SOUND
TERMS AND CONDITIONS OF SALE
(United States and Canada)

Effective July 1, 2024

These Sound Terms and Conditions of Sale (these “Terms”) are the terms and conditions that govern the purchase of any product or service by an original purchaser located in the United States or Canada (“you” or “customer”) from Sound Technologies, Inc., d/b/a Sound (“Sound”, “us” or “we”) unless otherwise agreed in a written agreement executed by Sound and you. Unless expressly stated otherwise, these terms and conditions (these “Terms”) shall prevail in the event of any conflict with any other terms.

Your placement of an order for, your purchase of, or your use of, any products or services from Sound constitutes your agreement to comply with all terms, conditions and legal notices contained herein, 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 any Sound sales quote, order form, or order confirmation (an “Order Form”) represents the entire agreement with respect to your purchase of any products or services from Sound 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 applicable product or service.

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 Order Form, shipping instruction and other document, whether expressed in written form, by electronic data interchange or other tangible format, relating to Sound products purchased by customer from Sound, shall be referred to as the “Agreement.”

Products and Services

Products covered by these Terms include any: (a) equipment and hardware, such as digital radiographies, digital x-rays, ultrasounds, computerized tomographers, therapeutic lasers, and other diagnostic or therapeutic equipment offered for sale by Sound (“Equipment”): (b) peripheral equipment, accessories, consumables, and other supplies, such as power cords, docking stations, carrying cases, probes, wands, etc. (“Accessories”); and (c) any software included with any Equipment sold by Sound or any software sold separately by Sound (“Software”). “Products” include one of any combination of Equipment, Accessories, and Software.

Services covered by these Terms include any services offered for sale by Sound, including any data hosting services, any non-warranty repair or maintenance services, etc. (“Services”).

Customer shall not supplement, modify, reverse engineer, decompile, disassemble, or otherwise alter, use for competitive benchmark, make available for competitor evaluation, or expose to such activity, any Product.

Following acceptance of an order Sound may make changes to ordered Products that do not adversely affect their form, fit or function without the prior approval of or notification to customer. Sound will give customer at least sixty (60) days prior written notice if Sound makes changes to Products that affect their form, fit or function or discontinues any products prior to fulfillment of any Order. In such event, either party may cancel any order for Products to the extent not previously fulfilled by giving the other notice, and neither party will be liable to the other for damages resulting from such cancellation.

Prices

Prices are as set forth in the applicable Order Form, or as otherwise published by Sound from time to time. Unless noted otherwise, all prices for Products, Services, shipping, etc., are in U.S. dollars ($) and subject to change without notice.

Unless otherwise provided, Sound may change prices for any ordered Products whose estimated delivery date is more than ninety (90) days after the date set forth in the applicable Order Form, by giving customer prior notice. If because of any price increase, customer does not wish to purchase Products or Services previously ordered, then customer may, as its sole remedy, cancel the Agreement to the extent not previously fulfilled by giving Sound notice within ten (10) days of such notice.

Taxes

All prices are exclusive of any and all taxes and duties, including without limitation all sales, value added tax, goods and services tax, excise or use taxes (“Taxes”). Customer shall pay all Taxes imposed on either party by virtue of the Agreement, 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 Taxes in connection with the purchase or use of any Product or Service.

Payment Terms

Unless specified, the following terms of payment shall apply to all purchases of Products or Services from Sound. 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 any Agreement, and relieves Sound of the responsibilities defined in the applicable Agreement including for delivery. 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 products from Sound.

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 the products sold hereunder shall constitute reaffirmation of this representation at such time.

Shipment and Delivery

Sound will choose the carrier for shipping products, and all shipments of products to customer will be “F.O.B. Shipping Point, Shipping & Handling Prepaid and Added”. Actual costs of any special or expedited shipping and handling requested by customer will be separately invoiced to and paid by customer.

If delivery of products is delayed by Sound, customer will not be excused from its obligation to pay for products when finally delivered or from any of its other obligations hereunder. However, if Sound delays delivery of products by more than thirty (30) days after the delivery date, then customer may, as its sole remedy, cancel any Purchase Order for Products to the extent not previously fulfilled by giving Sound notice within ten (10) days, and neither party will be liable to the other for damages resulting from that cancellation.

Title; Risk of Loss

Title and risk of loss of or damages to any products will pass to customer upon Sound’s delivery of the products to the common carrier for delivery to customer’s designated location.

Software License

Any Software provided by Sound is licensed to customer on a non-exclusive, non-transferable license-to-use basis and is not sold (the words “purchase,” “sold,” or similar words mean license as used in these Terms). All right, title and interest in any Software therein is and will remain vested exclusively in Sound or its licensors. All Software may only be installed and used for the intended purpose with and only with the Equipment with which it was delivered. Software is not assignable. Any Software provided shall also be subject to these Terms and any applicable end user license agreement that may be provided with the Software (a “EUSLA”). Without waiving any other rights, Sound may terminate a license to Software if customer fails to comply with these Terms or the EUSLA.

Without prejudice to any other rights we may have, we may terminate any software license and/or EUSLA if you fail to comply with these Terms and/or any EULA. You agree to treat any software patch, update, upgrade, modification, or other enhancement that we may provide as “software” under the Agreement and to use them only as permitted by the Agreement. Software is for your internal purposes only, and you agree not to use it for the benefit of any other person (including on a time-sharing, service bureau or other basis), or for developing application programs, written materials, or other products. You will not decompile, disassemble, or otherwise derive the source code of any Software furnished by Sound nor will you make any copies of such Software, except that you may make one (1) copy of each such Software for backup purposes only. You will return or destroy all copies of Software upon cessation of related Equipment usage. All Software furnished by Sound is to be considered confidential information of Sound or its licensors and will be held by customer in strict confidence.

Data Storage; Data Back-up

If data hosting or storage services are provided by Sound, then all applicable images, test results, reports, and other data or information shall be stored per the terms of your agreement with Sound. Unless specified otherwise in writing upon termination or expiration of the applicable agreement with regards to storage of any data, Sound will continue to store such data for an additional ninety (90) days period; provided, however, Sound is not responsible for maintaining such data beyond such ninety (90) day period, and may delete such files thereafter without any notice.

Please contact Sound Customer Service representative at 1-800-819-5538 to request a return of any stored data. Fees and costs may apply.

Customer is solely responsible for maintaining proper medical records in accordance with the laws of the state in which customer’s Veterinary Practice(s) are located. Any data hosting or storage services provided by Sound is not intended to replace customer’s obligations with respect to laws regarding the retention of medical records. It is customer’s responsibility to determine customer’s own data back-up and retention requirements based on customer’s needs and any applicable laws and regulations. Customer acknowledges that no data hosting or storage solution is completely failsafe, and customer is solely responsible for implementing other back-up or redundant systems customer deems appropriate or necessary. Sound is not liable for any loss of customer’s data.

Use of Images and Data

You authorize us to use any images, test results, reports, and other data or information submitted by you to us (either directly or through the use of any of our Products or Services), including any clinical information, diagnostic results, and any data and information (collectively, “Data and Materials”) included in any analyses or reports generated by our Products or Services, for scientific research and publication, or our own business purposes, including without limitation internal research and development, to create and improve our Products and Services, disclosure in public studies, educational uses, inclusion in reference libraries, provided that such Data and Materials have been de-identified and/or anonymized.

By using any Sound Products or Services that permit submission of, or generate Data and Materials, you grant Sound and its affiliates a royalty-free, worldwide, non-exclusive, perpetual license to access, edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use such Data and Materials. You acknowledge that this license does not terminate if you cease to be a Sound customer. Sound’s use of such Data and Materials may include use with other data (including data from other Veterinary Practices) for scientific research and publication, or our own business purposes, including without limitation internal research and development, to create and improve our Products and Services, disclosure in public studies, educational uses, inclusion in reference libraries, provided that such Data and Materials have been de-identified and/or anonymized.

By submitting to Sound any Data and Materials relating to an animal, you are representing and warranting that such Data and Materials have been made available to us with the informed consent of the owner of the applicable animal as to these Terms.

Please see our Privacy Statement, available at soundvet.com for more information on the privacy and data security practices of Sound.

Default

Customer shall be in default of the Agreement if any of the following occurs: (i) customer fails to pay any amount when due under the Agreement or any other agreement with Sound; (ii) customer breaches any warranty, representation, or other obligation or term of these Terms and Conditions, the Agreement or any 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 production, shipment and/or deliveries of any or all products purchased by customer, 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 deliveries and any amounts unpaid hereunder shall immediately become due and payable.

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 our Products or Services (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 Accessories 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 Products 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.

Veterinary Use Only

All of our Products and Services are intended for veterinary use only and may not be used for the analysis of humans, human specimens or samples, or the diagnosis or treatment of any person. You agree that the purchase of our Products and Services are solely for the use and benefit of a veterinary practice, clinic, or hospital (“Veterinary Practice”) and by appropriately trained personnel for the normal and ordinary use and intended purpose of such Product or Service.

Compliance with Laws: Resale and Export Limitations

You shall use all Products and Services in conformity with all applicable laws of the United States, Canada, or of the jurisdictions in which they were obtained or are used, including all applicable economic sanctions, import, and export control laws of such jurisdictions and of the United States. You shall obtain all permits, licenses and other documentation required in connection with the purchase, installation, sale, export, shipment, import or use of any Product. You shall not divert or transship any Product, or permit anyone else to do so, other than within the country of destination specified in our shipping order or permit anyone else to do so. In particular, but without limitation, Products may not be imported from, transferred, exported or re-exported (a) into, or to a national, resident or entity of any country that is subject to a U.S. Government, EU or UN embargo, sanctions or export restrictions or (b) to anyone on, or owned and controlled by a party on, the United States Treasury Department’s list of Specially Designated Nationals, List of Foreign Sanctions Evaders, or Sectoral Sanctions Identification List, or the U.S. Department of Commerce Denied Persons List, Unverified List, or Entity List or anyone listed under EU restrictive measures or UN sanctions (collectively “Restricted Parties”). By purchasing our Products or Services you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list of Restricted Parties.

Customer agrees that the purchase of our Products and Services is solely for your use and benefit for the normal and ordinary use and intended purpose and you acknowledges and agrees that you shall not sell, rent, lease, loan, or export any Product or Service to any other person including distributors.

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 as expressly set forth in the applicable Sound Assurance Premier Warranty & Service Program Warranty provided as part of the purchase of qualifying Equipment, all Product and Services are sold by Sound 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.

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.

©2024. Sound Technologies, Inc. All rights reserved.