Terms and Conditions of Sale

THESE SONOVA USA INC. TERMS AND CONDITIONS OF SALE (“TERMS & CONDITIONS”) ARE INTENDED FOR HEARING CARE PROFESSIONALS, AND ARE NOT INTENDED FOR INDIVIDUAL CONSUMERS WHO PERSONALLY USE SONOVA PRODUCTS. CONSUMERS SHOULD PURCHASE SONOVA PRODUCTS ONLY FROM HEARING CARE PROFESSIONALS.

Sonova USA Inc. (“Sonova USA”) is part of the Sonova group of companies operating around the world (collectively, “Sonova Group”). Sonova Group is a leading manufacturer of innovative hearing care solutions and consumer hearing products. Through Sonova USA’s core business brands, Phonak and Unitron, we offer our customers one of the most comprehensive hearing product portfolios in the industry. We also offer our hearing care professional customers access to certain consumer hearing products under the licensed Sennheiser brand.

All amendments and updates to these Terms & Conditions are effective immediately upon notice, which we may give by any means, including but not limited to, by posting notice of the revision(s) and/or the revised Terms & Conditions on this homepage (“Website”).

Sonova USA believes the best treatment plan for individuals with hearing loss is delivered through licensed hearing care professionals. Sonova USA reserves the right to deny the supply of hearing instruments to any party that omits the involvement of licensed professionals.

As an essential component to the highest patient satisfaction with hearing technology, the licensed professional provides patients counseling, technology selection, professional fitting and verification of operation and benefit of our technology. Hearing instruments sold via the internet, catalog or mail order without the involvement of a licensed professional may provide suboptimal benefit.

While Sonova USA provides technical product training and marketing support, the care and treatment of your clients remains exclusively your responsibility. Whether a hearing instrument is appropriate, and which hearing instrument is appropriate for a client, is based upon your professional clinical judgment. You are responsible for ensuring that you and your employees and agents maintain all necessary and required professional licenses and certifications required for fitting, dispensing and marketing hearing instruments in your state and community. Sonova USA reserves the right to deny the supply of hearing instruments to any party that we believe has violated these mandates, or has engaged in activities that may compromise the best interest of the hearing-impaired consumer.

Fitting of Sonova USA products without face-to-face consultation (or a telehealth consultation provided in accordance with applicable state and federal law) with a licensed medical professional, audiologist or fitter shall void the Original Manufacturer’s Warranties unless authorized in writing by Sonova USA. Resale without Sonova USA approval to an entity known to fit Sonova USA products without face-to-face consultation shall constitute a material breach of these Terms & Conditions and also shall void the Original Manufacturer’s Warranties.

You must strictly comply with all use restrictions with respect to a product that may be set forth in these Terms & Conditions or in any Sonova USA catalogue or website, on the product, in any documentation or label accompanying the product or otherwise provided in writing to any user of the product (each a “Use Restriction”). Without limiting the foregoing, Use Restrictions include your agreement to comply with all policies and terms of use on this website, and all applicable federal and state laws and regulations including, without limitation, those applicable to the sale, resale and distribution of hearing devices.

Standard payment terms are net 30 days from invoice date. Sonova USA will assess a 1.5% interest charge per month or the highest rate permissible under applicable law, on all past due balances. In addition, you shall reimburse Sonova USA for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms & Conditions or at law (which Sonova USA does not waive by the exercise of any rights hereunder), we also may withhold shipment of new and pending orders until payment of all outstanding sums is made in full. Payment by Visa, Master Card, American Express or Discover is possible under the following conditions:

Your signature is on file with us and we have written permission to charge the month’s transactions to your credit card.
You have an adequate credit line to pay the complete Sonova USA monthly billing.
You will have 7 days from statement date to notify our credit department if there are discrepancies in the billing and to alter the amount charged to your credit card. Credit card charges may only be used on current transactions (within terms). Credit cards may not be used on past due balances.
A completed credit application is required to establish a line of credit with Sonova USA. Instruments can be purchased via “Cash With Order” or “Cash On Delivery” until an application is received and approved. If an account exceeds their established credit line amount or the past due balance exceeds 60 days, products may be shipped C.O.D., unless additional credit is established or special arrangements are made with our credit department. Returned C.O.D.s and returned checks are subject to a $50 administration fee.

A shipping charge per order will be assessed for standard shipping to cover shipping, handling and administrative costs. These charges are non-refundable and will not be credited on hearing instruments returned for credit. Expedited shipping may be requested and will be billed on your invoice. An additional charge may also be assessed on expedited shipments to cover further handling and administrative costs. Charges associated with expedited shipping are non-refundable and will not be credited on items that are returned.

As a service to you, Sonova USA’s standard mode of shipment is FedEx (FOB-Shipping Point).

Please note that shipping of devices containing lithium batteries may require special labeling, as required by federal law.

All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you. You shall be solely responsible for all such charges, costs and taxes; provided, however, that Sonova USA may (at its election) prepay on your behalf and add to the invoice any and all such taxes, duties and charges, which you agree to pay.

Sonova USA reserves the right at any time to introduce new products, discontinue the manufacture of any products and make changes in the design or construction of any of our products without incurring any obligation or liability whatsoever to you.

Sonova USA’s list prices are subject to change at any time without notice.

All orders are subject to Sonova USA’s approval and are not accepted until acknowledged in writing or the products described in the order are shipped. Orders shall be shipped to the business location(s) of purchaser as purchaser directs Sonova USA, in writing. In the event that Sonova USA does not have sufficient quantity of the ordered products on hand to meet its orders, Sonova USA may accept or decline such orders in such quantities as it determines in its sole discretion.

Sonova USA extends the warranties set forth in the product catalog applicable to Phonak, Unitron or Sennheiser branded products (“Product Catalogues”) as applicable to the products purchased hereunder, which warranties may include but are not necessarily limited to original product warranty, service warranty and/or extended warranty (collectively, the “Original Manufacturer’s Warranties”).

Warranty Coverage. The Original Manufacturer’s Warranties are given by Sonova USA only to the initial end user, patient, or client, as the case may be (“Your Customer(s)”). Other than the Original Manufacturer’s Warranties, Sonova USA provides to you no other warranties of any kind, whether express or implied. Any additional representation, promise or warranty you make is your sole obligation and will not be binding upon Sonova USA or any of its affiliates. You agree to indemnify, defend and hold Sonova USA and its affiliates harmless from and against any representation, promise, claim or warranty that you make that is asserted against us by any third party.

Notification and Remedy. Your Customers should report all requests for Original Manufacturer’s Warranty coverage directly to you. In turn, we ask that you promptly notify us. Please note that the Original Manufacturer’s Warranties do not cover misuse, abuse, or improper handling or storage either by you or your client. When a client requests warranty coverage, we ask that you inspect the device and ask your client to describe the problem experienced in detail. This will assist us if there are any questions concerning the warranty claim and also provide us with useful information about our products.

Your Representations to Sonova USA. You represent and warrant that: (1) you are appropriately licensed to sell and dispense any Sonova USA medical products you purchase from Sonova USA; (2) you are authorized to enter into these Terms & Conditions with us; and (3) you will conduct and perform your obligations under these Terms & Conditions consistent with all applicable federal, state, and local laws and regulations, and industry standards, rules and regulations, and good commercial practices.

Limitation of Liability. IN THE EVENT ANY WARRANTY OR REMEDY OFFERED BY SONOVA USA FAILS OF ITS ESSENTIAL PURPOSE, PURCHASER’S SOLE AND EXCLUSIVE REMEDY WILL BE THE LESSER OF (A) PURCHASER’S ACTUAL DAMAGES OR (B) RETURN OF THE PURCHASE PRICE PAID FOR THE DEFECTIVE PRODUCT. IN NO EVENT, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, WILL SONOVA USA BE LIABLE TO PURCHASER OR TO A USER OF THE PRODUCTS FOR LOSS OF PROFITS, LOSS OF USE, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, OR PECUNIARY LOSS OF ANY KIND. NOTICE OF ANY CLAIMS CONCERNING THE PRODUCTS MUST BE MADE IN WRITING AND FURNISHED BY PURCHASER TO SONOVA USA PROMPTLY UPON DISCOVERY AND IN NO EVENT LATER THAN 60 DAYS AFTER THE END OF THE APPLICABLE WARRANTY. IN NO EVENT MAY ANY ACTION OR PROCEEDING CONCERNING THE PRODUCTS BE FILED MORE THAN ONE YEAR AFTER DELIVERY OF THE PRODUCTS CLAIMED TO BE DEFECTIVE OR UNSUITABLE OR, IN THE CASE OF OTHER CLAIMS CONCERNING THESE TERMS AND CONDITIONS, MORE THAN ONE YEAR AFTER SUCH CLAIM AROSE. If you fail to give Sonova USA notice as required by this provision within the specified period, you will thereafter be barred from asserting the claim for which notice was required.

These All-Day Clear Hearing Care Professional Terms and Conditions of Sale were last revised on March 7, 2023.

THESE ALL-DAY CLEAR TERMS AND CONDITIONS OF SALE (“TERMS”) ARE INTENDED FOR HEARING CARE PROFESSIONALS, AND ARE NOT INTENDED FOR INDIVIDUAL CONSUMERS WHO PERSONALLY USE ALL-DAY CLEAR OVER-THE-COUNTER HEARING AIDS AND RELATED ACCESSORIES. CONSUMERS SHOULD PURCHASE ALL-DAY CLEAR HEARING AIDS FROM HEARING CARE PROFESSIONALS OR FROM THE ALL-DAY CLEAR WEBSITE LOCATED AT www.sennheiser-hearing.com/alldayclear (THE “ADC WEBSITE”).

1. About Sonova and All-Day Clear

Sonova USA Inc. (together with its affiliates, licensors, subsidiaries, and/or related companies, “Sonova,” “us,” “our,” or “we”) is offering All-Day Clear Ready to Wear hearing aids and related accessories (individually, a “Device” and collectively, the “Devices”) for sale on the ADC Website as well as through certain licensed hearing care professional clinics that have established and maintain in good standing an account with Sonova (each an “ADC Retailer” or “you”) to sell Devices to end user individual consumers who have a self-diagnosed need for an over-the-counter hearing aid (each a “Consumer” and collectively, “Consumers”) directly from their physical clinic locations (“Storefront Sales”) and clinic website.

Each ADC Retailer will have the right to make Storefront Sales after purchasing Devices from Sonova and the right to establish a web-based store on the ADC Website (“Webstore”) through which Consumers can purchase the Devices from Sonova (“Webstore Sales”). In addition, you must offer any Consumer who purchases a Device from you the option to purchase the “In-Clinic Care Package” which is comprised of: (i) an extended manufacturer’s warranty for one (1) additional year on a Device, when purchased within 12 months of initial Device invoice date; (ii) a one-on-one in person consultation with you; and (iii) All-Day Clear hearing aid programming, which is not available without purchasing the In-Clinic Care Package.

While Sonova provides technical product training and marketing support to you, any non-warranty services for Consumers pursuant to the In-Clinic Care Package remain exclusively your responsibility. You are solely responsible for the exercise of any professional judgment in connection with any such services, and Sonova will not dictate, control, or seek to dictate or control the manner in which you exercise such professional judgment. You are responsible for ensuring that you and your employees and agents maintain all necessary and required professional licenses and certifications required for purposes of serving as an ADC Retailer. Sonova reserves the right to deny the supply of hearing instruments to any party that we believe has violated these requirements, or has engaged in activities that may compromise the best interest of Consumers.

2. Restrictions on Use

You must strictly comply with all use restrictions with respect to the Devices that may be set forth in these Terms or on the ADC Website, on the Device, in any documentation or label accompanying the Device, or otherwise provided in writing to any Consumer (each a “Use Restriction”). Without limiting the foregoing, Use Restrictions include your agreement to comply with all policies and terms of use on this website, the privacy policy, and all applicable federal and state laws and regulations including, without limitation, those applicable to the sale, resale and distribution of Devices. Sonova has received authorization to share certain customer names, contact information and descriptions of Devices purchased and feedback and information on the Devices with you as an ADC Retailer to enable you to provide follow-up health care items and/or services. You agree to keep all of such information disclosed confidential in accordance with the Use Restrictions.

3. Payment Terms

Standard payment terms are net 30 days from invoice date. Invoices will be sent monthly in arrears. Sonova will assess a 1.5% interest charge per month or the highest rate permissible under applicable law, on all past due balances. In addition, you shall reimburse Sonova for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees, expert witness and other litigation expenses, and court costs. Payment using Sonova-accepted credit cards is possible under the following conditions:

Your signature is on file with us and we have written permission to charge the current month’s transactions to your credit card on the 25th of the current month. All transactions from the 1st through 24th of the month will automatically be charged to your credit card on file.
You have an adequate credit line to pay the complete Sonova monthly billing.
You will have 7 days from invoice date to notify our Customer Service department if there are discrepancies in the billing. Credit card charges may only be used on current transactions (within terms). Credit cards may not be used on past due balances.
A completed credit application is required to establish a line of credit with Sonova. Instruments may be purchased via credit card at time of order, subject to the conditions set forth above. If an account exceeds its established credit line amount or the past due balance exceeds 60 days, Devices will not be shipped unless and until the account becomes current, additional credit is established or special arrangements are made with our credit department.

4. Shipping and Handling; Taxes

PRICES LISTED DO NOT INCLUDE SALES TAX, SHIPPING COSTS OR PACKAGING COSTS, UNLESS EXPRESSLY STATED OTHERWISE. A shipping charge per order will be assessed for standard shipping to cover shipping, handling and administrative costs. These charges are non-refundable and will not be credited on hearing instruments returned for credit. Expedited shipping may be requested and will be billed to you on your invoice. An additional charge may also be assessed on expedited shipments to cover further handling and administrative costs. Charges associated with expedited shipping are non-refundable and will not be credited on items that are returned.

Sonova shall choose the common carrier for shipment to you. Sonova standard mode of shipment is FOB-Shipping Point. Please note that shipping of devices containing lithium batteries may require special labeling, as required by federal law.

All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you. You shall be solely responsible for all such charges, costs and taxes; provided, however, that Sonova may (at its election) prepay on your behalf and add to the invoice any and all such taxes, duties and charges, for which you agree to reimburse Sonova.

5. Device Orders

All orders are subject to Sonova’s approval and are not accepted until acknowledged in writing or the Devices described in the order are shipped. Orders shall be shipped to the business location(s) of ADC Retailer as ADC Retailer directs Sonova, in writing. In the event that Sonova does not have sufficient quantity of the ordered Devices on hand to meet its orders, Sonova may accept or decline such orders, or allocate available inventory among purchasers, in such quantities as it determines in its sole discretion.

6. Product Changes

Sonova reserves the right at any time to introduce new products, discontinue the manufacture of any products, including the Devices, and make changes in the design or construction of any of our products, including the Devices, without incurring any obligation or liability whatsoever to you.

7. Warranty

Sonova will perform all necessary warranty service for the Devices, as specified on the Sennheiser All-Day Clear Price and Policy Guide at Sennheiser Hearing Resources - All-Day Clear, to end user Consumers. ADC Retailer will immediately notify Sonova of any end user requesting a warranty service and submit to Sonova any reports and defective components related to the Consumer’s request for warranty service as submitted to ADC Retailer and as requested from Sonova.

Sonova warrants the Devices solely to the original end user Consumer and solely as set forth in Sonova’s terms governing sales to such Consumers. Sonova’s written limited warranty to the original purchasing Consumer is the sole warranty of any kind, either expressed or implied, given by Sonova in connection with the Devices, other than the extended warranty that is included in the In-Clinic Care Package. Sonova makes no warranty to any hearing care professional under this agreement. Refer to the Sennheiser All-Day Clear Price and Policy Guide at Sennheiser Hearing Resources - All-Day Clear for all additional warranty terms and conditions.

SONOVA HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO ANY PERSON (INCLUDING ADC RETAILER), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OTHER ORAL OR WRITTEN STATEMENT BY SONOVA SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF SONOVA’S LIMITED WARRANTY TO ADC RETAILER.

8. Assistance to be Provided by Sonova

Sonova will maintain a staff of trained personnel to advise and counsel you on sales, service, accessories and related subjects, including customer complaints, technical service problems and personnel training.

9. Your Representations to Sonova.

You represent and warrant that: (1) you are appropriately licensed to sell the Devices; (2) you are authorized to enter into these Terms with Sonova; and (3) you will conduct and perform your obligations under these Terms consistent with all applicable federal, state, and local laws and regulations, and industry standards, rules and regulations, licensing requirements, ethical codes, and good commercial practices.

10. Limitation of Liability. IN THE EVENT ANY WARRANTY OR REMEDY OFFERED BY SONOVA FAILS OF ITS ESSENTIAL PURPOSE, ADC RETAILER’S SOLE AND EXCLUSIVE REMEDY WILL BE THE AMOUNT ACTUALLY PAID BY ADC RETAILER TO SONOVA FOR THE DEVICES PURCHASED DIRECTLY BY ADC RETAILER OVER THE 12 MONTHS PRECEDING THE DATE ADC RETAILER’S FIRST CLAIM(S) AROSE. IN NO EVENT, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, WILL SONOVA BE LIABLE TO ADC RETAILER OR TO AN END-USER CONSUMER FOR LOSS OF PROFITS, LOSS OF USE, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, OR PECUNIARY LOSS OF ANY KIND. NOTICE OF ANY CLAIMS CONCERNING THE DEVICES SOLD THROUGH STOREFRONT SALES MUST BE MADE IN WRITING AND FURNISHED BY THE CONSUMER TO SONOVA PROMPTLY UPON DISCOVERY AND IN NO EVENT LATER THAN 60 DAYS AFTER THE END OF THE APPLICABLE WARRANTY. IN NO EVENT MAY ANY ACTION OR PROCEEDING CONCERNING THE DEVICES BE FILED MORE THAN ONE YEAR AFTER DELIVERY OF THE DEVICES CLAIMED TO BE DEFECTIVE OR UNSUITABLE OR, IN THE CASE OF OTHER CLAIMS CONCERNING THESE TERMS AND CONDITIONS, MORE THAN ONE YEAR AFTER SUCH CLAIM AROSE. IF YOU FAIL TO GIVE SONOVA NOTICE AS REQUIRED BY THIS PROVISION WITHIN THE SPECIFIED PERIOD, YOU WILL THEREAFTER BE BARRED FROM ASSERTING THE CLAIM FOR WHICH NOTICE WAS REQUIRED.

11. Sale and Resale

ADC Retailer shall not operate as a wholesale distributor of the Devices, and ADC Retailer will not, directly or indirectly, promote, market or sell any of the Devices to any third- party which ADC Retailer has reason to believe will resell or provide as or part of a hearing healthcare benefit, any of the Devices. For the avoidance of doubt, ADC Retailer may not directly or indirectly sell or otherwise transfer the Devices to other industry wholesalers, retailers, buying groups, purchasing cooperatives, resellers or insurance plans or benefit administrators. The resale of the Devices to persons or entities other than your Consumers is prohibited. Upon any prohibited resale of Devices, the Original Manufacturer’s Warranties for the Devices shall be deemed null and void. Such resale without consent shall constitute a material breach of these Terms.

12. Right-of-Return Policy

ADC Retailer may set its own return policy for its sale of Devices to Consumers. ADC Retailer assumes all risks and liabilities for any returns it accepts from Consumers that are not subject to return by ADC Retailer to Sonova or are subject to return to Sonova on less favorable terms. Returns by ADC Retailer to Sonova for Devices not previously sold to Consumers, however, shall be governed by the terms of the Sennheiser All-Day Clear Price and Policy available at https://sonova.showpad.com/share/KfqpA913vUqVwApvhQ575, and which is incorporated by reference herein.

13. Service and Repair Policy

Devices sent to Sonova for service will be repaired or replaced at Sonova’s discretion. All warranties become null and void if the Device is serviced by any person or entity other than Sonova. If the item returned to Sonova is damaged in any way and Sonova determines, in its sole discretion, that such damage happened after Sonova’s shipment of the Device to you and prior to return delivery to Sonova’s facility, no refund or reimbursement will be given. Your refund, minus the shipping and handling costs and the expedited shipping fee, if applicable, will be issued via a credit memo on your account with Sonova. Refer to Sennheiser All-Day Clear Price and Policy Guide at Sennheiser Hearing Resources - All-Day Clear for all additional service and repair terms and conditions. Service and repair by Sonova shall be governed by the terms of the Sennheiser All-Day Clear Price and Policy available at https://sonova.showpad.com/share/KfqpA913vUqVwApvhQ575, and which is incorporated herein. ADC Retailer assumes all risks and liability for any service or repair it offers Consumers that are not subject to service or repair by Sonova or are subject to service or repair on by Sonova on less favorable terms.

14. MAP

Sonova unilaterally maintains a minimum advertised price (“MAP") policy for the Devices and the In-Clinic Care Package to protect the value of the All-Day Clear brand and support Sonova’s efforts to promote it. Sonova may amend or modify its MAP policy in its sole discretion. Sonova’s Price List, which identifies minimum advertised prices under Sonova’s unilateral MAP policy is set forth in the Sennheiser All-Day Clear Price and Policy available at https://sonova.showpad.com/share/KfqpA913vUqVwApvhQ575. ADC Retailer does not agree to Sonova’s MAP policy, but should expect that Sonova will operate in accordance with such policy. Notwithstanding the foregoing, ADC Retailer is free to sell the Devices and the In-Clinic Care Package at any price determined by ADC Retailer in its sole discretion. Nothing herein shall prohibit ADC Retailer from determining the prices to charge to Consumers for the Devices and for the In-Clinic Care Package.

15. Webstore Creation

ADC Retailer may, but shall not be obligated to, create and maintain one or more Webstore(s) in accordance with directions provided by Sonova. ADC Retailer has the right to deactivate any Webstore(s) at any time.

16. Webstore Sales

Sonova will pay ADC Retailer a commission (“Webstore Commission”) in an amount equal to the Webstore Commission amount listed on the Price List multiplied by the number of Consumers that purchase a Device through ADC Retailer’s Webstore, subject to the right of offset set forth below with respect to net sales after accounting for all returns. ADC Retailer will be able to view each product purchased on the All-Day Clear Website through ADC Retailer’s Webstore. The aggregate Webstore Commission earned by ADC Retailer during the month will be paid by Sonova in the following month. Sonova reserves the right to set-off against Website Commissions any Device returns received by Sonova from purchases made in the ADC Retailer’s Webstore during the same time period or against any returns received by Sonova from purchases made by ADC Retailer under ADC Retailer’s Account (as such term is defined below).

17. ADC Retailer Site Sales

In addition to the ADC Retailer’s Webstore, Sonova hereby permits ADC Retailer to market and offer the Devices for sale solely on the ADC Retailer’s website. ADC Retailer shall market, advertise, and promote the Devices consistent with these Terms, good business practice, and while observing all directions and instructions given to it by Sonova in relation to the marketing, advertisement, and promotion of the Devices, including Sonova’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by Sonova.

18. Trademarks

Subject to Sonova’s trademark policies and branding guidelines and conditions of use (including release date, type of usage, duration of use), as communicated by Sonova, including as posted on Sonova’s website which may be amended from time to time in Sonova’s sole discretion, and these Terms, in connection with the ADC Retailer Site Sales, on ADC Retailer’s Webstore, if applicable, Sonova grants to ADC Retailer a limited, non-exclusive, non-transferable, and non-sublicensable license to use Sonova’s trademarks listed in the Sennheiser All-Day Clear Marketing Guide, which is available at https://sonova.showpad.com/share/KfqpA913vUqVwApvhQ575, (the “Marks”) solely on or in connection with the promotion, advertising, and sale of the Devices in accordance with these Terms and the terms of the Sennheiser All-Day Clear Marketing Guide. ADC Retailer will promptly discontinue the display or use of any Mark or change the manner in which a Mark is displayed or used with regard to the Devices (i) when requested by Company or (ii) immediately, if terminated by Sonova. Nothing in these Terms will give ADC Retailer any ownership right, title or interest to the Marks, and all use of the Marks by ADC Retailer shall inure to the exclusive benefit of Company (or of Company’s licensor as the case may be). Other than the limited express license granted herein, Sonova grants no right or license to ADC Retailer, by implication, estoppel, or otherwise, to the Devices or any intellectual property rights of Sonova. ADC Retailer shall not take any action that in any way will interfere with Sonova’s rights to the Marks, or engage in any action that disparages, dilutes the value of or reflects negatively on the Devices or the Marks.

19. Unitron Account

ADC Retailer must apply for and maintain a Unitron account with Sonova (the “Account”), pursuant to which the Account will allow ADC Retailer to view in real or near-real time the number of sales made to date on ADC Retailer’s Webstore, if applicable. The Account will track and show ADC Retailer its monthly earned Webstore Commissions and any deductions thereto based on customer returns. Any purchases made by ADC Retailer of the Devices for its Clinic(s) also will be charged to ADC Retailer through the Account. Sonova has the right to set off against any Commissions earned by ADC Retailer through sales of its Webstores for purchases made by ADC Retailer or returns of Devices requiring adjustment to ADC Retailer’s Webstore Commissions.

20. MyUnitron Account

ADC Retailer shall designate and maintain at least one employee to serve as administrator of the Account, which administrator will be required to apply for and maintain a myUnitron account with Sonova, pursuant to which the administrator may view the number of sales made to date on ADC Retailer’s Webstore. ADC Retailer shall provide a list of all employees applying for and maintaining a myUnitron account using the form specified by Sonova. ADC Retailer shall promptly notify Sonova if any employee with a myUnitron account is no longer employed by it or is no longer designated by it as an authorized representative of it.

21. Termination by Company

Sonova may terminate its relationship with you, as ADC Retailer, at any time immediately upon written notice in the event Sonova determines in its sole discretion that you have not satisfied any of these Terms or any other obligation to Sonova. Sonova may otherwise terminate its relationship with you for any reason or no reason on at least thirty (30) days prior written notice.

22. Quality Control

The Devices shall be handled and stored only in accordance with product labeling; failure to do so will void the end-user Consumer’s Original Manufacturer’s Warranty. Upon request and reasonable prior notice, Sonova may inspect inventory to ensure compliance with any such requirements.

23. Disclaimer of Warranties

Sonova makes great efforts to provide accurate and up-to-date information. However, we make no warranty or representation, express or implied, that the information contained or referenced herein, in the Sennheiser All-Day Clear Price and Policy Guide or on the ADC Website is accurate or complete.

24. Indemnification

You agree to defend, indemnify and hold harmless Sonova, and its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, third party information providers, licensors, licensees, distributors, and contractors from and against any and all liabilities, expenses, damages and costs, including reasonable attorney’s fees, arising from any violation by you of these Terms, your use of the ADC Website or Sennheiser All-Day Clear Price and Policy Guide, your sale of any Devices, improper fitting of Devices, or any personal injury or property damage as a result of storing, selling or fitting the Devices.

25. Governing Law and Forum

These Terms shall be governed in all respects by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois with respect to any action arising in connection with these Terms and agree you will not file such action anywhere else.

26. Export Control and Sanctions

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations — including but not limited to the Export Administration Act and the Arms Export Control Act — and not to transfer, by electronic transmission or otherwise, any content derived from any Sonova products or services.

27. Modification of These Terms

Sonova may at any time revise these Terms by updating this page. You are bound by any such revisions for all orders after such revision and should therefore periodically visit this page to review the then-current Terms to which you are bound. Each purchase you make from Sonova and each use of the ADC Website shall be your confirmation of, and your agreement to, these Terms.

28. Entire Agreement; Conflict

Other than the privacy policy of the ADC Website and the documents expressly referenced in these Terms, these Terms constitute the entire agreement between you and Sonova pertaining to the purchase of the Devices by you from Sonova, and supersedes all prior and contemporaneous agreements and representations. No preprinted terms of any purchase order or similar instrument, nor any modification, amendment, or waiver of these Terms, will be binding unless executed in writing by Sonova and you. The failure of either party to enforce any provision of these Terms will not be construed as a waiver of the right of such party to enforce a provision, nor will any waiver constitute a continuing waiver. In the event of a conflict between the privacy policy of the ADC Website and these Terms, these Terms shall govern.

29. Electronic Signatures

You may periodically execute documents or agreements with us electronically either by providing an electronic signature, by selecting a box in the absence of a signature, or selecting “Submit Form.” By so doing, you acknowledge and agree that you are electronically signing the document and submitting it to Sonova. Furthermore, you agree that your electronic signature is the legal equivalent of your actual signature on the document, and that Sonova is relying upon the signature as your agreement to the terms of the document. In addition, you represent that the information that you provide is true and accurate and that Sonova will rely upon the information that you provide. Finally by electronically signing a document, you agree to be legally bound by its terms and conditions and further represent and warrant that, to the extent applicable, you have the authority to bind Sonova assigned the specified account numbers to the terms and conditions of such documents.

30. Force Majeure

Non-performance by Sonova or you of any obligation hereunder other than non-payment of amounts owed shall be excused to the extent that performance is rendered impossible due to acts of God, acts of terrorism, strikes, fires, floods, pandemics, epidemics, restrictive quarantines, governmental acts or orders or restrictions or any other reason where failure to perform is beyond the control of, and not caused by the gross negligence of, the non-performing party.