Customer Content means any Intellectual Property provided by Customer or its agents for incorporation into the Web Services, including, but not limited to, any data, images, programming, computer code, photographs, illustrations, graphics, audio clips, video clips, or text.  Customer will deliver the Customer Content to SonarNetworks in an electronic file format specified and accessible by SonarNetworks (e.g., .txt, .gif, .jpg).  SonarNetworks will only use the Customer Content in the form provided by Customer. SonarNetworks will use the Customer content solely to provide the Web Services. All Intellectual Property rights in the Customer Content are and will remain the sole and exclusive property of Customer or its third party licensors.

Proprietary or Confidential Information means, with respect to the parties, all information or material that (i) gives that party some competitive business advantage or the opportunity of obtaining advantage or the disclosure of which could be detrimental to the interests of that party; or (ii) which is either (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (B) known by the parties to be considered confidential and proprietary or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. SonarNetworks's Proprietary or Confidential Information will remain the sole and exclusive property of SonarNetworks. Customer’s Proprietary or Confidential Information will remain the sole and exclusive property of Customer. Neither party will have any obligation with respect to confidential information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) subject to disclosure under court order or other lawful process. Documentation means written materials describing the Web Services as are provided by SonarNetworks to Customer under this Agreement.

Intellectual Property means all inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), moral rights, mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and all other subject matter protectable under patent, copyright, moral right, mask work, trademark, trade secret, or other laws, including without limitation all new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, artwork, software, programming, applets, scripts, and designs. Web Services means the Internet related services to be provided by SonarNetworks to Customer, as more particularly described in Exhibit A. SonarNetworks may, in its sole discretion, retain third parties to provide any of the Web Services.
               
Customer Responsibilties. (This section explains the use of customer content in the web services)
Use of Intellectual Property. Upon SonarNetworks's request, Customer will promptly provide SonarNetworks with print-ready or electronic copies of all Customer Content reasonably necessary for SonarNetworks to provide the Web Services under this Agreement. Customer hereby grants to SonarNetworks a limited, non-exclusive, non-transferable, royalty free license to use Customer content in connection with marketing, selling, and providing Web Services for the Customer. SonarNetworks will only use the Customer Content as permitted by Customer. Upon termination of this Agreement, SonarNetworks will, at its option, either destroy or return to Customer all Customer Content. No additional rights to the Customer Content are granted to SonarNetworks under this Agreement.

Termination. This Agreement will terminate: (a) On the thirtieth (30th) day after either party gives the other written notice of a breach by the other of any material term or condition of this Agreement, unless the breach is cured before that day; or (b) Upon written notice by either party, immediately, if (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes a general assignment for the benefit of its creditors; or (iii) any proceedings (whether voluntary or involuntary) are commenced against the other party under any bankruptcy or similar law and such proceedings are not vacated or set aside within sixty (60) days from the date of commencement thereof. From and after termination: (This section explains what happens if you stop using the service)

Upon termination by Customer, all past due sums owed to SonarNetworks by Customer, and/or any contracted third party of Customer, will become immediately due and payable upon the effective date of termination.  Licenses granted hereunder will terminate. Upon termination hereunder, each party will immediately cease use of all Proprietary or Confidential Information belonging to the other party and will irretrievably delete and/or remove such items from all computer hardware and storage media, including backups.

Termination/Suspension.  SonarNetworks may suspend or terminate (as appropriate) use of the Web Services at any time without prior notice in order to: (i) prevent damages to, or degradation of, SonarNetworks's Internet network integrity; (ii) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; (iii) otherwise protect SonarNetworks from potential legal liability; or (iv) address a violation of the Acceptable Use Policy.  SonarNetworks will use commercially reasonable efforts to notify Customer of the reason(s) for the suspension/termination action as soon as reasonably practicable after any action.  If suspended, SonarNetworks will promptly restore use of the Web Services to the Customer as soon as the event giving rise to the suspension has been resolved. 

Confidentiality. The parties will hold each other’s Proprietary or Confidential Information in strict confidence.  The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party agrees to take all reasonable steps to ensure that Proprietary or Confidential Information of either is not disclosed or distributed by its employees, or consultants in violation of the provisions of this Agreement.

Force Majeure.  Except for the payment of money as described in (Payment Obligations) of this Agreement, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions.

Notices.  All notices, demands or consents given under this Agreement will be in writing and will be deemed given when delivered personally, or twelve (12) days after deposit in the mail (certified or registered mail), or four (4) days after being sent by courier, or immediately after being sent by facsimile, to the receiving party at the address stated on page one of this Agreement or at such other address given by either party to the other in writing.

General  Waiver.  No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed by the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

Servability.  If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provisions and the remainder of this Agreement will remain in full force. Database Information.  SonarNetworks has the right to access for its business purposes information collected from End Users and clients in connection with rendering the Web Services.

Choice of Law and Venue.  This Agreement is governed by and construed in accordance with the laws of the State of California. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement. All actions or proceedings arising in connection with this Agreement will be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Los Angeles, California  This Agreement constitutes the entire agreement between the parties and supersedes all prior or simultaneous representations, negotiations, and agreements, whether written or oral, and all industry customs or trade practices. Neither party has executed this Agreement by reason of or in reliance on any representations which are not fully stated in this Agreement.
Modification.  Except as provided in (Reservation of Rights), this Agreement may be modified only by writing that refers to this Agreement and is signed by both parties. Allocation of Risk.  The Sections on limitations of liability, warranties, and disclaimer of warranties allocate the risks in the Agreement between the parties. This allocation is reflected in the pricing of the Web Services and is an essential element of the basis of the bargain between the parties.

Survival.  No action by Customer or SonarNetworks arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.

Assignment. Either party may not assign this Agreement without the prior written consent of the other except as follows:

A. SonarNetworks may assign this Agreement provided the assignment (i) is in writing, and (ii) states that the assignee is accepting all obligations of SonarNetworks under this Agreement and agrees to be bound by and discharge the Agreement’s terms, conditions, and obligations as if it were the original party hereto.

B. Customer may assign this Agreement to a parent or subsidiary corporation, or in the event of an affiliation, merger, acquisition, sale or disposition of substantially all of its assets, provided such assignment (i) is in writing and (ii) states that the assignee is accepting all obligations of Customer under this Agreement and agrees to be bound by and discharge each of the Agreement’s terms, conditions, and obligations as if it were the original party hereto. Independent Contractor.  Customer acknowledges that they are at all times acting as an independent contractor under this Agreement and except as specifically provided herein, not as an agent, employee, or partner of SonarNetworks.  Neither party has authority, express or implied, to make any obligation or commitment on behalf of the other.  

Attorney’s Fees.  In any action/arbitration brought under this Agreement, the prevailing party will be entitled to recover its actual costs and reasonable attorneys’ fees and all other litigation costs, including expert witness fees, and all actual attorneys’ fees and costs incurred in connection with the enforcement of a judgment arising from any action or proceeding.

Web Services Acceptable Use Policy:  At SonarNetworks, we value our Web services; Web hosting and e-commerce customers and wish to provide them with a positive experience.  Our goal is to offer our Web services customer the ability to use and enjoy the services provided by SonarNetworks (the "Services").  To help SonarNetworks offer its customers the best Services possible, all customers need to follow the same rules and guidelines.  These policies are intended to make the Services available to all our customers as consistently and efficiently as possible.  Although SonarNetworks does not monitor your use of the Services, you are obligated to adhere to these policies.  These policies are used in conjunction with your Web Services Agreement.  Violating any of these policies grants SonarNetworks the authority to take the appropriate action to restrict or terminate your access to the Services.  SonarNetworks reserves the right in its sole discretion to restrict access to or to remove any content for any reason, including but not limited to, your violation of any laws or the terms and conditions of the Web Services Agreement or this Acceptable Use Policy. This Acceptable Use Policy describes certain actions relating to the content and operation of your Web site that SonarNetworks considers to be inappropriate and thus prohibited. The examples identified in this list are in addition to the content identified in the Web Services Agreement and are provided solely for your guidance. If you are unsure whether any contemplated use or action is permitted, please contact SonarNetworks.  SonarNetworks's right to remove inappropriate content under this Policy will not place an obligation on SonarNetworks to monitor or exert editorial control over your Web site.

Inappropriate actions. Actions that SonarNetworks considers inappropriate and grounds for restriction of access to or removal of offending material or termination of Services include, but are not limited to, the following: Using the Services to sell any products or services that are unlawful in the location at which the content is posted or received or the products or services delivered; Using the Services to post any content that is obscene, lewd, lascivious, pornographic, harassing, or otherwise objectionable. SonarNetworks does not allow the sending of unsolicited messages through the system. "Spam," is strictly prohibited.  Using the Services to post any content that holds SonarNetworks (including its affiliates), employees or shareholders up to public scorn or ridicule or would in anyway damage or impair SonarNetworks's reputation or goodwill. Using the Services to post any content that violates any copyrights, patents, trademarks, trade secrets, or other intellectual property rights of others

Intellectual Property Rights.  Material accessible to you through the Services may be subject to protection under the United States or other copyright laws or laws protecting trademarks, trade secrets, or proprietary information.  You must use the Services strictly in accordance with all federal, state, and local laws, ordinances, and regulations.

Privacy Policy.  SonarNetworks collects certain types of information about our customers, such as contact and financial information, demographic and profile data, and Internet Protocol (IP) addresses.  It may be necessary for SonarNetworks employees to examine system accounting logs and other records to resolve system problems.  SonarNetworks reserves the right to access your data if necessary to resolve system problems or mail-system errors.  The SonarNetworks Privacy Policy demonstrates our commitment to protecting the privacy of our customers and outlines the practices for gathering and disseminating customer information.  SonarNetworks's Privacy Policy may be found at www.SonarNetworks.com.  You should be aware that the Internet is neither more nor less secure than other common communications media.  SonarNetworks makes no guarantee and assumes no liability for the security of any data on any server including "secure servers." SonarNetworks does not assume any responsibility for the security of your communications transmitted over SonarNetworks's facilities or any facilities of third parties that SonarNetworks may contract with to provide the Services.  A message is considered unsolicited if it is posted in violation of a newsgroup charter or if it is sent to a recipient who has not requested or invited the message.  E-mail that is relayed from any third party’s mail servers without the permission of that third party, or which employs similar techniques to hide or obscure the source of the E-mail, is also an unauthorized use of the SonarNetworks network.

Storage Capacity Allocation.  Your storage space on the Services includes a prescribed amount of storage space associated with the service plan you have selected. See Exhibit A.
 
Bandwidth Usage Allocation. In the sole discretion of SonarNetworks, if you require bandwidth usage that is excessive in comparison to other SonarNetworks customers, SonarNetworks may impose additional charges for this bandwidth usage.

Network Security.  You may not use SonarNetworks's network or any third party networks contracted by SonarNetworks to circumvent user authentication or interfere with the security of any host, network, or account.  This includes, but is not limited to, accessing data not intended for you, logging into a server or account you are not authorized to access, password cracking, probing the security of other networks in search of weaknesses, or violation of any other organization’s security policy.  You may not attempt to interfere with or deny service to any user, host, or network.  Any violation of network security may result in immediate termination of this Agreement.

Reactivation Charges.  If your account is temporarily inactivated as a result of any prohibited activities, your account maybe subject to reactivation charges and/or deposit requirements as determined by SonarNetworks.  SonarNetworks does not issue service credits for any outages incurred through service disablement resulting from legal or policy violations.

Assumption of Risk.  Use of any information obtained via the Services is entirely at your own risk.  SonarNetworks specifically denies any responsibility for the accuracy or quality of information obtained through our services.

End SonarNetworks Acceptable use policy.