TERMS OF SERVICE

1. Acceptance of These Terms

These Terms of Service (the "Terms") are a binding agreement between you and Sonar Bloom App LLC, a Wyoming limited liability company ("SonarBloom", "we", "us", "our"), governing your access to and use of the SonarBloom website, Shopify app, Meta/Facebook app, APIs, and related services (collectively, the "Service").

By creating an account, installing our Shopify app, connecting a social account, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization.

Important: Section 17 contains a binding arbitration agreement and a class-action waiver that affect your legal rights. Please read it carefully.

2. The Service

SonarBloom helps e-commerce brands monitor and organize mentions of their products on Instagram and TikTok, and helps creators share content insights with brands they collaborate with. Specific features and limits are described in our documentation and at sonarbloom.com/pricing, and may change over time.

3. Eligibility and Accounts

You must be at least 18 years old and legally able to enter into a contract. You must provide accurate registration information and keep it current. You are responsible for all activity under your account and for keeping your credentials confidential. Notify us immediately at [email protected] if you suspect unauthorized access.

4. Subscriptions, Billing, and Auto-Renewal

4.1 Plans and fees

Paid plans and their fees are described at sonarbloom.com/pricing. We may change fees with at least 30 days' notice; changes take effect at the start of your next billing cycle.

4.2 Billing for Shopify App Store customers

If you install SonarBloom through the Shopify App Store, all charges are processed through Shopify's Billing API and appear on your Shopify invoice. Cancellation is handled by uninstalling the app from your Shopify admin. Shopify's terms govern payment processing and your refund rights with Shopify.

4.3 Billing for direct customers

If you sign up directly (not via Shopify), payment is processed by Stripe. By providing payment information, you authorize us to charge the payment method you designate for all fees owed.

4.4 Auto-renewal (important for California and other consumer-protection states)

Unless you cancel, your subscription will automatically renew at the end of each billing cycle (monthly or annual, based on the plan you selected) and your payment method will be charged the then-current fee for the same plan. You can cancel at any time and cancellation takes effect at the end of the then-current billing period. No partial-period refunds are provided except as required by law. To cancel: (a) Shopify customers uninstall the app in the Shopify admin; (b) direct customers cancel from the account settings page or by emailing [email protected].

4.5 Free trials

If we offer a free trial, we will disclose the trial length and the renewal price before you start the trial. Unless you cancel before the trial ends, you will be charged for the first paid period.

4.6 Refunds

Except as required by applicable law or expressly stated by us in writing, fees paid are non-refundable. We may, at our discretion, issue a refund for a billing error or a service failure materially attributable to us. Refund requests: [email protected].

4.7 Taxes

Fees do not include taxes. You are responsible for any applicable sales, use, value-added, or similar taxes except taxes on our net income.

4.8 Late payments

If a direct-billed invoice is more than 15 days overdue we may suspend or terminate your access until payment is received.

5. Your Content and License to Us

"Your Content" means any data, content, materials, or information you provide to the Service or that you authorize us to retrieve on your behalf from third-party platforms (such as Shopify, Meta, or TikTok). You retain all rights in Your Content. To provide the Service, you grant us a worldwide, non-exclusive, royalty-free, sublicensable (to our sub-processors only) license to host, store, copy, transmit, display, process, and analyze Your Content solely for the purposes of operating, maintaining, securing, improving, and providing the Service to you. This license ends when Your Content is deleted from the Service, except for backup copies retained for a limited time as described in our Privacy Policy.

You represent and warrant that you have all rights, consents, and authorizations necessary for us to process Your Content, including the rights to access the third-party platforms from which Your Content is retrieved.

6. Acceptable Use

You agree not to:

• Use the Service to violate any law or any third party's rights
• Harass, defame, dox, stalk, or send unsolicited mass communications to creators or any other person
• Scrape, copy, or resell data obtained through the Service, or build a competing product using it
• Circumvent or exceed the rate limits, quotas, or terms imposed by Meta, TikTok, Shopify, Stripe, or any other third-party platform we integrate with
• Reverse-engineer, decompile, or attempt to extract source code from the Service, except where this prohibition is prohibited by law
• Upload or transmit viruses, malware, or other harmful code
• Interfere with, probe, or disrupt the integrity of the Service, our infrastructure, or other users' use of the Service
• Use the Service to collect personal information about minors
• Misrepresent your identity or affiliation with any person or organization
• Share your account credentials or allow others to access your account except authorized team members

You must also comply with the terms of any third-party platform whose data you access through the Service, including Meta's Platform Terms and Developer Policies, TikTok's Developer Terms, and Shopify's Partner Program Agreement and API License.

7. Our Intellectual Property

The Service, including all software, design, text, graphics, logos, and all improvements to and derivative works of the foregoing, is owned by SonarBloom or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of these Terms, subject to your compliance with them. No other rights are granted by implication.

8. Feedback

If you send us feedback, ideas, or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose, without attribution or compensation.

9. Third-Party Platforms and Service Availability

The Service depends on third-party platforms and APIs, including Shopify, Meta (Facebook and Instagram), TikTok, and Stripe. Those platforms may change, limit, throttle, revoke, or discontinue their APIs or services at any time, which may impair or prevent parts of the Service from working. We do not control these platforms and are not responsible for changes they make. Service downtime or impairment caused by a third-party platform is not a breach of these Terms.

We aim to keep the Service available, but we do not guarantee any specific uptime unless we have signed a separate written service-level agreement with you.

10. Termination

You may stop using the Service and cancel your subscription at any time (see Section 4.4). We may suspend or terminate your access, with or without notice, if:

• You materially breach these Terms
• You fail to pay fees when due
• We are required to do so by law, by a third-party platform, or to protect the Service or other users
• You file or have filed against you a bankruptcy petition

On termination, your right to access the Service ends. We will delete Your Content in accordance with our Privacy Policy and data-retention schedule, subject to legal obligations and to backup-retention windows. Sections 5 (last paragraph), 7, 8, 11–20 survive termination.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DATA DELIVERED BY THE SERVICE IS COMPLETE OR ACCURATE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SONARBLOOM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW.

13. Indemnification

You will defend, indemnify, and hold harmless SonarBloom and its officers, directors, employees, and agents from any claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service, (b) Your Content, (c) your breach of these Terms, or (d) your violation of any law or any third party's rights, including the terms of any third-party platform you access through the Service. We may assume exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us.

14. Export and Sanctions

You may not use the Service if you are located in, ordinarily resident in, or a national of a country subject to a U.S. government embargo, or if you are on any U.S. government list of prohibited or restricted parties. You represent that you are not and will not become such a person.

15. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, epidemics, pandemics, labor disputes, governmental actions, or failures of the internet or of third-party infrastructure or platforms.

16. Changes to the Service and to These Terms

We may update the Service and these Terms from time to time. If we make material changes to these Terms, we will give you at least 30 days' advance notice (for example, by email to the address on file or by a prominent in-app notice) before the changes take effect. If you do not agree to the updated Terms, your remedy is to stop using the Service and cancel your subscription before the effective date. Continued use of the Service after the effective date constitutes acceptance.

17. Binding Arbitration and Class-Action Waiver

Please read this Section carefully. It requires you and SonarBloom to resolve disputes through binding individual arbitration and limits the way you can seek relief from us.

17.1 Informal resolution first

Before filing a claim, you agree to try to resolve the dispute informally by sending a written notice of dispute to [email protected] describing the nature of the claim and the relief sought. We will try to resolve the dispute informally for at least 60 days after notice is received. You may pursue a claim in arbitration only if the dispute is not resolved within that period.

17.2 Binding arbitration

Except as set out below, any dispute, claim, or controversy arising out of or relating to the Service or these Terms will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (for consumers) or Commercial Arbitration Rules (for businesses), as applicable. The arbitration will be conducted in English. The seat of arbitration will be Sheridan, Wyoming, but you may elect to appear remotely. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

17.3 Class-action waiver

You and SonarBloom each agree that any proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class-action waiver is found unenforceable, the remainder of this Section 17 is severable and will not apply.

17.4 Exceptions

Either party may (a) bring a claim in small-claims court if it qualifies, or (b) seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual-property rights or unauthorized access to the Service.

17.5 Opt-out

You may opt out of this arbitration agreement by sending a written notice to [email protected] within 30 days of first accepting these Terms. The notice must include your name, your account email, and an unambiguous statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

18. Governing Law and Venue

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. To the extent a claim is not subject to arbitration under Section 17, the state and federal courts located in Sheridan County, Wyoming have exclusive jurisdiction, and you and we consent to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Nothing in this Section deprives a consumer of mandatory protections under the consumer laws of their country of residence.

19. Miscellaneous

19.1 Entire agreement

These Terms, together with our Privacy Policy and any order form, data processing addendum, or other document we both sign, are the entire agreement between you and us and supersede any prior agreements.

19.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

19.3 No waiver

Our failure to enforce any right or provision is not a waiver of that right or provision.

19.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.

19.5 Notices

We may give notice to you by email to the address associated with your account, or by posting a notice in the Service. You must give notice to us at [email protected].

19.6 Relationship of the parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

19.7 No third-party beneficiaries

These Terms do not create any third-party-beneficiary rights.

20. Contact

For questions about these Terms, please contact us: