License Agreement & Terms of Service

1. Definitions

"Organization" means the performing arts group, educational institution, or other entity that has subscribed to the Service and created a workspace for its members.

"Administrator" means a User who has been granted administrative privileges within an Organization, including the ability to manage members, settings, content, and billing.

"Member" means a User who has been invited to and has joined an Organization's workspace.

"Content" means any text, messages, files, images, audio, video, documents, or other materials uploaded, submitted, posted, or transmitted through the Service.

"Subscription" means the paid plan selected by an Organization that determines the features, member limits, and storage available to that Organization.

2. License Grant

2.1 License to Use the Service

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal organizational purposes in accordance with your Subscription tier.

2.2 Restrictions

You may not: (a) copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service or any part thereof; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service; (c) remove, alter, or obscure any proprietary notices, labels, or marks on the Service; (d) use the Service to develop a competing product or service; (e) access the Service through automated means (bots, scrapers, crawlers) except through our published APIs; (f) use the Service in violation of any applicable law or regulation; or (g) interfere with or disrupt the integrity or performance of the Service.

2.3 iOS Application

The Sonora iOS application is licensed, not sold, to you. Your use of the iOS application is also subject to Apple's Licensed Application End User License Agreement, available at apple.com/legal/internet-services/itunes/dev/stdeula. In the event of a conflict between this Agreement and Apple's terms, this Agreement shall govern to the extent permitted by Apple's terms.

3. Accounts and Organizations

3.1 Account Registration

You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3.2 Organization Accounts

Organization Administrators are responsible for: (a) managing member access and permissions; (b) ensuring members comply with this Agreement; (c) maintaining accurate billing information; (d) determining content retention policies within their Organization; and (e) obtaining any necessary consents from members, including parental consent for minors participating in youth programs.

3.3 Minimum Age

You must be at least 13 years of age to create an account on the Service. Users between 13 and 18 years of age must have parental or guardian consent and must be members of an Organization that has assumed responsibility for their participation. Organization Administrators are responsible for ensuring compliance with applicable age-related requirements.

4. Subscriptions and Payment

4.1 Subscription Tiers

The Service is offered under tiered Subscription plans based on Organization member count. Current tiers, pricing, and features are published on our website at sonora.is/pricing. We reserve the right to modify pricing with 30 days' advance notice.

4.2 Billing

Subscriptions are billed monthly or annually, as selected by the Organization Administrator. Annual subscriptions include a discount equivalent to two months free. All fees are stated in Canadian dollars (CAD) unless otherwise indicated and are non-refundable except as expressly stated in this Agreement or required by applicable law.

4.3 Payment Processing

Payment is processed by Stripe, Inc. By providing payment information, you agree to Stripe's terms of service. You authorize us to charge your designated payment method for all fees associated with your Subscription.

4.4 Free Trial

We may offer a free trial period at our discretion. At the end of a free trial, your Subscription will automatically convert to a paid plan unless cancelled before the trial expires.

4.5 Cancellation

You may cancel your Subscription at any time through the Service or by contacting us. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of the paid period. No partial refunds will be issued for unused time within a billing cycle.

4.6 Overdue Payments

If payment fails, we will attempt to collect payment for up to 14 days. If payment remains unsuccessful, we may suspend access to the Service. Organization data will be retained for 30 days following suspension, after which it may be permanently deleted.

5. Content and Intellectual Property

5.1 Your Content

You retain all ownership rights in Content you upload to the Service. By uploading Content, you grant us a limited, non-exclusive, worldwide, royalty-free license to store, process, transmit, display, and distribute your Content solely as necessary to provide the Service to you and your Organization. This license terminates when you delete your Content or your account, except as required for backup and archival purposes.

5.2 Organization Content

Content uploaded to an Organization workspace (including messages, files, rehearsal tracks, sheet music, and other materials) is owned by the respective content creator or rights holder. Organization Administrators may manage, organize, and remove Content within their Organization's workspace in accordance with their organizational policies.

5.3 Responsibility for Content

You are solely responsible for all Content you upload, transmit, or share through the Service. You represent and warrant that: (a) you own or have the necessary rights, licenses, and permissions to upload and share such Content; (b) your Content does not infringe or violate the intellectual property, privacy, or other rights of any third party; and (c) your Content complies with all applicable laws.

5.4 Music and Media Rights

Organizations are responsible for ensuring they hold appropriate licenses and permissions for any copyrighted musical works, sheet music, recordings, or other media distributed through the Service. Sonora is a hosting and distribution platform and does not grant or imply any music performance, mechanical, synchronization, or reproduction licenses.

5.5 Our Intellectual Property

The Service, including its design, features, code, graphics, logos, trademarks, and documentation, is owned by Sonora and protected by intellectual property laws. Nothing in this Agreement grants you any right, title, or interest in our intellectual property except the limited license granted in Section 2.

5.6 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback without obligation or compensation to you.

6. Acceptable Use

You agree not to use the Service to:

(a) Upload, transmit, or distribute Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable;

(b) Impersonate any person or entity, or falsely claim an affiliation with any person or entity;

(c) Upload malware, viruses, or other harmful code;

(d) Attempt to gain unauthorized access to the Service, other user accounts, or any systems or networks connected to the Service;

(e) Interfere with or disrupt the Service or servers or networks connected to the Service;

(f) Harvest or collect personal information of other users without their consent;

(g) Use the Service for spam, unsolicited messaging, or commercial solicitation outside your Organization;

(h) Use the Service in any manner that could damage, disable, overburden, or impair the Service; or

(i) Violate any applicable local, state, national, or international law or regulation.

We reserve the right to investigate violations of this Section and may suspend or terminate accounts that violate these terms.

7. Third-Party Services and Integrations

The Service may integrate with or contain links to third-party services. These third-party services are governed by their own terms and privacy policies. We are not responsible for the availability, accuracy, or content of third-party services, and your use of such services is at your own risk.

8. Availability and Support

8.1 Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

8.2 Modifications to the Service

We reserve the right to modify, update, or discontinue any feature or aspect of the Service at any time. For material changes that negatively affect your use of the Service, we will provide reasonable advance notice.

8.3 Support

Support is available via email at support@sonora.is. Response times and support levels may vary by Subscription tier.

9. Privacy and Data Protection

Your use of the Service is also governed by our Privacy Policy. By using the Service, you consent to the collection and use of information as described in the Privacy Policy.

9.1 Data Processing

Organization Administrators act as data controllers for their Organization's member data. Sonora acts as a data processor, processing member data on behalf of the Organization in accordance with this Agreement and our Privacy Policy.

9.2 Data Security

We implement commercially reasonable technical and organizational measures to protect your data. Details of our security practices are described in our Privacy Policy.

10. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Service is free of viruses or other harmful components.

No advice or information, whether oral or written, obtained from us or through the Service shall create any warranty not expressly stated in this Agreement.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Sonora, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising out of or in connection with: (a) your access to or use of (or inability to access or use) the Service; (b) any content obtained from or through the Service; (c) unauthorized access, use, or alteration of your content or data; or (d) any other matter relating to the Service.

Our total aggregate liability for all claims arising out of or relating to this Agreement or the Service shall not exceed the greater of (a) the amount you paid to us in the twelve (12) months preceding the claim or (b) one hundred Canadian dollars (CAD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Sonora and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Service; (b) your Content; (c) your violation of this Agreement; (d) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (e) any claim that your Content caused damage to a third party.

13. Termination

13.1 Termination by You

You may terminate your account at any time by contacting us or through the Service settings. Organization Administrators may terminate their Organization's account, which will affect all Members.

13.2 Termination by Us

We may suspend or terminate your account or access to the Service at any time, with or without cause, with or without notice. Grounds for termination include, but are not limited to: violation of this Agreement, non-payment, fraudulent or illegal activity, or conduct that harms other users or the Service.

13.3 Effect of Termination

Upon termination: (a) your license to use the Service immediately terminates; (b) you must cease all use of the Service; (c) we may delete your account data after the applicable retention period described in our Privacy Policy; and (d) provisions of this Agreement that by their nature should survive termination shall survive, including Sections 5 (Content and Intellectual Property), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 14 (Governing Law).

14. Governing Law and Dispute Resolution

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

14.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement or the Service shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days of written notice, either party may pursue resolution through binding arbitration administered under the Arbitration Act (Alberta). The arbitration shall take place in Calgary, Alberta. Each party shall bear its own costs of arbitration.

14.3 Class Action Waiver

To the extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

14.4 Exceptions

Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and Sonora regarding the Service and supersedes all prior agreements and understandings.

15.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer this Agreement or your rights hereunder without our prior written consent. We may assign this Agreement without restriction.

15.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under this Agreement due to causes beyond our reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or failures of third-party services.

15.6 Notices

We may provide notices to you through the Service, by email to the address associated with your account, or by other reasonable means. You may provide notices to us at legal@sonora.is.

15.7 Modifications

We reserve the right to modify this Agreement at any time. We will provide notice of material changes by posting the updated Agreement on the Service and updating the "Last Updated" date. For material changes, we will also notify Organization Administrators via email at least 30 days in advance. Your continued use of the Service after such changes constitutes acceptance of the modified Agreement.

16. Apple App Store Additional Terms

The following terms apply to your use of the Sonora iOS application downloaded from the Apple App Store:

(a) This Agreement is between you and Sonora, not Apple. Sonora is solely responsible for the iOS application and its content.

(b) Apple has no obligation to provide maintenance or support services for the application.

(c) In the event of any failure of the application to conform to applicable warranties, you may notify Apple for a refund of the purchase price (if any). Apple has no other warranty obligation with respect to the application.

(d) Apple is not responsible for addressing any claims relating to the application, including product liability claims, consumer protection claims, or intellectual property infringement claims.

(e) Apple and its subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance, will have the right to enforce this Agreement against you as a third-party beneficiary.

17. Contact Us

If you have questions about this Agreement, please contact us at: