SoundSelf EULA

By purchasing, downloading, installing, creating an account for, or otherwise using the SoundSelf System or SoundSelf software, you acknowledge that you have read, understood, and agree to be bound by this SoundSelf Provider License Agreement, Privacy Policy, and applicable Warranty and Extended Support & Replacement Plan (ESRP) terms. If you do not agree, you may not use SoundSelf.

SoundSelf Provider License Agreement

New Entheogen Limited (DBA SoundSelf), a Delaware corporation (“Company”) provides SoundSelf (as defined below), and your (“you” or “Provider”) use of SoundSelf is subject to and governed by the terms and conditions in this SoundSelf Provider License Agreement (this “Agreement”). Company may, at its discretion, update this Agreement at any time. You can access and review the most current version of this Agreement at the URL for this page, or as otherwise made available by Company. Company and Provider are each referred to individually as a "party," and collectively as the "parties."

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESS OR USING SOUNDSELF, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE SOUNDSELF. 

THIS AGREEMENT REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, OR YOUR ACCESS TO OR USE OF SOUNDSELF, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS AGREEMENT, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM. 

You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this Agreement; and (c) are not a person barred from using SoundSelf under the laws of any applicable jurisdiction. 

This Agreement governs Company’s provision of SoundSelf and Provider’s access to and use of Soundself. This Agreement contains general terms and conditions applicable to all such use of Soundself.  The parties agree as follows:

1.  DEFINITIONS.

“Soundself” means any and all of the services, software and other offerings provided by Company pursuant to this Agreement, including the SaaS Platform, the offerings provided through https://soundself.com, including all such services and software labeled as alpha, beta, pre-release, trial, preview or otherwise. SoundSelf may include any enhancements, updates, upgrades, derivatives or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, sample data sets, and hardware devices as provided by Company, and licensed for installation and use on one designated computer per SoundSelf System purchased.

“SoundSelf System” means the hardware kit including one one set of light glasses, one interface for light glasses, and one wireless headphone with attached microphone.

“Data” means the raw data uploaded or submited to Company by Provider or by SoundSelf, and the resulting data from the processing of such raw data using SoundSelf.

“Malicious Code” means without limitation code, files, scripts, agents or programs intended to do harm, including without limitation viruses, worms, time bombs and trojan horses.

“SaaS Platform” means everything at https://soundself.com and related services located in the https://soundself.com domain and subdomains, including software, code, algorithms, hosted services, web interfaces, and downloadable software.

2.  LICENSE GRANT.

Subject to and conditioned on Provider’s compliance with this Agreement, Company grants Provider a non-exclusive, non-transferable, limited license to install and use SoundSelf on one (1) designated computer associated with the SoundSelf System purchased from Company. Provider may not install or use SoundSelf on more than one computer at a time. 

3.  LICENSE RESTRICTIONS AND REQUIREMENTS.

a.  Restrictions.  Except as expressly authorized in this Agreement or by Company, Provider will not, and will not permit any third party to: (i) access or use SoundSelf for any other purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy SoundSelf (except as required to run SoundSelf and for reasonable backup purposes); (iii) modify, adapt, or create derivative works of SoundSelf; (iv) resell, transfer, sublicense, or distribute SoundSelf to any third party; (v) use or offer any functionality of SoundSelf on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet "links" to SoundSelf, or "frame" or "mirror" SoundSelf on any other server, or wireless or Internet-based device; (vi) decompile, disassemble, translate or reverse-engineer SoundSelf or otherwise attempt to derive SoundSelf source code, algorithms, methods or techniques used or embodied in SoundSelf; (vii) disclose to any third party the results of any benchmark tests or other evaluation of SoundSelf, or (viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on SoundSelf; (ix) interfere with or disrupt servers or networks connected to any website through which SoundSelfvided; (x) use SoundSelf to collect or store personal data about any person or entity; (xi) use SoundSelf to build a similar or competitive product or service; (xii) use SoundSelf to transmit Malicious Code or (xiii) use SoundSelf for any illegal, unauthorized or otherwise improper purposes. 

b. Single-Device Limitation. The SoundSelf license is tied to the SoundSelf System purchased by Provider and may be activated on only one (1) computer. Installation on multiple computers, simultaneous use on multiple devices, or sharing of the license across systems or users is prohibited.

c.  Other Parties.  Any employee, consultant, contractor or agent hired to perform services for Provider may operate SoundSelf on Provider’s behalf solely under these terms and conditions, provided that: (i) Provider is responsible for ensuring that any such party agrees in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to Provider; (ii) such use is only in connection with Provider’s Internal Purposes; (iii) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (iv) Provider remain fully responsible and liable for any and all acts or omissions by such third parties related to this Agreement. 

d. SoundSelf Patient Waiver and Release. Provider agrees that prior to using SoundSelf with any patient or end user, Provider shall ensure and be responsible for such individual executing a SoundSelf Patient Waiver and Release, in the form provided by Company at https://soundself.super.site/knowledge-base/eula-and-patient-waiver. Company reserves the right to immediately suspend Provider’s access to SoundSelf in the event of any breach of this provision. 

e. Technical Requirements. In order to use SoundSelf, Provider must comply with the technical requirements communicated to Provider by Company either via SoundSelf or otherwise, including without limitation, the System Requirements, Required Hardware and Setup Guides provided at soundself.com (“Technical Requirements”). Company shall not be responsible for Provider’s failure to comply with any of the Technical Requirements. 

f. Immediate Termination.  Any violation of this Section 3 by Provider shall be a material breach of this Agreement and Company may immediately terminate this Agreement without notice.

4.  TERMINATION.

a. Term. The license continues for as long as the Provider owns the SoundSelf System, subject to compliance.

b. Termination. This Agreement may be terminated at any time by either party, with or without cause, by providing the other party with written notice. 

c. Effect of Termination.  Immediately upon termination, (i) all licenses granted under this Agreement will immediately terminate and Provider will immediately cease all use of SoundSelf;  (ii) Provider will destroy SoundSelf in its possession; and (iii) any and all of Provider’s payment obligations will immediately become due. Sections 1, 3 – 11, and 12 – 15, will survive termination of this Agreement. Neither party shall be under any obligation to enter into an agreement after termination or expiration of this Agreement.

d. Suspension.  Company reserves the right at any time to modify, suspend, or discontinue SoundSelf (or any portion thereof) with or without notice, and Company shall not be liable to Provider or any third party for any such modification, suspension or discontinuance.

5.  OWNERSHIP.

SoundSelf is licensed, not sold, and Company, its suppliers or its licensors, retains and reserves all rights not expressly granted in this Agreement. Company, its suppliers or its licensors own all worldwide right, title and interest in and to SoundSelf, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing (collectively, “Intellectual Property Rights”). Except as expressly stated in this Agreement, Company does not grant Provider any Intellectual Property Rights in SoundSelf. SoundSelf is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions.

6. CONSIDERATION.

Consideration for use of SoundSelf is included in the purchase price of the SoundSelf System. No additional license fees are due for the base use of SoundSelf. Access to certain enhanced features, content, or extended support services may be subject to separate subscription terms and fees.

7.  DATA. 

a. Data Processing. Company shall process and use any personal data that Provider provides in accordance with the Company Privacy Policy located at https://soundself.com/privacy. Company will maintain a security program materially in accordance with industry standards that are designed to protect the security, confidentiality and integrity of the Data. Provider hereby grants Company a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to use, access, transmit, host, store, and display the Data solely for the purpose of providing and conducting research and improving SoundSelf, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of the Data. Company may use, publish, share, distribute, or disclose such Data on an aggregate basis or in a de-identified manner that does not allow personal data about Provider to be separated from the aggregate data and identified as originating from Provider.

b. Data Warranty and Obligations. Provider represents, warrants and agrees that Provider has all rights to provide the Data and other materials that Provider provides or makes available to Company. Provider acknowledges and agrees that it is solely responsible for all Data and for its conduct while using SoundSelf. Provider acknowledges and agrees that: (i) it will evaluate and bear all risks associated with its use and distribution of all Data; (ii) it is responsible for protecting and backing up the Data until the Data is successfully sent to Company; (iii) it is responsible for protecting the confidentiality of all Data in its possession and control; and (iv) under no circumstances will Company be liable in any way for the content of any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of Provider’s use, deletion, modification, or correction of any Data. Provider has full discretion and control on how to store, protect, remove or delete any Data on SoundSelf and Company shall have no liability for any damages caused by such deletion or removal of or failure to store or protect Data.

8. WARRANTY.

a. Mutual Representations and Warranties.  Each party represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound. 

b. DISCLAIMER.  EXCEPT AS SET FORTH IN SECTION 9.A., COMPANY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR BY STATUTE OR IN LAW. COMPANY SPECIFICALLY DOES NOT WARRANT THAT SOUNDSELF WILL MEET PROVIDER’S REQUIREMENTS, THE OPERATION OR OUTPUT OF SOUNDSELF WILL BE ERROR-FREE, VIRUS-FREE, SECURE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, PROVIDER PROVIDES THE DATA ON AN “AS IS” BASIS AND PROVIDES NO GUARANTEE OF THE ACCURACY OF THE DATA PROVIDED TO COMPANY. COMPANYIS NOT OBLIGATED TO SUPPORT, UPDATE OR UPGRADE SOUNDSELF.

c.  AS IS.  SOUNDSELF IS PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS, AND PROVIDER’S USE OF SUCH SERVICES IS AT ITS SOLE RISK. Company has no obligations in connection with or in the course of providing the Services. Any expectations and estimates regarding Services are based on factors currently known and actual events or results could differ materially. Company does not assume any obligation to update any Services. In addition, any information about Company’s roadmap outlines Company’s general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment. Company undertakes no obligation either to develop the features or functionality provided in the Services, or to include any such feature or functionality in a future release of SoundSelf. Provider expressly acknowledges that the Services have not been fully tested, and may contain defects or deficiencies which may not be corrected by Company. The Services may undergo significant changes prior to release of the corresponding generally available final version.

d. Warranty

Your SoundSelf System hardware is covered by the Company’s 60-Day Warranty and Return Promise (https://soundself.com/warranty) and may be eligible for extended coverage under the Extended Support & Replacement Plan (https://soundself.com/esrp).

e. Additional Disclaimers.  

i. Company is not responsible for any hardware Provider uses in conjunction or connection with SoundSelf, including defective units or an injury caused by them, whether or not provided by or purchased through Company. 

ii. SoundSelf runs on strobing lights, which have been known to cause seizures in certain individuals. PROVIDER IS SOLELY RESPONSIBLE FOR SCREENING ALL INDIVIDUALS WITH OR FOR WHOM PROVIDER USES SOUNDSELF FOR EPILEPSY AND SEIZURE HISTORY AND SHALL NOT ALLOW ANYONE WITH PHOTOSENSITIVITY OR ANY OTHER RISK FACTORS TO USE SOUNDSELF. PROVIDER IS SOLELY RESPONSIBLE FOR AND COMPANY SHALL NOT BE RESPONSIBLE FOR ANY NEGATIVE EFFECTS EXPERIENCED BY PROVIDER OR ANY INDIVIDUAL WITH OR FOR WHOM PROVIDER USES SOUNDSELF IN CONNECTION WITH THE STROBING LIGHTS. 

iii. Provider acknowledges and understands that SoundSelf has not been FDA cleared or approved and that Provider is deploying SoundSelf in Provider’s practice at Provider’s own risk. Company does not guarantee any results with respect to SoundSelf and cannot guarantee a positive experience with respect to any Patient’s use thereof. Provider is responsible for all care it provides to any patients or Patients and Company shall not be responsible for any harm inflicted upon an individual while in Provider’s care or any advice or treatment Provider provides to any patient or Patient, including the use of SoundSelf by Provider. 

iv. ANY CONTENT OR INFORMATION PROVIDED VIA SOUNNDSELF OR COMPANY DOES NOT CONTAIN OR CONSTITUTE AND SHOULD NOT BE INTERPRETED AS THERAPY OR AS MEDICAL ADVICE, MEDICAL OPINIONS OR MEDICAL SERVICES. THERE IS NO DOCTOR-PATIENT RELATIONSHIP OR THERAPIST-PATIENT RELATIONSHIP BETWEEN COMPANY AND ANY PATIENT. SOUNDSELF IS NOT A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL OR A THERAPIST AND THE INFORMATION MADE AVAILABLE BY COMPANY OR ON SOUNDSELF SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS OR TO DIAGNOSE OR TREAT A MEDICAL, MENTAL OR HEALTH CONDITION. COMPANY DOES NOT DIAGNOSE OR IDENTIFY ILLNESSES OR CONDITIONS AND NO STATEMENT FROM COMPANY SHOULD BE CONSTRUED AS A DIAGNOSIS OR AS A CONFIRMATION THAT A PATIENT DOES NOT HAVE ANY PARTICULAR CONDITION. 

v. SoundSelf is not fault-tolerant and is not designed or intended for use in environments in which its failure could lead to death, personal injury or severe physical damage. (“High Risk Activities”). ACCORDINGLY, COMPANY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. PROVIDER AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF SOUNDSELF IN SUCH HIGH RISK ACTIVITIES.  

9. INDEMNIFICATION.

1. Claims Against Provider.  Company will defend, at its own expense, and hold Provider harmless against any claim, suit or action brought against Provider by a third party to the extent that such claim, suit or action arises from an allegation that SoundSelf, when used as expressly permitted by this Agreement, infringes the intellectual property rights of such third party (“Provider Claim”), and Company will indemnify Provider from liability incurred by Provider to the extent arising from such Provider Claim. If Company receives prompt notice of a Provider Claim that, in Company's reasonable opinion, is likely to result in an adverse ruling, then Company may (i) obtain a right for Provider to continue using SoundSelf at issue; (ii) modify such SoundSelf to make it non-infringing; (iii) replace such SoundSelf with a non-infringing version; or (iv) provide a reasonable depreciated or pro rata refund of amounts pre-paid for the allegedly infringing SoundSelf.  

2. Company Indemnity Limits.  Notwithstanding the foregoing, Company will have no obligation under Section 10.a. or otherwise with respect to any infringement claim based upon:  (i) any use of SoundSelf not expressly permitted under this Agreement; (ii) any use of SoundSelf in combination with products, equipment, software, or data not made available by Company if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (iii) any modification of SoundSelf by any person other than Company or its authorized agents or subcontractors (collectively, “Excluded Claims”).  Company will have no obligation under Section 10.a. or otherwise with respect to any claim based upon the use by Provider of any Data uploaded or accessed through SoundSelf to the extent such claim is not based on SoundSelf itself.  Section 10.a. states Company’s sole liability and Provider’s exclusive remedy for all third party claims.

3. Claims Against Company.  Provider will defend, at its own expense, and hold Company harmless against any claim, suit or action against Company brought by a third party to the extent that such claim, suit or action arises from (i) Provider’s failure to comply with or violation of any applicable law or regulation, (ii) Provider’s infringement of any third party’s Intellectual Property Right, (iii) Provider’s use of any Data, (iv) Provider’s services and provision of any care to any patient, or (v) Excluded Claims (each, a “Company Claim”), and Provider will indemnify Company harmless from liability incurred by Company that is specifically attributable to such Company Claim or those costs and damages agreed to in a monetary settlement of such Company Claim.  

4. Procedure. The foregoing obligations are conditioned on the party seeking indemnification:  (i) promptly notifying the other party in writing of such claim; (ii) giving the other party sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at other party’s request and expense, assisting in such defense. Neither party may make any public announcement of any claim, defense or settlement without the other party’s prior written approval. The indemnifying party may not settle, compromise or resolve a claim without the consent of the indemnified party, if such settlement, compromise or resolution causes or requires an admission or finding of guilt against the indemnified party, imposes any monetary damages against the indemnified party, or does not fully release the indemnified party from liability with respect to the claim.

10.  LIMITATION OF LIABILITY.

1. IN NO EVENT WILL COMPANY BE LIABLE TO PROVIDER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, DATA, GOODWILL OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF SOUNDSELF. WITHOUT LIMITING THE FOREGOING, COMPANY WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF SOUNDSELF, ITS FUNCTIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH SOUNDSELF. COMPANY’S TOTAL CUMULATIVE LIABILITY TO PROVIDER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL ORDER FORMS, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). 

2. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.  THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11.  COMPLIANCE WITH LAWS.

Provider will comply fully with all applicable laws, including all applicable laws relating to bribery or corruption, and export laws and regulations of the United States and any other country (“Export Laws”) where Provider uses any of Soundself. Provider represents and warrants that it is not (a) located in, or a resident or a national of, a restricted country; or (b) on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. Provider further represents and warrants that it shall not export, re-export, ship, or transfer SoundSelf to any restricted countries or restricted end users or use SoundSelf in any restricted countries or for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses. Provider understands that the requirements and restrictions of the Export Laws may vary depending on the specific SoundSelf and may change over time, and that, to determine the precise controls applicable to SoundSelf, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.

12.  CHOICE OF LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction.  The parties agree that neither the Uniform Computer Information Transaction Act (UCITA) nor the United Nations Convention on Contracts for the International Sale of Goods shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated. 

13.  BINDING ARBITRATION AND CLASS ACTION WAIVER.  

a. ALL CLAIMS (AS DEFINED ABOVE) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT PROVIDER MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF PROVIDER’S CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

b. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, Provider agrees that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

c. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. PROVIDER HEREBY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

d. Notwithstanding anything to the contrary, each party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 14.

e. If Company implements any material change to this Section 14, such change shall not apply to any claim for which Provider provided written notice to Company before the implementation of the change. The prevailing party shall recover its reasonable attorneys’ fees, expert fees, costs including arbitration costs and fees.

14.  GENERAL.

All notices required or permitted under this Agreement hereto will be in writing and delivered in person, by email to the address designated by Provider from time to time, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. Provider may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. Any attempt to assign this Agreement other than as permitted herein shall be null and void. Provider acknowledges that Company may assign, subcontract or delegate any of its rights or obligations under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties relating only to the subject matter of SoundSelf, including Confidential Information, and shall supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to such subject matter. This Agreement is limited to the use of SoundSelf, Data and Confidential Information and as such, this Agreement is separate from and shall have no effect on any other agreement Provider may have with Company. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. For the purposes of this Agreement, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” Any prevention of or delay in performance by Company hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.

The duly authorized representatives of Provider and Company have read the foregoing and all documents incorporated therein, and agree and accept such terms effective as of the Effective Date.