covered equipment or any purchaser of a Sound Assurance Extended Warranty located in the United States or Canada, unless otherwise agreed in a written agreement executed by Sound and you (“you” or “customer”).

Your purchase and/or use of any covered equipment or execution of an order from for a Sound Assurance Extended Warranty constitutes your agreement to comply with all terms, conditions and legal notices contained in the Agreement, in addition to any other terms, conditions and legal notices that may be provided to you by Sound from time to time.

These Terms, together with the order form for the applicable covered equipment and/or Sound Assurance Warranty or Sound Assurance Extended Warranty confirmation (the “Warranty Confirmation”) represent the entire agreement with respect to your Sound Warranty (this “Agreement”) and any related warranty or non-warranty services for the covered equipment and supersede any prior agreements or representations – including representations made in any Sound sales literature or advice given to you by Sound, or an agent or employee thereof – that may have been made in connection with purchase of the covered equipment or Sound Assurance Extended Warranty.

No additional or different terms or attempted exclusions or modifications (by way of order summary, acceptance, confirmation, communication, course of performance or otherwise, all of which may hereafter be referred to jointly and severally as “Reply”) shall be effective against Sound in the absence of the express written consent of Sound; any attempt by customer to add, exclude or modify any terms is objected to and will be of no force or effect.

The contract between Sound and customer, including these Terms, which are incorporated in, and are a part of each Warranty Confirmation, and other document, whether expressed in written form, by electronic data interchange or other tangible format, relating to Sound your Sound Warranty, shall be referred to as the “Agreement.”

Covered Equipment

The digital radiographies, digital x-rays, ultrasounds, computerized tomographers, therapeutic lasers, and other diagnostic or therapeutic equipment offered for sale by Sound (“Equipment”) covered by a Sound Assurance Warranty or Sound Assurance Extended Warranty (a “Sound Warranty”) shall be the Equipment identified in the applicable Sound Warranty Confirmation (the “Covered Equipment”).

Availability

Sound Warranties and the Services are only available to customers located in the United States and Canada.

Sound Assurance Warranty Coverage

Sound warrants that Covered Equipment (1) sold as new, will for a period of twelve (12) months, or (2) sold as used or refurbished, will for a period of ninety (90) days, from the date the Covered Equipment is (a) installed by Sound or its representatives at customer’s facility, or (b) if not installed by Sound, delivered to customer (the “Warranty Period”): (x) be free from defects in material and workmanship, and (y) conform to the applicable Sound published specifications in effect on the date of installation or delivery of the Covered Equipment. Sound may, in its sole discretion, repair and/or replace Covered Equipment, with similar new or refurbished products or parts, during the Warranty Period. Unless Sound notifies customer otherwise, when receiving a replacement warranty part, customer is responsible for installation of the replacement part and returning the defective part to Sound within ten (10) days of receipt of the replacement part. Each shipped replacement part includes a packing slip that provides customer with information about how to return the defective part. Failure to return the defective part within ten (10) days may result in the suspension of coverage under your Sound Warranty or charges for the part at then current prices. The Warranty Period for any Equipment furnished to customer to correct a warranty failure will be the unexpired term of the Sound Warranty applicable to the repaired or replaced Covered Equipment.

Sound Assurance Extended Warranties

Eligible Equipment

Any customer with an active Sound Warranty may purchase a Sound Assurance Extended Warranty for their Covered Equipment upon expiration of the original Sound Warranty subject to the following conditions:

• Customer submits a request to purchase a Sound Assurance Extended Warranty not later than thirty (30) days following the expiration of the original Sound Warranty, together with payment of a $1,500.00 inspection fee.
• Within sixty (60) calendar days of Sound’s receipt of notice of customer’s request to purchase a Sound Assurance Extended Warranty and payment of the inspection fee, Sound (or its authorized agent) shall determine its eligibility for service coverage hereunder. Such determination may include a physical inspection of the equipment and/or a remote review of system functionality which may include a review of all logs and documentation associated with the equipment.
• If Sound determines that an item of equipment is inoperable, in need of substantive repair, or otherwise no longer eligible for Sound Assurance coverage (e.g., end of life), Sound will notify customer and provide a written estimate of the cost of repair (if repairable) at Sound’s then current list prices/rates for time and materials. Service requests made prior to determination of eligibility for service coverage hereunder will be treated as a pre-existing condition and any provided service and/or parts will be billed to the customer at Sound’s then current list prices/rates for time and materials. Equipment identified by Sound (i) as requiring repair service prior to inclusion but not authorized for repair by customer, (ii) as not otherwise repairable, or (iii) otherwise no longer eligible for Sound Assurance coverage will not be eligible for a Sound Assurance Extended Warranty.
• If the Covered Equipment is eligible for continued coverage Sound will apply the inspection fee to the initial Annual Fee for the Sound Assurance Extended Warranty. If the Covered Equipment is not eligible for continued coverage due to Sound’s determination that the Covered Equipment has reached end-of-life or is otherwise no longer supported by Sound then Sound shall return the inspection fee to customer.
• Sound is under no obligation to provide a Sound Assurance Extended Warranty for any product or equipment and may renew or extend a Sound Extended Warranty in its sole discretion, and to the extent Sound elects to offer any renewal or extension, the prices, conditions, and limitations of any such renewal or extension shall be Sound’s sole discretion.

Lapsed Coverage

Any customer with Sound Equipment that has not been covered by a Sound Warranty or Sound Extended Warranty for more than thirty (30) days may purchase a Sound Assurance Extended Warranty, provided customer and the applicable equipment satisfy the requirements above and provided customer pays Sound a reinstatement fee equal to: (i) the then-current annual Service Fee for the applicable period (pro-rated as applicable), (ii) the unpaid Service Fees applicable to the lapsed period when Service Fees were not paid, and (iii) an amount equal to five percent (5%) of the unpaid Service Fees applicable to the lapsed period when Service Fees were not paid.

Sound Assurance Extended Warranty Coverage

During the term of the Sound Assurance Extended Warranty which is as set forth in the Extended Warranty Confirmation (the “Extended Warranty Period”), Sound will cover any defects in material and workmanship, (the “Sound Assurance Extended Warranty”). Sound may, in its sole discretion, repair and/or replace the Covered Equipment, with similar new or refurbished products or parts, during the Extended Warranty Period. Unless Sound notifies customer otherwise, when receiving a replacement warranty part, customer is responsible for installation of the replacement part and returning the defective part to Sound within ten (10) days of receipt of the replacement part. Each shipped replacement part includes a packing slip that provides customer with information about how to return the defective part. Failure to return the defective part within ten (10) days may result in the suspension of Services or charges for the part at then current prices. The Extended Warranty Period for any equipment furnished to customer to correct a warranty failure will be the unexpired term of the warranty applicable to the repaired or replaced Covered Equipment.

Services Warranty

Except as expressly represented otherwise in these Terms, Sound warrants that all maintenance or repair services (“Services”) provided by or on behalf of Sound pursuant to a Sound Warranty, will be performed in a professional and workmanlike manner. SOUND’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE FOR SOUND TO REPERFORM SUCH SERVICES WITHIN A REASONABLE TIME FRAME.

OEM Warranties

For any equipment external to the Covered Equipment purchased by customer (e.g., workstations, servers, and other peripherals), customer shall have the benefit of any warranty provided by the original equipment manufacturer. OEM warranty service on any external equipment must be obtained directly from the original manufacturer, and such warranty expires in accordance with the terms thereof.

Warranty Exclusions

Sound Warranties do not cover (a) damage due to accident, neglect, misuse, fire, water or other fluid damage, weather, or failure to use the Covered Equipment in accordance with Sound’s handling, storage, maintenance, operating, and instruction manuals or guidelines; (b) damage from alteration, modification, or service by someone other than Sound or its representatives, (c) damage caused by customer’s delay in notifying Sound of damage to Covered Equipment or continued use of damaged Covered Equipment, (d) customer’s failure to use reasonable care with respect to the use of Covered Equipment or failure to use the Covered Equipment in a manner consistent with industry and environmental norms; and (e) events where the Covered Equipment is not otherwise covered under the Sound Warranty, including customer’s failure to notify Sound of a claim in writing prior to expiration of the Sound Warranty. The Services and Sound Warranty do not include any service or warranty with respect to any external equipment.

Services

Services covered by Sound Assurance are only those specifically identified in the Warranty Confirmation and these Terms. Unless otherwise expressly indicated in the Warranty Confirmation, all Services are either provided remotely through Sound’s Support Call Center or at Sound’s designated repair facility. Sound makes no commitment to provide on-site Services as part of Sound Assurance. Sound bears no responsibility for failure to provide Services in the event of technical difficulties with telephone or broadband connectivity or other matters which are out of its control. Response times for Services are not guaranteed. Sound reserves the right to change the duration, frequency, type, nature, form and other aspects of the Services without the prior approval of customer upon not less than thirty (30) days’ advance notice. Unless otherwise explicitly identified in writing by Sound, Services do not include: (i) the provision and maintenance of a dedicated broadband connection to the Covered Equipment; (ii) the provision of security measures to protect network configuration or protection from unauthorized access to the network; (iii) support for remote connectivity solutions not recommended by Sound; (iv) support for the repair, replacement or disposal of accessories and power supply equipment or consumable items, including, without limitation, synchronization and receptor cables, foot pedals assemblies, batteries, cassettes, copier drums, computers, monitors, filters, image intensifiers, laser tubes, film magazines, radiograph generators, radiograph tables, radiation sources, compressors, film processors, processor chemicals, styli, software, bulbs, glassware, radiation sources, dyes, or storage media, fibers, handpiece switch detector or treatment heads; (v) the provision, payment, or reimbursement of any rigging or facility cost, including monitor mounting, cable installation, computer mounting, network cabling, or other activities related to information technology; (vi) material and labor costs associated with reusing existing facilities (wire, termination fields, network facilities, equipment room, peripherals, adjuncts); and (vii) temporary installation of equipment for testing, training, and other purposes. The provision of all Services, including the offer of any discounts, is subject to customer remaining in good standing under Sound Assurance (including timely payment of fees and other applicable amounts).

Fees

The price of any Sound Assurance Extended Warranty shall be as set forth in your Warranty Confirmation. Any Services not specifically identified as included in your Warranty Confirmation or theses Terms are not included in your Sound Warranty. Any Services and any replacement parts not included in your Sound Warranty or covered by your Sound Warranty will be charged to you at Sound’s then current list price for labor and materials, subject to any applicable discounts.

Unless otherwise provided, Sound may change prices for Sound Warranty at any time. Sound will provide notice of any change in the price of any Sound Assurance Extended Warranty at least thirty (30) days prior to any renewal thereof.

Payment Terms

Unless otherwise specified, the following terms of payment shall apply to all purchases of any Sound Warranty, any Services in connection with a Sound Warranty or any replacement Equipment or parts.

All payments are due from customer on the date of invoice. Non-payment of any invoice for over ten (10) days constitutes customer’s breach of this Agreement, accelerates the amounts due by customer pursuant to the Agreement. Payments may be made by check, money order, credit card or electronic transfer in U.S. funds. All payments and credit memoranda will be credited to customer’s account. Where payment is made by credit card, such payment is subject to the approval of the financial institution issuing the credit card and may be subject to applicable fees.

Sound shall not be liable in any way if such financial institution refuses to accept or honor the credit card for any reason. All payments should be remitted to the address shown on the statement or invoice, including customer account number and/or invoice number to ensure appropriate application. A twenty-five dollar ($25.00) fee will be charged for all returned checks. Sound shall have no liability or other responsibility to customer for any financing arrangements (including, but not limited to, loans) made by customer with third party lenders to purchase Sound Warranties.

Finance Charge; Costs of Collection

Any amount not paid when due shall accrue a late charge at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per year), or the maximum rate provided by law, whichever is less. Customer shall pay all collection costs reasonably incurred by Sound including, but not limited to, collection agency fees, attorneys’ fees, and court costs. Customer hereby represents to Sound that customer is now solvent and agrees that each acceptance of delivery of any Services hereunder shall constitute reaffirmation of this representation at such time.

Taxes

customer is responsible for and shall pay all sales, use, ad valorem, excise and/or any other taxes imposed on either party by virtue of Sound Assurance, except for taxes based on Sound’s net income. Sound will invoice customer for any taxes Sound is legally obligated to collect from customer. Customer agrees to pay, and to hold Sound harmless from, all such Taxes.

Proprietary Service Materials

In connection with the installation, configuration, maintenance, repair, and/or de-installation of the Covered Equipment Sound may deliver to customer (either with the delivery of the Covered Equipment or otherwise), store at customer’s location or attach to or install on customer’s equipment parts of this package that have not been purchased by or licensed to customer. The presence of this property at the location at which the Covered Equipment is located will not give customer any right or title to such property or any license or other right to access, use or decompile such property. Any access to or use of this property and any decompilation of this property by anyone other than Sound’s personnel is prohibited. Customer agrees that it will use reasonable efforts to protect such property against damage or loss and to prevent any access to or use of this property contrary to this prohibition.

Software Patches/Fixes

If access to patches, fixes and minor enhancements to Sound software is identified as part of the Services included in your Sound Warranty, Sound shall provide patches, fixes and minor enhancements to Sound software included as part of the Covered Equipment free of charge. The installation of any patches, fixes and minor enhancements to software may not be reversible and may change the overall image quality and/or functionality of the Covered Equipment. Any software furnished by Sound under Sound Assurance (“Software”) is done so on a non-transferable license-to-use basis and all right, title and interest therein is and will remain vested exclusively in Sound or its licensors. Customer will not decompile, disassemble, or otherwise derive the source code of any Software furnished by Sound nor will customer make any copies of such Software, except that customer may make one (1) copy of such Software for backup purposes only. Customer will return or destroy all copies of Software upon cessation of use of the related Covered Equipment usage. All Software furnished by Sound is to be considered confidential information and will be held by customer in strict confidence and disclosed on a need-to-know basis, or as required by law, to only those of its employees who have agreed in writing to maintain the confidentiality of customer provided third party confidential information. No guarantee or commitment as to the type of products, functionality, enhancements, additions, usability or uptime with respect to the Software is implied or expressed by Sound. Nothing in these Terms shall obligate Sound to develop, create, test, release, support or provide for use, or sell any new Software, Software patches, or Software functionality (“Software Enhancements”). Customer has no implied nor specific right, to receive or demand any Software Enhancements. Customer acknowledges and agrees that Software Enhancements may require hardware purchases, including possible necessary upgrades to existing hardware owned by customer (“Hardware Updates”). Hardware Updates that may be necessary to make Software Enhancements operable to specifications are specifically excluded from Sound Assurance, and are customer’s responsibility.

customer Responsibilities

During the Warranty Period, customer is responsible to take the following actions. Sound is not responsible for any equipment downtime, warranty obligations or damages resulting from customer’s failure to take such actions. Customer shall at all times:

• Take reasonable care of all Covered Equipment, maintain them in a clean and appropriate environment and carry out any routine maintenance recommended in the applicable user guide, instructions or other documentation or otherwise communicated to you from time to time.
• Promptly install any newly released versions of software that we may periodically send you, and you must upgrade your operating system software as we may periodically recommend. Any software patch, update, upgrade, modification or other enhancement that we may provide as “software” under your original license from us shall be used only as permitted by that license.
• Provide and maintain a dedicated internet connection to the Covered Equipment, and any firewall access required and specified by Sound, to provide for Sound’s remote access at all times. CUSTOMER ACKNOWLEDGES THAT FAILURE TO MAINTAIN A DEDICATED INTERNET CONNECTION AND FIREWALL ACCESS MAY: (i) SEVERELY DELAY, LIMIT, AND/OR PRECLUDE SOUND’S ABILITY TO PERFORM SERVICES; (ii) REDUCE SYSTEM UPTIME AND PERFORMANCE; AND (iii) RESULT IN ADDITIONAL COSTS TO CUSTOMER.
• Ensure that you have and maintain the minimum required technology, systems, and dependencies necessary to use and access any of our products or services, including all costs and expenses related to those requirements. Those minimum technology requirements include all hardware, software, operating systems, network connectivity and connectivity speeds, and other technologies required to install, access, and utilize the appliable product or service. The minimum technology requirements may be found in the product documentation or other materials that may be provided to you from time to time, each of which may be amended from time to
• Provide all assistance reasonably requested by Sound or its agents, assist in gathering data from the Covered Equipment, Software and other equipment or systems, and use commercially reasonable efforts to provide accurate and complete data where any data is requested.
• Remove and re-install any Sound advance replacement units, loaner equipment, or customer owned equipment as necessary. Any third party labor charges associated with such installations or removals will be the sole responsibility of the customer.
• Comply with the requirements of any implementation guidelines, security procedures, manuals or other instructions provided by Sound or the manufacturer of the Covered Equipment, including requirements to have access to commercially available software, media player or other technology reasonably necessary for access to or use of information.
• Refrain from modifying, adding or combining any hardware or software to the Covered Equipment or Software provided by Sound, unless endorsed or accepted in writing by Sound.
• Ensure the security of networked equipment by taking appropriate measures to prevent unauthorized access to networked equipment and the interception of communications between Sound’s service center and the networked equipment, including isolating networked equipment from other networks, setting up firewalls, and taking any other measures that Sound reasonably believes is necessary to ensure the security of the networked equipment and related communications.
  Ensure the Covered Equipment is used solely in accordance with reasonable care and caution, with the requirements of the operation manual, by properly qualified and licensed personnel, including without limitation providing a suitable environment for the Covered Equipment and maintenance of the temperature, cleanliness, debris-free nature and safety of that environment in a manner consistent with supporting the Covered Equipment (including without limitation, protection from building or location structural deficiency; power surge, fluctuation or failure; dust, sand, hair, urine, fluids, moisture, chemicals or other particles or debris; or air conditioning failure).
• Promptly notify Sound in writing of any change in the location of the Covered Equipment or network configuration.
• Provide prior notice to Sound of any change in the ownership or management control of customer’s business.
• Compliance with these Terms in connection with your use of our products and services, including any use by your employees, agents and representatives. Our products and services may only be used in accordance with all applicable laws and

Coverage Support Commitment

Sound telephone support is available 24 hours a day, seven days per week, except holidays. Sound has no obligation to provide on-site service.

In case of Equipment malfunction, customer should contact Sound’s Technical Support Services at 1-800-819-5538, with any technical questions regarding the Equipment or its operation. Sound’s support personnel will guide you in your attempt to correct your reported problems. In providing technical assistance relating to problems with the Equipment or operation of the Equipment, Sound Technical Support Services and compliance with the Coverage Plan requires the full cooperation of customer. Customer’s failure to respond in good faith in connection with any issues relating to the Equipment, or failure to reasonably cooperate with Sound Technical Support Services in resolving such issues shall void the Coverage Plan.

If you wish to receive electronic support on instruments for which such support is available, you must maintain an electronic link-up with Sound as Sound may direct from time to time.

Default; Termination

customer shall be in default of the their Sound Warranty if any of the following occurs: (i) customer fails to pay any amount when due in connection with the Sound Warranty or any other agreement with Sound; (ii) customer breaches any warranty, representation, or other obligation or term of this Agreement or any other agreement with Sound; (iii) customer becomes insolvent or unable to pay customer’s obligations when due; (iv) customer stops doing business as a going concern; or (iv) customer, any guarantor, or any partner or member voluntarily files or has filed against it involuntarily, a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other similar present or future federal or state/province bankruptcy or insolvency law, or a trustee, receiver, or liquidator is appointed for customer. Upon customer’s default, then without limiting any other rights and remedies available to Sound under the law, in equity, or under contract, Sound may (i) suspend coverage under the applicable Sound Warranty, including the suspension of all Services hereunder, or (ii) by notice to customer, treat such delinquency as a repudiation by customer of the portion of the Agreement not then fully performed, whereupon Sound may cancel all further coverage under the applicable Sound Warranty, including the termination of all Services hereunder, and any amounts under the Agreement shall immediately become due and payable.

In addition to any other termination rights set forth herein, Sound shall have the right to terminate any Sound Assurance Extended Warranty due excessive breakdowns or damage to the Covered Equipment caused by misuse, or the negligence, or willful misconduct of customer or a user authorized by the customer. No refund of any payments for the Sound Assurance Extended Warranty shall be made upon termination, except within Sound’s sole discretion.

Indemnification

customer shall defend, hold harmless and indemnify Sound and its successors and assigns against any liability, claim, demand, cause of action, cost or expense (including, without limitation, attorney and other professional fees and disbursements) arising out of the use of the Covered Equipment (including, but not limited to, as a result of death, bodily injury, personal injury or property damage), except to the extent caused by Sound’s gross negligence or product liability.

Trademarks

customer acknowledges the validity of Sound’s and other third parties’ tradenames and trademarks appearing on products, and customer will have no right to or interest in any trademarks or tradenames owned, used or claimed now or in the future by Sound or such third parties. Customer shall not tamper with any Products or remove, cover or alter, any trademarks, insignia, markings, or serial number or any configuration that identifies the origin of Products or allows Equipment to use Supplies from anyone other than Sound.

Feedback

You have no obligation to provide us with feedback, such as suggestions as to how we might improve our equipment, products, or services. However, if you do provide feedback then you grant us a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, unlimited, assignable license to use, reproduce, publicly perform, and display, distribute, modify, and create derivative works from your feedback.

Ownership of Our Materials.

Many of our Equipment contain proprietary content belonging to Sound and/or its licensors. Unless ownership or a license for use is specifically granted to you in writing, Sound and/or its licensors own and retain all right, title and interest in and to the offerings and all related intellectual property, and nothing in these terms will provide to you any license or right to any Sound intellectual property by implication, estoppel, or otherwise.

Privacy

The privacy and confidentiality of your information and the information of your customers is important to us. Please see our Privacy Statement, available at soundvet.com for more information on the privacy and data security practices of Sound and its affiliates.

Confidentiality.

Without the prior written consent of a duly authorized representative of Sound, except as required by law or judicial process in a competent jurisdiction, you shall not, and you shall cause your representatives not to disclose to any third party any pricing information or any other information provided to you by or on behalf of Sound on a confidential basis. You agree that any breach of this commitment will result in irreparable and continuing damage to Sound for which there may be no adequate remedy at law, and Sound shall be entitled to seek injunctive relief and/or a decree for specific performance in addition to any other remedy to which it may be entitled.

Disclaimer of Warranties

Except for the limited warranties expressly set forth in this Agreement, all Equipment and Services provided by Sound pursuant to your Sound Warranty is on an “As Is” basis without warranty of any kind, whether express, implied, statutory, or otherwise. SOUND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY WITH DESCRIPTION OR SAMPLE, CARE AND SKILL, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. All OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES. NO ORAL OR WRITTEN INFORMATION PROVIDED BY SOUND OR ITS AFFILIATES SHALL CREATE A WARRANTY UNLESS EXPRESSLY INCORPORATED INTO THESE TERMS. SOUND DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY AND ALL EXTERNAL OR PERIPHERAL EQUIPMENT USED IN CONNECTION WITH THE COVERED EQUIPMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SOUND IS NOT LIABLE FOR FAILURE TO PERFORM UNDER THESE TERMS AND CONDITIONS DUE TO CIRCUMSTANCES BEYOND SOUND’S REASONABLE CONTROL. EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM SOUND’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM SOUND’S NEGLIGENCE, UNDER NO CIRCUMSTANCES WILL SOUND OR SOUND’S LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR LOSS OF BUSINESS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE MANUFACTURE, SALE, SUPPLY, INSTALLATION, OR USE OF SOUND’S PRODUCTS OR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH PRODUCTS OR SERVICES.
EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM SOUND’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM SOUND’S NEGLIGENCE, SOUND’S ENTIRE LIABILITY FOR A PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT CUSTOMER PAID FOR SUCH PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Governing law; jurisdiction

To the maximum extent permitted by law, these Terms and all sales of products and services shall be governed by and construed, without reference to any conflict of law principles, in accordance with:

• the laws of the State of Delaware if you are located in the United States, or
• the laws of the Province of Alberta if you are located in Canada.

Any legal proceeding arising out or relating to these Terms and/or any sales of our products and services, and all related disputes between us and you will be subject to the exclusive jurisdiction, and you irrevocably consent to the jurisdiction of the courts, of:

• any state or federal court located in Wilmington, Delaware if you are located in the United States, or
• any provincial court located in Calgary, Alberta if you are located in Canada.

The prevailing party in any legal action or other proceeding shall be entitled to recover from the other party all costs of the proceedings, including reasonable costs, attorney fees, professional fees and other expenses incurred by such prevailing party in such proceeding. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and/or any sales of products or services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

To the extent allowed by law, you and Sound agree that any proceedings to resolve or litigate any dispute, whether in arbitration, in court, or otherwise, will be conducted solely on an individual basis, and that neither you nor Sound will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or Sound acts or proposes to act in a representative capacity. You and Sound further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of you, Sound, and all parties to any such proceeding. The provisions of this section are to be enforced to the maximum extent legally available.

Notices

You and we agree that if either of us provides to the other any type of notice pursuant to these Master Terms, it must be in writing, sent by a delivery service which provides proof of delivery/proof of receipt, and will be effective on delivery/receipt as verified by the delivery service’s records. We agree to send all such notices to you at the address to which we send your invoices. You agree to send all such notices to us at:

3200 Lionshead Avenue, Suite 100
Carlsbad, California 92010
Attn: customer Service

Any notice given under this Agreement will be deemed to be sufficiently given when sent in writing by certified or registered mail or by facsimile or other rapid form of transmission where receipt is acknowledged to the parties at their respective addresses set forth herein or as those addresses may be subsequently changed by giving notice. The date of mailing or transmission of any notice hereunder will be deemed the date on which that notice has been given.

Force Majeure

Sound shall not be liable for any failure to perform caused by or in any manner arising from or related to fires, floods, severe weather, accidents, riots, acts of God, war, terrorism or insurrection, governmental interference or embargoes, strikes, labor difficulties, any shortage of labor, fuel, power, materials or supplies, disease outbreak, pandemic or epidemic, interruption or delays in transportation, delays in deliveries by our vendors, inability to obtain materials upon reasonable prices or terms, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond our reasonable control.

Modifications to These Terms

Sound reserves the right to modify these Terms at any time by posting revised Terms on this website, or by sending notice using the contact information you have provided. It is your responsibility to check the Terms periodically for changes. Your continued purchase of our Products shall be deemed irrevocable acceptance of those revisions when you purchase our Products after such revisions to the Terms have been posted. If you do not agree to (or cannot comply with) these Terms as amended, you must immediately stop purchasing our Products. Sound reserves the right to change, modify, suspend or discontinue all or any aspects of its Products at any time without prior notice.

For residents of the Province of Quebec, Canada

If any amendment entails an increase in your obligations or a reduction in Sound’s obligations, you may refuse the amendment, and terminate your use of the Services, without cost, penalty or cancellation indemnity within 30 days after the amendment comes into force. If you do not exercise the right to terminate your use of the Services within 30 days after the amendment comes into force, you will be deemed to have consented to be bound by the amendment.

Questions

If you have any questions about the rights and restrictions above, please feel free to contact our customer Service team at the following addresses or numbers:

Sound
3200 Lionshead Avenue, Suite 100
Carlsbad, California 92010
Attn: customer Service
800-819-5538

No Third-Party Beneficiaries

No third party may enforce any terms of these Terms or of any provision contained in any document issued in connection with these Terms.

Assignment

You may not assign your rights and obligations under these Terms or any agreement between us which incorporates these terms without the prior written consent of Sound; provided, however, that you may assign such agreement including these Terms without Sound’ prior written consent to any person or entity that acquires all or substantially all of the assets of your business, provided that any such assignee shall deliver to Sound a written assumption of all obligations and liabilities of yours under these Terms. These Terms shall be binding upon and inure to the benefit of customer and Sound and their respective successors and permitted assigns.

Severability

If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Waiver

The failure of Sound at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. Sound reserves all rights not expressly granted herein.

Customer Authorization

customer authorizes Sound to supply missing information, correct obvious errors in any Agreement and associated documentation, correct typographical errors in customer’s name, and/or modify customer’s name to reflect customer’s true and correct legal name. Customer agrees to execute revisions, prepared in good faith by Sound, to customer’s Agreement to correct any errors or deficiencies.

Entire Agreement

The terms set forth in these Terms, any Agreement, or any documents referred to in, or which reference these Terms constitute the entire agreement with respect to the sale of products and/or our services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Any purchase order, order for work, acceptance, or other writing submitted by you that includes any conditions that vary from these Terms are hereby rejected.

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