Terms of Service.

INTERNAL — DRAFT, not published. Before publishing: set the effective date, remove “— draft” and this notice, complete the publication-blocking items in tos/terms-draft-outstanding-items.md, and have the intended acceptance surfaces checked against this version.

Current draft status, 23 August 2026: the owner selected the outside-US account-disable rule and a United-States-only trial. Do not publish until the remaining publication-blocking implementation and verification items are closed.

Effective [publication date].

These Terms are written to be read, not merely clicked through. They govern your personal licence to use Sonik and the account once it holds that licence. Creating an account alone does not accept these Terms or form a contract. Please read them before buying or upgrading a licence, redeeming a gift key, claiming an emailed paid transaction, or first using Sonik under a licence.

1. Who we are, and what these Terms cover

These Terms are between you and Sonik Software LLC (Georgian: შპს სონიკ სოფთვეარ), identification code 416396233, of 10/2 Levan Iosebidze Str., 3700 Rustavi, Georgia (“Sonik”, “we”, “us”). You can contact us at contact@soniksoft.com.

These Terms govern the personal licence we grant you to use the Sonik application and the account once it holds that licence. The free trial, new accounts, base purchases, paid and zero-dollar upgrades, and gift redemptions are currently available only to people in the United States. The trial download and first-run flows apply that restriction as described in the Trial Permission Notice. For accounts and acquisitions, we use the country declared when a new account is created, a fresh country declaration immediately before each gift redemption and zero-dollar upgrade, and the country shown by the payment details when a base purchase or paid upgrade is completed. If the applicable check is outside the United States, we do not make the trial available, create the account, grant or redeem the licence, or apply the upgrade. If a payment has already completed, the existing tier remains unchanged; we notify the payer and initiate a refund through the original payment route without undue delay and no later than 14 calendar days after the completed payment.

The purchased and gifted licences granted under these Terms are worldwide. Temporary travel does not change a licence. If you cease residing in the United States, you must notify us at contact@soniksoft.com. We then disable your account and stop providing account and licence services until you tell us that you reside in the United States again. While the account is disabled, you cannot sign in, register or remove a device, activate or reactivate an installation, check or recover a licence, obtain support for the product, buy or redeem a licence, or obtain an upgrade. We also stop optional product marketing. We may still communicate as needed to administer the disabled account, respond to a privacy, security, legal, or complaint matter, and send notices required by law or these Terms.

Disabling the account does not terminate or delete it, end the licence or existing tier, or prevent continued offline use on an installation that was already validly activated. It does not pause or extend a support period or create a refund right. An unattached valid base licence remains recoverable, but cannot be claimed while you reside outside the United States. If you later notify us that you reside in the United States again, we re-enable the same account and its remaining account and licence services. Re-enabling is not a new licence acquisition. The disablement applies to authenticated account and licence services. It does not block the public identifier-free update endpoint or feedback that you voluntarily send; the Privacy Policy describes both.

A paid transaction is a separate contract. Paddle is the merchant of record and seller for a base purchase or paid upgrade. Your payment and sale contract are governed by Paddle’s terms. These Terms govern our separate licence relationship with you and the account once it holds that licence. For our licence relationship, the one-time price shown and paid in the related Paddle transaction is the full consideration for the purchased base licence or paid upgrade; Paddle collects that price under the separate sale contract. A zero-dollar upgrade requires no additional payment. A gift recipient pays nothing: the source Absolute Legend transaction funds the key and the gifted licence created on redemption. Nothing in this structure limits an obligation that the law places on us.

Our Privacy Policy explains how we handle personal data. It is separate from these Terms.

2. When these Terms apply

Creating an account is a technical and preparatory step. It does not accept these Terms, form a contract with us, grant a licence, or promise that the account will remain available. The account-creation screen gives the eligibility and privacy information needed for that step without an “I agree” control.

If you buy a licence, you—the adult account holder, licensed user, and contracting purchaser—review and accept the then-current Terms immediately before opening Paddle’s checkout. You must personally complete that checkout and use an email address you control. The purchased-licence contract takes effect between you and us when Paddle confirms the completed eligible purchase. If the normal browser return does not associate the purchase with your account, you review and accept the Terms again before using an emailed claim link. By claiming, you confirm that you are the same purchaser; a claim does not let another person take the licence. If you upgrade a purchased licence, you review and accept the then-current Terms immediately before opening Paddle's checkout for a paid upgrade or immediately before confirming a zero-dollar upgrade while signed in. A paid upgrade takes effect only when Paddle has confirmed its completed eligible payment and the transaction has been safely associated with that purchaser's identified eligible licence chain; until both have happened it remains pending. A zero-dollar upgrade takes effect on the authenticated confirmation described in section 5. If you receive a gift key, you review and accept the then-current Terms before redemption completes. You also review and accept the applicable Terms before first using Sonik under that licence, even if you previously ran the free trial.

Each acceptance covers the act for which it is requested. For example, accepting before purchase forms the licence contract when the eligible payment completes; accepting before an upgrade covers that paid or zero-dollar licence-chain change; accepting during recovery confirms the same purchaser and attaches an existing base purchase or completes safe association of a pending paid upgrade; accepting at gift redemption forms the gifted-licence contract; and accepting before first use covers use of the application. Purchase, upgrade, paid-transaction claim, gift redemption, and device activation are different acts: a purchase creates a purchased licence, an upgrade changes its chain and tier, a claim recovers the purchaser’s existing base licence or completes a pending upgrade, gift redemption consumes a gift key and creates the gifted licence, and device activation registers a computer against an existing licence. A claim does not change the parties or transfer a licence or upgrade.

We record the version and time of each contractual acceptance. A contract acceptance is separate from any choice you make about analytics, crash reports, or other consent under the Privacy Policy.

The free trial is different. Section 7 explains why a trial user does not accept these Terms merely by running the trial.

3. Who may use Sonik and hold an account

You must be at least 18 years old to download, install, access, or use Sonik, including the free trial; create or hold an account; buy or hold a licence; redeem a gift key; or submit feedback. You must also have legal capacity under the law that governs your capacity to accept these Terms and take each contractual action described in section 2. We do not offer a parent- or guardian-held route for somebody who does not meet those requirements. The age rule is a condition of Sonik's availability and of the trial permission; when these Terms govern you, it is also a contract term. The capacity rule follows the applicable law and does not assume that “age of majority” and capacity to contract are always identical. We do not ask for or store your age or date of birth as a routine account field.

4. Your personal licence

Subject to these Terms, we grant you—the adult account holder and licensed user—a perpetual, personal, non-exclusive licence to install and use Sonik on up to the number of devices included in the applicable tier. “Personal” means the licence is for you alone, not a household, job role, team, or organisation. You may use Sonik for your own activities, including your own work, but may not make the licence or an activated installation available for use by another person.

Each separately named Sonik application is a product. Tiers and upgrades of the same application are part of the same product. A person and account may hold only one active personal licence for each product, and device allowances do not stack. A licensed user may not redeem their own gift key or a second gift for the same product. A gift recipient must end the gifted licence before buying that product.

The licence gives you permission to use Sonik; it does not transfer ownership of the software or its intellectual-property rights. Sonik and all rights not expressly granted in these Terms remain owned by us or the applicable third-party licensors. This does not give us or those licensors ownership of your recordings or transcripts.

Your purchased licence takes effect when Paddle confirms the completed eligible base purchase. A paid upgrade takes effect only after both signed payment confirmation and safe association with the purchaser's identified eligible licence chain. For a paid upgrade, safe association means that one of the three paths below has identified the purchaser and the intended eligible licence chain. We send Paddle no Sonik account identifier, user identifier, device identifier, correlation token, prefilled email address, or other Sonik-side reference. The three paths are:

• if your signed-in browser returns from checkout, we associate Paddle’s returned transaction identifier with that account, wait for Paddle’s signed payment confirmation, and then send the licence or effective-upgrade record and contract confirmation to the account’s verified email—even if the payment email differs;
• if the browser return is missed, we use the payment email only to select an account that has the same verified email and exactly one compatible pending pre-checkout record for that product, tier, and transaction window; the signed-in account holder must confirm that they personally completed the transaction before attachment; and
• if there is no unique compatible pending record or the account holder does not give that confirmation, we send the base-licence record and contract confirmation, or a notice that the paid upgrade is still pending, together with a one-time claim link to the payment email Paddle sends us. Only the purchaser may use the link, while eligible for the applicable United States account or acquisition route, to recover a base purchase onto their eligible account or safely associate a pending paid upgrade with their eligible existing licence chain after confirming they are the same purchaser and accepting these Terms again. The link does not give or transfer a licence or upgrade to another person.

Each recovery link expires after 30 days and, for a pending paid upgrade, never remains usable after the applicable pending deadline below. A base licence does not expire merely because its link does. A pending paid upgrade ordinarily remains recoverable until the earlier of safe association, cancellation, another ending event below, or 90 days after payment. Before that ordinary deadline, we send at least one reminder or replacement-link notice to the payment email Paddle returned. If our delivery records show that, through our failure, neither a reminder nor a working replacement link was delivered before that deadline, the upgrade does not end then: we send a working replacement link without undue delay and extend the pending deadline by 30 calendar days, to 120 days after payment. Support may reissue a link only to the Paddle-returned address while the minimal recovery record remains, the purchaser is eligible to use the claim flow, and any pending deadline has not passed. A browser return alone never proves payment. If it arrives before Paddle’s signed confirmation, the association remains pending until confirmation arrives. Account attachment is a technical step and is not what creates a base licence. For a paid upgrade, however, safe association is one of the two conditions for the amendment to take effect. Once both conditions are met, we apply the tier and its consequences and send the upgrade-specific contract confirmation to the account's verified email.

Before a paid upgrade takes effect, the purchaser may request cancellation by contacting contact@soniksoft.com. The request becomes valid when it is confirmed through an authenticated account already tied to the identified licence chain or through a one-time cancellation-confirmation link that we send only to the payment email Paddle returned. That link expires at the earlier of 30 days after issue and the applicable pending-upgrade deadline, and becomes invalid immediately after use or any end of the pending state. In either route, the claimant confirms that they are the purchaser. Cancellation changes no entitlement and does not use the purchaser's money-back-guarantee event. We return the retained valid payment without undue delay and no later than 14 calendar days after the valid request.

If the identified prerequisite licence chain ends or otherwise ceases to be eligible before a pending paid upgrade is safely associated, the purchaser independently reaches the same or a higher tier first, section 5's frozen-chain condition occurs, or the upgrade remains unassociated when its applicable 90- or 120-day pending deadline ends, we flag the case for human review. After review, the pending upgrade ends without changing the chain or using the money-back guarantee, and a person manually initiates the return of every retained, otherwise-valid payment without undue delay and no later than 14 calendar days after we discover the condition or the applicable period ends. In every pending-upgrade return, we use the original payment route where available or an equivalent method agreed with the payer at no cost. We do not duplicate an amount already refunded, returned, or reversed, and do not refund an unpaid or fraudulent transaction. Any different or additional mandatory remedy remains available.

An unattached valid base licence does not end merely because the purchaser ceases residing in the United States or cannot presently use the claim flow. It may be claimed after the same purchaser is again eligible for an account in the United States. This does not extend a recovery link; support may reissue a link only as otherwise stated in this section.

For a base purchase, we recheck same-product licence eligibility against the purchaser and account information available to us when Paddle’s signed payment confirmation arrives. If those records show that another licence for that product became active while checkout was open, we create no second entitlement. We notify the payer, place the case in our manual refund queue, and, after human review, manually initiate a refund through the original payment route without undue delay and no later than 14 calendar days after payment completed.

If an emailed base-purchase recovery claim first reveals that the same purchaser or account already has another active licence for that product, we do not attach the purchased licence. We place the case in our manual queue; after human review, we end that purchased licence and manually initiate a refund through its original payment route without undue delay and no later than 14 calendar days after the claim reveals the conflict. If that route is no longer available, we provide an equivalent monetary repayment by another method agreed with the payer, at no cost to them, within the same period.

The licence covers every future version of Sonik that we release. A Standard or Absolute Legend licence also includes a contractual entitlement to receive, for no additional payment, a personal licence for any future application that both:

• is released under the Sonik name; and
• is sold under a one-time perpetual personal-licence model.

This future-application entitlement does not apply to gifted licences. It is not a present copyright licence in an unidentified future work: the licence for a qualifying application arises when that application is released and can be identified. If no qualifying version or application is released, nothing further is owed and that fact does not create a refund right. We will not transfer the business or intellectual-property rights needed to operate Sonik unless the successor expressly assumes the future-version and future-application obligations already granted under these Terms.

An activated licence may not be transferred to another account. Except as section 6 permits for an unredeemed gift key, you may not sell, sublicense, share, or transfer the licence; copy an activated installation to additional computers; permit use beyond the device limit; defeat the trial limit or licence controls; or reproduce or distribute Sonik or its components except as applicable law permits.

Every licence held for a licensed user ends when that person dies and does not pass to an estate beneficiary. Before acting on a death report, we may require reasonable evidence sufficient to verify it, but we do not require proof that the reporter is an heir or beneficiary because no licence transfers. Because the licensed user is the adult account holder, the account enters the 30-day deletion process in section 8 after the death decision. The ordinary change-of-mind cancellation does not apply, but we halt or correct the process if reliable evidence shows that the death determination was wrong. Records governed by separate retention rules remain subject to those rules.

You may not reverse engineer, decompile, or disassemble Sonik except to the extent applicable law permits. This restriction does not limit interoperability decompilation permitted by Article 29 of the Law of Georgia on Copyright and Related Rights when all of that Article’s conditions are met, including its limits on purpose, availability of information, scope, transfer of information obtained, and other infringement.

You are responsible for having the right to record and transcribe the audio you capture and for complying with laws that require notice or consent. Do not use Sonik for illegal surveillance, illegal biometric processing, harassment, deception, or any other unlawful purpose.

5. Tiers and upgrades

Each tier is for one licensed user:

• Early Adopter: up to 3 devices. Its price may be flexible.
• Standard: up to 10 devices.
• Absolute Legend: up to 10 devices and 30 gift keys. The gift keys are the only additional licence benefit over Standard.

Prices are shown before purchase and are not fixed by these Terms.

A purchased licence may be upgraded for the target tier’s current price when checkout begins, less the cumulative net-of-tax amount of every base-purchase and upgrade payment then retained in the effective licence chain. That price and credit calculation are fixed for the resulting pending upgrade. Tax is recalculated on the upgrade transaction, and the amount due is never less than zero. A gifted licence cannot be upgraded or converted into a purchased tier; its recipient must first end the gift and then make a separate eligible purchase.

Only one paid upgrade may be pending for a licence chain. While one is pending, no further paid or zero-dollar upgrade may begin or take effect on that chain. If concurrent processing nevertheless creates more than one pending payment, the first eligible upgrade for which signed payment confirmation and safe association are both satisfied takes effect; every other pending upgrade ends and its retained valid payment is returned under section 4.

If any final event would lower the effective tier or remove, refund, return, or reverse a payment included in a pending upgrade's frozen credit calculation, we first end and return that pending upgrade under section 4. We then perform the effective-chain event. A pending return does not use the money-back guarantee; if the effective-chain event is a voluntary guarantee request, that separate request uses the guarantee in the ordinary way.

Every upgrade is a new acquisition event subject to the United States check in section 1. For a paid upgrade, we use the country shown by Paddle's payment details. If an ineligible payment completes, the upgrade never takes effect, the existing tier and support deadline remain unchanged, and we notify and refund the payer as section 1 states. For a zero-dollar upgrade, we require a fresh country declaration immediately before confirmation; an ineligible attempt makes no tier or entitlement change.

If the calculated upgrade charge is zero, you accept the current Terms and confirm the upgrade while signed in; we do not open Paddle. The upgrade takes effect on that authenticated confirmation, and we send an upgrade-specific contract confirmation. It grants the target tier and any associated gift keys, but has no money-back amount, starts or consumes no voluntary money-back-guarantee event, and does not restart the support period because it is not paid. A later zero-dollar step is ignored only when identifying the current/latest paid upgrade under section 9. If that paid upgrade is refunded alone while eligible, it and every later dependent zero-dollar step are unwound atomically, the preceding tier is restored, and the ordinary source-entitlement consequences apply to keys and gifts created by the removed steps. An older interior paid upgrade does not become separately refundable. Nothing here limits a statutory withdrawal, conformity right, or other mandatory remedy that applies.

The association paths in section 4 also apply to a paid upgrade if the signed-in browser return is missed. The pending record identifies the intended existing purchased-licence chain and target tier. Any recovery link can complete the upgrade only for that same purchaser's still-eligible identified chain; it is not a transfer or a second licence. Until safe association and signed payment confirmation have both occurred, the pending payment does not change the tier, support deadline, guarantee state, gift keys, or other entitlements and is not credited as a retained payment in the effective chain.

If an upgrade into Absolute Legend is refunded under section 9, the licence returns to the tier held immediately before the upgrade, and gift keys and gifted licences created by that upgrade end as section 9 describes. More generally, if only an upgrade is finally unwound through a chargeback, statutory remedy, fraud reversal, exceptional refund, or another valid transaction unwind, the immediately preceding effective tier is restored.

An interior upgrade cannot be removed while a later upgrade that depends on it remains. If a mandatory or involuntary final event extinguishes an interior upgrade, we also unwind every later dependent paid or zero-dollar upgrade and restore the tier held immediately before the first affected upgrade. We return every later upgrade payment that we still retain and that is otherwise valid, through its original payment route where available or by an equivalent method agreed with the payer at no cost. We do not pay an additional or duplicate refund for an amount already refunded, returned, or reversed, or for an unpaid or fraudulent transaction. We provide any different or additional remedy that mandatory law requires. The entire product licence ends only if its base purchase is also validly extinguished. Gift keys and gifted licences continue to follow the source-entitlement rules in sections 6 and 9.

6. Gift keys and gifted licences

An Absolute Legend buyer may retrieve gift keys from their account dashboard or ask us to provide them. The buyer, not Sonik, gives a key to the intended recipient. We do not need to know who the intended recipient is before redemption.

A gift key is a bearer token, not a separately sold cash balance. Subject to the eligibility and self-redemption restrictions below, a person who has it may redeem it. Each key can be redeemed once, and we do not contractually promise to replace a key that is lost, copied, or shared. An unredeemed key does not expire merely with time while the account holding it and the source Absolute Legend licence both continue to exist. If that source licence ends, every unredeemed key issued from it ends too. Any mandatory cash-redemption, replacement, non-expiry, or other gift-certificate, gift-card, or stored-value rule remains controlling if it applies.

Redemption takes place in the web dashboard and requires an eligible account with a verified email address that does not already hold a licence for the same product. The source buyer and licensed user may not redeem their own key. Each key comes from a particular source Absolute Legend transaction, meaning the purchase of, or upgrade into, the Absolute Legend tier that created the key. Before redemption completes, the recipient must review and accept these Terms, including the circumstances below in which the gifted licence may end. The recipient contracts directly with us under these same Terms; there is no separate gift-specific licence agreement, and the buyer does not contract on the recipient’s behalf.

A gifted licence:

• takes effect at redemption and covers up to 10 devices;
• does not carry the future-application entitlement in section 4;
• may not be transferred to another account after redemption;
• survives deletion of the original buyer’s account after it has been redeemed;
• ends if a final refund, payment reversal, or other transactional unwind of the source purchase or upgrade extinguishes the source Absolute Legend entitlement, or if that entitlement was obtained by fraud; and
• may be ended by the recipient at any time, without a refund because the recipient paid nothing.

Support, conformity rights, complaint and information rights, warranty limitations, liability provisions, and the other generally applicable parts of these Terms apply to a gift recipient. The recipient has every applicable non-price-dependent consumer right for the gifted tier. Sonik's voluntary money-back guarantee has no amount for the recipient because the recipient paid nothing; this does not limit a mandatory remedy. For support timing under section 11, the gifted licence’s two-year period begins at redemption. We send the recipient their own confirmation of the gifted-licence contract at redemption. A partial price reduction or pending payment dispute, chargeback, or review does not end a redeemed gift while the source Absolute Legend entitlement remains in force. If a redeemed gift does end because that entitlement is finally extinguished or was obtained by fraud, we promptly notify the recipient at their verified account address. We do not treat use before that notice as a knowing or intentional breach.

If that final source decision is reversed and the recipient has not ended the gift or deleted the account, we ordinarily restore the gifted licence. If another same-product licence is then active, we instead notify the recipient and keep the old gift inactive. The recipient may permanently decline restoration and keep the intervening licence, or use a narrow collision-only right to surrender the intervening licence and restore the old gift atomically. Choosing that surrender does not itself create a contractual refund, but it does not remove or shorten a money-back-guarantee event or mandatory statutory right that exists independently of the surrender. The account remains open. A surrendered gift key stays consumed. Surrendering a purchased Absolute Legend licence ends its unredeemed keys, but redeemed gifts held on other accounts survive because the purchase was not refunded or transactionally unwound. If the intervening licence otherwise ends before an election, we restore the old gift only if no account deletion, licensed-user death, valid termination or closure, or other lifecycle rule prevents it. The account never holds both licences as active. A redeemed gift otherwise survives later account closure or termination of the source buyer’s licence for unrelated conduct.

7. The free trial

The Sonik trial is available only to people who are in the United States and aged 18 or older. It is free and has no feature restrictions. Its length varies by build, and the application states the applicable period before the trial starts. We may change or stop offering the trial for future downloads without notice.

The trial runs under the separate Trial Permission Notice, not under a licence granted by these Terms. Under Georgian law, using the trial under that unilateral permission does not itself form a contract with us. The user does not accept these Terms merely by downloading, running the trial, or creating an account. These Terms begin as section 2 describes when an eligible purchase completes or a gift is redeemed. An emailed purchase claim recovers the same purchaser’s existing licence; it does not create or transfer one.

8. Accounts, devices, and deletion

A licence is normally held on an account. If both automatic association paths are missed, a confirmed base purchase and licence remain represented by a minimal entitlement-recovery record until the purchaser uses an emailed recovery link to attach them or the licence validly ends. The accounting record follows its separate statutory retention period. A pending paid upgrade follows section 4 instead. Before an account holds a licence it is only a technical facility and carries no contractual entitlement under these Terms.

You may unregister a device and register another, subject to the device limit. An activated installation keeps working offline and does not need a periodic licence check merely to keep running. Its network contacts — including optional telemetry, update checks, and actions such as sign-in, a manual licence check, feedback, or device removal — are described precisely in the Privacy Policy.

If you delete your account, the account enters the 30-day deletion process described in the Privacy Policy. You may cancel deletion and restore the account during that period. If the process completes, every licence and unredeemed gift key actually held on that account ends. We do not provide an exit key or promise to reissue them. A gifted licence already redeemed onto another person’s account survives deletion of the buying account. A completed base purchase that was never associated with the deleted account remains represented by the minimal entitlement-recovery record and may still be claimed by the same purchaser after they are eligible for a United States account; deleting an unrelated technical account does not end that unassociated licence. A pending paid upgrade is not an unattached licence: if its prerequisite chain ends through account deletion before safe association, section 4 ends and refunds the pending upgrade.

A refund or other lawful termination of a licence ends the contractual right to use Sonik and blocks new device activations and licence checks. It does not remotely switch off an activated offline installation. Continued use after the licence ends is unauthorised and breaches these Terms.

9. Our 14-day money-back guarantee

For each product, we give each buyer one unconditional money-back-guarantee event. Each base purchase has its own 14-calendar-day eligibility period beginning when the eligible purchase is completed. Each paid upgrade has its own 14-calendar-day eligibility period beginning when signed payment confirmation and safe association make the upgrade effective. Before then, the separate pending-cancellation right in section 4 applies and does not use the guarantee event. A return that we initiate because an acquisition was ineligible, conflicted with another licence, or was otherwise unwound without a guarantee request also does not use the event. You must make a guarantee request before the applicable period ends, and you do not need to give a reason. A request may cover only the current/latest paid upgrade if that upgrade is still eligible, or all still-eligible purchase and effective paid-upgrade transactions for that product. Either choice uses the buyer’s one guarantee event for that product. After a buyer uses that event, a later transaction for the same product is not eligible for another guarantee refund.

To request it, contact contact@soniksoft.com or use the withdrawal route made available with the pre-purchase information, and tell us whether you want the eligible current/latest paid upgrade alone or every still-eligible paid transaction in the licence chain refunded. We arrange for each eligible refund through the seller-side payment route without undue delay and no later than 14 calendar days after receiving the request. It is returned by the original payment method unless you expressly agree to another method that costs you nothing. Refunding only the current/latest paid upgrade also unwinds any later dependent zero-dollar step and restores the immediately preceding tier. Refunding every still-eligible transaction ends the licence if the base purchase is among them; otherwise it restores the last unrefunded tier. A refunded Absolute Legend purchase or upgrade also voids its unredeemed gift keys and ends its redeemed gifts as section 6 describes.

Each base purchase and each effective paid upgrade has the 14-calendar-day guarantee-eligibility period described above, subject to the one-event-per-buyer-and-product limit. The guarantee currently applies to eligible purchases offered in the United States. It is additional to every statutory right and legal guarantee. We treat each base-licence acquisition and each paid or zero-dollar upgrade as a distance acquisition or amendment for the applicable Georgian pre-contract, confirmation, withdrawal, and conformity rules. The statutory withdrawal right is not limited by the one-commercial-guarantee-event rule. The pre-contract disclosures, durable confirmation, and model withdrawal form explain its clock and procedure. A zero-dollar upgrade or gifted licence has no payment amount to return, but every applicable non-price remedy and any different mandatory unwind remain available.

If the email confirming your licence contract does not arrive, contact us. We will investigate and, where necessary, provide the confirmation again. Non-delivery does not suspend or end your licence and does not reduce a statutory right.

10. Conformity and warranty

Nothing in these Terms excludes or limits a mandatory legal guarantee or remedy for non-conformity.

We treat the downloaded Sonik licence as a digital-form good governed by Articles 16 to 20 of the Law of Georgia on the Protection of Consumer Rights. For a lack of conformity, you may first require repair or replacement, subject to the conditions in those Articles. For software, repair may be supplied as a corrective update. Where the statutory conditions are met, a price reduction or withdrawal from the contract may follow. Claims under that regime may be made for two years from delivery. If a lack of conformity is discovered during the first six months, we bear the burden specified in Article 20(1) of showing that Sonik conformed when delivered, except where that presumption is incompatible with the nature of Sonik or the lack of conformity.

Sonik is not promised to be uninterrupted, error-free, or accurate in every circumstance, or fit for a purpose that we did not state. Those limitations do not override the product description, our public statements, any express commitment, or any right that cannot lawfully be limited.

Support under section 11 is a service commitment. It is separate from, and does not replace, a legal conformity remedy.

11. Support

For a purchased licence, during the two years after the original purchase or the most recent effective paid upgrade, and for a gifted licence, during the two years after redemption, we will respond to a support request within 2 Georgian working days. Every paid upgrade restarts that two-year period for the whole purchased licence. If a paid upgrade is finally unwound, the support deadline returns to the deadline that applied immediately before that upgrade. A zero-dollar upgrade does not restart it. We aim to resolve most issues within 10 Georgian working days, but that is a target rather than a guaranteed resolution time. We provide best-effort support to trial users and after the applicable two-year period.

“Georgian working day” means Monday to Friday, Tbilisi time, excluding the holidays listed in Article 30(1) of the Organic Law of Georgia — Labour Code. Easter dates follow the calendar published by the Patriarchate of Georgia. Time periods are counted subject to Article 127 of the Civil Code of Georgia.

Send support requests to contact@soniksoft.com. This is also the address used for repair and maintenance; it does not differ from our address in section 1.

12. Updates and the current application

Sonik supports Windows 10 and Windows 11. Current system requirements and compatibility information are stated in the product documentation and pre-purchase disclosures. A future version may have different requirements, including no longer supporting an operating system supported by an earlier version. Your perpetual licence still covers that future version, but it does not promise that every future version will run on every device or operating system. This does not reduce the conformity rights for a version delivered to you or the support commitment in section 11.

We may release updates for significant reasons such as security, compatibility, correcting defects, maintaining lawful distribution, or making improvements that do not materially impair an essential characteristic previously promised. An update may change the application where reasonably connected to one of those purposes, but it does not narrow a perpetual licence or the future entitlements already granted by section 4.

These Terms govern our legal relationship. The documentation and changelog describe the current version of Sonik. Public descriptions and pre-contract disclosures remain effective to the extent the law or these Terms make them part of the contract.

13. If the account or licence service ends

We do not promise to operate the account and licence service forever. We will notify affected licence holders at least 90 days before discontinuing it. For a licence still awaiting account attachment, we use the payment or recovery email available to us. An activated installation keeps working offline after discontinuation, but the user may no longer be able to activate a new computer, reinstall on another computer, or sign in again.

14. Suspension and termination

We may temporarily restrict an account when we reasonably believe this is necessary because of a breach of these Terms, fraud affecting the account or licence, a security threat, use beyond the licence’s scope, or an attempt to defeat the account, device, redemption, or activation controls. The reason must be connected to the restriction imposed. Where practicable, we will give notice first, explain the reason, and allow the account holder to respond or correct the issue. You may contest a restriction by writing to contact@soniksoft.com. We will review a contested restriction and lift it promptly when its objective basis no longer exists.

Account restriction does not by itself terminate a purchased licence. We may terminate a licence only for a serious ground, including fraud in obtaining the licence, intentional infringement of our rights in Sonik, a serious or repeated breach that is not corrected after reasonable notice, or conduct that creates a material security risk to the service or other users. Except where immediate action is reasonably necessary to prevent material harm, we will give prior notice and a reasonable opportunity to respond or correct the breach. If immediate action makes prior process impracticable, we will promptly notify the account holder afterward, explain the reason to the extent we lawfully can, and provide the same contest and review route described above.

A valid serious-ground termination that stands after this process carries no contractual refund. This does not limit a mandatory legal remedy. If a contest succeeds because a licence termination was erroneous, we restore the wrongly terminated licence and its unredeemed keys to the extent technically possible and provide an equivalent remedy where restoration is not possible.

We may permanently close an account only for a serious account-related ground of the kind described above, and only when no active licence remains or when every active licence on that account is validly terminated in the same process. Closing the account terminates those licences and voids its unredeemed gift keys. The same notice, opportunity to respond, contest, and review process applies. If a contest succeeds after closure, we restore the account, wrongly terminated licences, and unredeemed keys to the extent technically possible and provide an equivalent remedy where restoration is not possible. After a closure that stands, account data enters the deletion process described in the Privacy Policy, except for records we must or are permitted to retain. A redeemed gift held on another account survives unless section 6 independently says it ends.

A refund, voluntary ending of a gifted licence, or account deletion ends the licence as stated in sections 6, 8, and 9 and does not depend on this enforcement process.

15. Liability

To the fullest extent the law permits, Sonik Software LLC’s total aggregate liability is calculated separately for each affected licence. For each affected licence, the cap for all claims arising out of or relating to these Terms, the account, or that licence is the greater of:

• the total amount paid for the affected licence, including upgrade payments, but excluding amounts already refunded, returned, or reversed; and
• USD 25.

For a gifted licence for which the user paid nothing, the amount-paid limb is zero and the USD 25 floor applies. An account that has never held a paid or gifted licence is not a contract under these Terms and is outside this contractual limitation.

If one incident or event affects more than one licence, each affected licence has its own separately calculated cap. Payments, refunded, returned or reversed amounts, and the USD 25 floor are not combined across licences.

A licence is “affected” when the event materially concerns or impairs that licence’s existence, exercise, entitlement, devices, or contract record. For an indivisible event affecting the whole account, every licence meeting that test has its own cap. If no licence is materially involved, this per-licence contractual cap does not apply.

This limitation does not apply to death or damage to health; damage caused by our gross negligence, fraud, intentional misconduct, or willful injury; or liability for a violation of law, or another liability or remedy, that applicable law or public policy does not permit us to limit. Nothing in this section reduces the conformity rights in section 10.

16. Third-party components

Sonik includes third-party components, including speech-recognition model components, distributed under their own licence terms. Each speech-model component's applicable licence text, the required copyright and origin notices, and the other required attributions ship with the application in its third-party notices. Those notices reproduce this required NVIDIA attribution verbatim: “Licensed by NVIDIA Corporation under the NVIDIA Open Model License.”

The reviewed speech-model component terms do not give us or their licensors ownership of your transcript or restrict what you may do with a transcript merely because Sonik produced it. Your responsibility for the audio you capture remains as stated in section 4.

17. Feedback

You must be at least 18 and legally capable of the submission agreement to submit feedback. If you are not already a contracting party bound by these Terms, the feedback form presents separate Feedback Submission Terms that you must accept before submitting. We provide the applicable pre-submission information and send a durable confirmation of that zero-price feedback contract.

If you voluntarily send us an idea or suggestion about Sonik, you give us a non-exclusive, worldwide, royalty-free permission to use it to evaluate, develop, improve, and communicate about Sonik. This permission covers only what is reasonably needed to act on the suggestion. We have no obligation to implement it or pay you. It does not transfer ownership of material unrelated to the suggestion and does not give us rights in your recordings or transcripts.

18. Changes to these Terms

We may change these Terms only for a well-founded reason stated here: to comply with law or a binding requirement; address security or abuse; reflect a change to the account or licence service; preserve compatibility with a material technical change; correct an error or ambiguity; or improve clarity without reducing a user’s rights.

We will notify parties to these Terms and give notice before a material change takes effect. A change will not retroactively narrow the perpetual licence, device count, future-version entitlement, qualifying future-application entitlement, refund promise, or another accrued right granted with an existing licence. Where a new agreement is required, we will ask for it rather than treating silence as acceptance.

19. Governing law, courts, and complaints

These Terms and our licence relationship are governed by the law of Georgia (the country). To the extent an agreement on forum is legally effective, the parties choose the Rustavi City Court, Georgia, for disputes arising from these Terms or the licence relationship.

Nothing in these Terms removes a mandatory consumer right or a right to bring a claim in a court or other forum that the law where you live preserves for you. The Rustavi clause does not state that no other court can have jurisdiction. These Terms contain no arbitration agreement and no class-action waiver; that statement is about these Terms, not Paddle’s separate sale terms.

You may first complain to us at contact@soniksoft.com. The out-of-court consumer procedure notified under Georgian law is administered by the Georgian Competition and Consumer Agency:

• consumer application email: consumer@gcca.gov.ge
• general email: info@gcca.gov.ge
• hotline: 15 20
• telephone: 032 205 44 22
• address: 154 Davit Aghmashenebeli Ave, Tbilisi 0102, Georgia, Business Center “Green Office”

The Agency’s statutory procedure addresses conduct affecting a group of consumers. This disclosure does not describe it as a substitute for any individual right you may have in court, arbitration by later agreement, mediation, or another lawful process.

20. Language, electronic form, and severability

These Terms are written in English, and the English text is the operative text. A translation is provided for convenience unless it is expressly identified as operative. A Georgian court may require a certified Georgian translation.

Between you and Sonik Software LLC, we agree that an electronic document and an electronic signature used to conclude or record our agreement have the legal force of a material document and personal signature between us. This clause claims no effect against anyone who is not a party.

If a term is invalid or unenforceable, it is severed from the rest only where it is not material to the agreement and the contract would probably have been concluded without it. Otherwise, the effect on the agreement is determined by applicable law. The parties do not agree that every invalid term is automatically severable.

Notices and questions about these Terms may be sent to:

Sonik Software LLC Identification code 416396233; 10/2 Levan Iosebidze Str.; 3700 Rustavi, Georgia contact@soniksoft.com