US Pilot Agreement Terms

Sona grants Customer a free, non-exclusive, non-transferable, revocable right to access and use Sona's software specified in the Commercial Terms (the Software) solely for Customer's internal evaluation during the Pilot Period. Customer shall be entitled to use the Software in accordance with its Licenses. Customer shall not sublicense, resell, or use the Software for any production or commercial purpose. The parties acknowledge that an implementation period applies at the outset, and the Software will become accessible to Customer once that implementation is complete.

To the extent Sona processes personal information (as defined under applicable U.S. state privacy laws, the State Privacy Laws) on Customer's behalf under this Pilot Agreement, Sona is a service provider/processor and shall: (a) process such personal information only to provide the Software and for no other purpose, and not retain, use, or disclose it outside the direct business relationship with Customer or for any commercial purpose other than providing the Software; (b) not sell or share such personal information; (c) not combine it with other personal information except as permitted by the State Privacy Laws; (d) provide the level of privacy protection required of service providers under, and comply with its applicable obligations under, the State Privacy Laws; and (e) notify Customer if it determines it can no longer meet these obligations. Customer may take reasonable and appropriate steps to ensure Sona's use of personal information is consistent with Customer's obligations under the State Privacy Laws.

Each party (the receiving party) shall keep confidential all non-public information disclosed by the other party (the disclosing party) in connection with this Pilot Agreement, including the Software and any evaluation results, and shall use it only to exercise its rights or perform its obligations under this Pilot Agreement. The receiving party shall protect such information with at least reasonable care and shall not disclose it to any third party, except to those of its personnel and advisors who need to know it and are bound by confidentiality obligations. This clause does not apply to information that is or becomes public through no fault of the receiving party, is lawfully obtained from a third party without restriction, or is required to be disclosed by law (in which case the receiving party shall, where lawful, give the disclosing party reasonable prior notice).

This Pilot Agreement begins on the date that the last party to sign this Pilot Agreement does so and continues for the Pilot Period, unless the Pilot Period is extended by the parties' agreement in writing. Either party may terminate this Pilot Agreement at any time, with or without cause, on five (5) days' prior written notice to the other. On expiration or termination, Customer's right to use the Software ends and Customer shall stop all use. Any provisions that by their nature should survive termination survive termination. On termination, Sona shall promptly return all of the Customer's data to Customer, subject to a long-term, future agreement regarding the Software being agreed by the parties (see below).

The Software is provided "AS IS" and "AS AVAILABLE" for evaluation only. To the maximum extent permitted by law, Sona disclaims all warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Except for liability that cannot be excluded or limited under applicable law: (a) neither party will be liable for any indirect, special, incidental, exemplary, punitive, or consequential damages arising out of or relating to the Pilot Agreement, however caused and on any theory of liability; and (b) Sona's total aggregate liability arising out of or relating to the Pilot Agreement will not exceed fifty thousand US dollars (US$50,000). These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

This Pilot Agreement governs the pilot only and places no obligation on either party to enter into any further arrangement. Any continued use of the Software after the Pilot Period will be subject to the parties entering into a further agreement based on Sona's then-current standard form agreement. Notices under this Pilot Agreement must be in writing and sent to the email or postal address notified by the recipient for this purpose (or to such other address as that party later notifies in writing). A notice is deemed given when delivered. This Pilot Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.