SOSComplete! Client Agreement

 

1. This SOSCOMPLETE! CLIENT AGREEMENT (hereinafter referred to as the "Agreement") constitutes a legally binding mutual assent (ie. agreement) between SOSComplete!, LLC, a Minnesota  Limited Liability Company, ("SOSComplete!") and you ("You" or "Your").

BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AS REQUIRED BY YOUR REGISTRATION WITH SOSCOMPLETE!, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR AS LONG AS YOU USE OR HAVE AN ACCOUNT, ACTIVE OR DORMANT, ON THE SOSCOMPLETE! NETWORK. THIS AGREEMENT WILL CEASE TO APPLY ONLY AFTER THE TERMINATION OF YOUR ACCOUNT, FOR EVENT WHICH TAKE PLACE AFTER, AND NOT BEFORE, SUCH TERMINATION.

Subject to the terms and conditions of this Agreement, SOSComplete! grants to You a non-exclusive, non-transferable, revocable right and license to use SOSComplete!'s Links and to access our website through the links solely in accordance with the terms of this Agreement, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE, WHICH SOSCOMPLETE! MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE.

In addition to any other rights or remedies afforded to SOSComplete! under, or otherwise in connection with this Agreement, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made at part of, this Agreement:

• Accounting Policy of SOSComplete!
• Returns and Cancellation Policy
• Digital Products Requirements
• Advertiser Requirements
• Privacy Policy
• Trademark Compliance Policy
• Digital Millennium Copyright Act of 1998 Compliance Procedures
• SOSComplete! Legal Notice
• Security Policy

2. Promoting Digital Products

If You advertise, promote, market, or otherwise bring attention to ("Promote" or a "Promotion(s)") any Digital Product which is registered for sale on the SOSComplete! network, either by You or any other SOSComplete! client, (each a "Digital Product(s)"), whether via the SOSComplete network, or via any other online or offline channel or medium for purposes of earning a percentage of the sales price of any Digital Product sold as a result of such Promotion (known as "Commissions"), You agree, assert, acknowledge, represent, and warrant that:

i) You will not suggest or imply any warranty, guarantee, or other policy with respect to any Digital Products, other than SOSComplete!'s Returns and Cancellation Policy, without the prior express written consent of SOSComplete!, which SOSComplete! may grant or withhold in its sole discretion, for any reason.

ii) You will not make any unlicensed or unauthorized use of, or otherwise infringe upon, or misappropriate any materials which are protected by patent, copyright, trademark, trade secret, privacy right, right of publicity, or other intellectual property or other proprietary rights ("Intellectual Property Rights" or "IP Rights").

iii) You will not interfere with SOSComplete's tracking of Commissions, or with the normal flow of traffic to, through, or from the SOSComplete! network.

iv) All communications and/or representations made by You in connection with any Promotions and/or in relation to any Digital Product will be accurate and will contain any and all disclosures and disclaimers necessary to prevent such Promotions from being deemed false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Your country's laws, as well as all United States federal and state laws. This shall include, but not be limited to the U.S. Federal Trade Commission regulations, policies, and guidelines, which govern advertising , disclosure, and consumer protection.

v) You will not offer, suggest, or imply, the availability of any rebates, coupons, tickets, vouchers, or similar incentives, to induce or encourage any Buyer to purchase any Digital Product.

vi) SOSComplete! reserves the right to review any of your Promotions, but is not obligated to take such action. You agree that SOSComplete!, in its sole discretion, and at any time, may demand changes to Digital Product Promotion and delivery pages, customer support, or other items related to the content of Your Promotions.

vii) You agree to provide valid and up to date contact information, including but not limited to, a working email address which is checked daily, and a phone number, where SOSComplete! can send inquiries, and receive a non-automated reply by the end of the following business day.

3. Selling Digital Products

If You register any Digital Products for sale via the SOSComplete! network, You agree, assert, acknowledge, represent, and warrant that:

i) All Digital Products which You register for sale via the SOSComplete! network, and the offering and sale thereof vial the SOSComplete! network, comply with all of Your country's laws and all applicable United States federal and state laws and regulations.

ii) The Digital Product does not involve the downloading of software on a Buyer's computer unless a purchase has been completed, or You provide the Buyer with a clear and conspicuous disclosure which describes all of the software being downloaded, plus its functionality, and obtain express consent prior to any such download(s).

iii) Without further conditions or limitations, You authorize SOSComplete! to list any Digital Product which You register for sale via the SOSComplete! network in an online, searchable Offers Section of Digital Products made available to Affiliates via the SOSComplete! network ("SOSComplete! Offers"); and make it available for sale to Buyers and/or for Affiliates to Promote at the price designated by SOSComplete! (the "Retail Price"), after taking into consideration Your suggested Retail Price, including any applicable sales tax.

iv) SOSComplete! may delist any Digital Product from the SOSComplete! Offers section, and/or SOSComplete! network at any time, in its sole discretion, without cause or notice to You, and without any penalty, or liability for doing so.

v) You will provide a valid email address to which Buyers or SOSComplete! can send inquiries, and receive a reply by the end of the following business day. Buyers and SOSComplete! must also be able to receive a non-automated response within one business day.

vi) You will advise SOSComplete! of any regulatory or legal complaints, or threats of such complaints, which You may have received in connection with or relation to such Digital Product You receive from any person, company, or entity, who purchased such Digital Product or received/witnessed a Promotion of Your Digital Product within two business days of Your receipt of such complaint. You will assist SOSComplete!, at Your sole cost and expense, in taking any steps and necessary and appropriate actions, as requested by SOSComplete! to respond to, and/or resolve such complaints.

4. Sending Emails

If You send, or direct to be sent, any messages, correspondence, or communications by electronic means, including but not limited to, e-mails, instant messages, and social network messages, (hereinafter referred to as "Emails") in connection with the direct or indirect Promotion of any Digital Product(s), and/or Your use of the SOSComplete! network, then You agree, assert, acknowledge, represent, and warrant that all such Emails shall be in strict accordance with federal and state laws and regulations regarding the use of electronic messages, including but not limited to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act of 2003") and the Children's Online Privacy Protection Act of 2000 ("COPPA of 2000"). (Further information regarding these laws can be found respectively at www.ftc.gov/spam/ and www.ftc.gov/coppa/). Without providing any limitations on the generality and scope of the aforementioned Acts, You shall not directly or indirectly:

i) Transmit, send, initiate, or procure the sending of any Email to any person who has not either expressly requested to receive such correspondence specifically from You, including but not limited to, sending unsolicited bulk Email, executing any "mass mailings" or "email blasts", or for the purpose of spamming any public forum, including but not limited to, any blog, social network, message board, classified listings, auction sites, altnet, newsnet, newsgroup, or similar venue.

ii) Transmit, send, initiate, or procure the sending of an Email to any person who has expressly requested to no longer receive any Emails from You or Your company.

iii) Utilize any false or deceptive information regarding Your identity, or regarding the intent, subject, or origin of the message, or fail to include accurate details regarding Your identity, and the purpose, subject, and origin of the Email.

iv) Utilize any incomplete, invalid, deceptive, fake, or forged message headers.

v) Use any mousetraps, or windows which reappear, summon new windows, or otherwise resist being closed.

vi) Take advantage of any security holes, documented or undocumented, on any client or server machine.

vii) Neglect to (a) include clear, valid, and conspicuously displayed "From" and "Subject" lines in the Email; (b) include a functioning return address (or hyperlink) in the Email which enables the recipient to submit a request to receive no further messages from You ("Opt-Out Request") for no less than 30 days from the date the Email was sent; or (c) honor any Opt-Out Request within 10 days of the receipt of such Opt-Out Request by You.

viii) Obtain email addresses via automated means or send any Email to any email address which was obtained via automated means, including but not limited to, via the automated combination of names, letters, or numbers, dictionary attacks, harvesting, or the use of spy ware, viruses, or other fraudulent means of bypassing system security or invading consumer privacy.

ix) Transmit any Email from, or make such Email appear to have been transmitted from, any address which was obtained via the use of scripts, or other automated means to register for multiple electronic mail accounts, or online user accounts from which to transmit unsolicited, or misleading Emails.

x) Transmit or relay any Email from any security protected computer, or network access without authorization.

xi) Utilize any f raudulent, deceptive, false, or misleading information in connection with any Email.

xii) Transmit any commercial marketing Email or Promotion to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age.

5. Suspension and Termination

You agree, assert, and acknowledge that:

i) SOSComplete!, in its sole discretion, may suspend or terminate Your account(s), and/or hold any or all funds in Your SOSComplete! account, if SOSComplete! suspects, or has reason to believe and/or if a Person otherwise claims that You have been involved with any of the following:

a) Any illegal act, including but not limited to, consumer fraud, bank fraud, credit card fraud, spamming, harvesting, or any other illicit commercial activities or any other activity or activities which violate(s) any federal, state, local or foreign law, constitution, treaty, statute, ordinance, rule, code, regulation, interpretation, directive, policy, order, writ, decree, injunction, judgment, opinion, ruling, decision, permit, license, registration and other operating authorizations, or any other requirement of, any federal, state, local or foreign government, legislature, governmental or administrative agency or commission, any self-regulatory association or authority, any Court or other tribunal of personal and subject matter jurisdiction, or any other municipality, governmental authority, or instrumentality or quasi-governmental entity or authority, whether currently in effect, or hereafter enacted or amended (hereinafter know as, "Law");

b) Violation or infringement of any Person's rights, including but not limited to, and IP Rights;

c) Misrepresenting, over-stating, making false, deceptive, or misleading statements or any other acts which violate federal and/or state law(s) pertaining to consumer protection and commercial conduct;

d) A breach of any term of this Agreement, including but not limited to, any representation, warranty or covenant made by You in this Agreement; and

e) Otherwise violating SOSComplete! rules or policies or interfering with SOSComplete!'s business, including but not limited to SOSComplete's Digital Products Requirements and Advertiser Requirements.

ii) Following the suspension of an account or holding of funds pursuant to this section, Section 5, SOSComplete! will review Your account. You acknowledge and assert that this review will be conducted in a manner to be decided buy SOSComplete! at its sole discretion. You agree to fully cooperate with any such review. If the review concludes that there is a reasonable basis to believe that misconduct has occurred, You agree that SOSComplete! may seize and/or retain funds in Your SOSComplete! account as liquidated damages and/or for the benefit of third (3rd) parties affected by such misconduct. You acknowledge, assert, and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to SOSComplete!.

iii) You understand that SOSComplete! may also temporarily hold any portion of the funds in Your SOSComplete! account if SOSComplete!, in its sole discretion, determines that such action is needed in order to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may incur with SOSComplete!, or any other Person.

iv) You agree, assert, and acknowledge that SOSComplete! may also pursue other remedies as permitted by Law.

v) In addition to the aforementioned sections and subsections, as well as all of the other rights and remedies available to SOSComplete! by Law or in justice and equity, and notwithstanding anything in this Agreement to the contrary, upon notice, (notice will be satisfied by sending You an email), SOSComplete! will have the right to immediately terminate this Agreement as well as Your privilege to access, use and/or otherwise participate in the SOSComplete! network. Upon such termination, You agree to immediately cease and desist all use all SOSComplete! network services. Without limitation to the foregoing, SOSComplete! shall have the right to immediately terminate Your access and use of every service of the SOSComplete! network, in the instance of any conduct which SOSComplete!, in its sole discretion, considers to be contrary to what is acceptable by SOSComplete!.  The provisions of this Section, in addition to any provisions which by their nature, are intended to survive, shall survive the termination of this Agreement.

6. SOSComplete!'s IP Rights

i) You must not use SOSComplete!'s name, trademarks, service marks, or any other IP Right of SOSComplete! in any manner whatsoever to suggest an association or affiliation with, or endorsement by SOSComplete!, without the express prior written consent of SOSComplete!, which SOSComplete! may withhold, or revoke at anytime for any reason. Promotional use of images of reproductions of Payment checks issued by SOSComplete!, without the express, prior written consent of SOSComplete! is strictly prohibited.

ii) Subject to the following terms and conditions, SOSComplete! grants You a limited, revocable license to use SOSComplete!'s name: (a) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines, or keyword-triggered advertising programs; (b) in meta-tags or legal hidden text, or (c) as a sub domain or second or third level domain name identifier:

1) SOSComplete! may revoke the aforementioned limited revocable license, and/or place restrictions upon Your use of SOSComplete!'s name, including but not limited to, requiring the use of such disclaimers as SOSComplete! may provide, in connection with Your use of SOSComplete!'s name, at anytime, for any reason, at SOSComplete!'s sole discretion.

2) The failure to comply with any restriction imposed by SOSComplete! upon Your use of SOSComplete!'s name, or the failure by You to immediately cease all use of SOSComplete!'s name if so instructed by SOSComplete!, shall constitute (a) a breach of the limited license set forth in this Section 6(ii); and (b) a breach of this entire Agreement. In such event, SOSComplete! reserves the right to pursue and all remedies available to it at Law, in justice, or in equity.

iii) Notwithstanding the limited revocable license set forth in Section 6(ii) above, as between the parties to this Agreement, SOSComplete! shall be and remain and remain the sole owner of all right, title, and interest in and to the SOSComplete! network and services provided by the network, (including, but not limited to, all IP Rights therein), and any other IP Rights, materials or other properties owned, licensed or controlled by SOSComplete!, and You hereby assign to SOSComplete!, all right, title, and interest You may be deemed to have therein. Subject to the limited rights expressly granted in this Agreement, SOSComplete! reserves all right, title, and interest in and to the SOSComplete! network and services provided by the network, (including, but not limited to, all IP Rights therein) and any other IP Rights, materials, or other properties owned, licensed, or controlled by SOSComplete!. All rights not specifically granted to You under this Agreement are expressly reserved by SOSComplete!.

7. Confidentiality and Non-Disclosure Obligations

i) In connection with this Agreement, SOSComplete! may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of SOSComplete! (hereinafter known as, "Confidential Information") including but not limited to (a) the identities of other Advertisers, Affiliates or Super Affiliates of SOSComplete!, (hereinafter referred to as, "SOSComplete! Clients"); (b) physical and data security information; (c) technical data; (d) SOSComplete! Offer statistics and sales/profit data; and/or (e) know-how or business information relating to business processes, methods, and marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (1) disclose any Confidential Information to any Person or Entity, or (2) use the Confidential Information (be it for Your own benefit, or the benefit of any other Person or Entity), without the express prior written consent of SOSComplete!. You may not use any Confidential Information for the purpose of soliciting, or to permit any others to solicit, SOSComplete! Clients to subscribe to any other services or promote the sale of any product which competes, either directly or indirectly, with SOSComplete! or the SOSComplete! network and the services which it offers, including but not limited to, the functionality offered by the SOSComplete! Offers Section. You agree and acknowledge that SOSComplete! may be required to provide to government agencies, or other third (3rd) parties information in its possession regarding You or the business which You conduct and/or have conducted with SOSComplete!.

ii) SOSComplete! does not encourage, and is unable to accept any ideas or information which You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information, and some minor non-personally identifiable information (as expressly provided for in the SOSComplete! Privacy Policy), any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to SOSComplete!, or otherwise in connection with the SOSComplete! Network and Services (hereinafter known as "Submissions"), shall be deemed to be non-confidential and non-proprietary, and SOSComplete! shall have absolutely no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in writing executed and delivered by You and a duly authorized agent of SOSComplete!. You hereby grant to SOSComplete! and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivative works of, publish, shell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now know or to become known in the future. SOSComplete! shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent, assert, and warrant that: (a) You own or otherwise have the right to grant the aforementioned license to SOSComplete! with respect to Your Submissions; (b) Your Submissions and any use thereof by SOSComplete! will not infringe or violate the rights of any Person or Entity (including any IP Rights); and (c) Your Submissions will not contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable content or material of any kind. You are and shall remain solely responsible for the content of any Submissions which You make and acknowledge that SOSComplete! is under no obligation whatsoever to respond to or use any Submission You may provide.

8. Export Control

You acknowledge and agree to comply with all applicable export Laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other United States Laws. You hereby represent and warrant that any Product promoted, offered and/or provided by You via the SOSComplete! network is approved for export fro the United States of America without additional authorization or licensing from the United States government. Should the export authorization status of Your Digital Products change, You agree to notify SOSComplete! in writing immediately. For Your convenience, information regarding U.S. export control regulations can be found at web pages for the Commerce Department (www.bis.doc.gov), the State Department (www.pmddtc.state.gov), and the U.S. Treasury Department (www.treas.gov/offices/enforcement/ofac/index.shtml).

9. Required Permits

You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with the legal operation of Your business.

10. Representations and Warranties

You represent, assert, acknowledge, and warrant that:

i) You, Your Products, and/or Your Promotions, as applicable, do not and will not, directly or indirectly: (a) invade the right to privacy or publicity of any Person; (b) contain any libelous, obscene, indecent, or otherwise unlawful material; (c) infringe upon any IP Rights in any jurisdiction or otherwise contravene any rights or any Person or Entity; or (d) violate any Law.

ii) You shall not: (a) wrap, frame, copy or mirror any content forming any part of the SOSComplete! network; (b) recreate the SOSComplete! network, or otherwise attempt to derive its source materials; (c) access the SOSComplete! network for the purpose of (I) building a competitive product or service, or (II) copying any feature, functionality, or graphics of the SOSComplete! network; (d) interfere with or disrupt the SOSComplete! network or any data contained therein; (e) attempt to gain unauthorized access to the SOSComplete! network, its related systems or structure; or (f) use the SOSComplete! network and services for any unlawful purpose, or in violation of the rights of any Person or Entity.

11. Indemnification

To the fullest extent permitted by Law, You agree that:

i) In the event that a Party commences any action, or files any claim whatsoever (hereinafter known as "Claim") in connection with Your use of the SOSComplete! network and services, Digital Product or Promotion, You shall defend, indemnify and hold harmless SOSComplete!, its related parties and affiliates, and its officers, directors, agents, employees, representatives, licensors, attorneys, heirs, successors, and assignees (hereinafter know as "SOSComplete! Party [Parties]"), from and against any and all damages, liabilities, claims or costs, including, but not limited to, the costs of investigation, defense, reasonable attorneys' fees, litigation, and court costs, (hereinafter referred to as, "Losses") incurred by any SOSComplete! Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive, or statutory.

ii) Upon receiving notice of any Claim for which SOSComplete! is entitled to indemnification by You, SOSComplete! shall provide You with written notice, and opportunity to assume sole control over the defense or settlement of such Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; only if (a) any settlement which would impose an unindemnified monetary obligation on and/or admission or finding of liability or wrongdoing by SOSComplete! will require SOSComplete!'s prior express written consent; and (b) failure by SOSComplete! to provide timely notice, control, or assistance, shall not relieve You of Your obligations; and (c) SOSComplete! may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at SOSComplete!'s own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to SOSComplete!'s use of such counsel.

iii) In the event that SOSComplete! incurs costs, attorneys' fees, or other expenses related to responding to any complaint other than a Claim, in connection with, or in relation to Your Products or Promotions, including complaints under the DMCA, SOSComplete! reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by SOSComplete! up to a maximum of $5000 USD per event. You authorize, and release SOSComplete! from any liability in connection with such deductions.

12. Limitation of Liability

In no event shall any SOSComplete! Party, or its heirs, successors and assigns, be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever arising out of, resulting from, or in connection with this Agreement and/or any (i) use of or inability to use the SOSComplete! network and services; (ii) personal injury, property damage, or losses of any kind whatsoever, resulting from your access to and/or use of the SOSComplete! network and services; (iii) unauthorized access to or use of any and all personal information and/or financial information stored therein, (iv) interruption or cessation of transmission to or from the SOSComplete! network and services, and/or (v) bugs, viruses, trojan horses, spy ware, or the like, which may be transmitted to or through the SOSComplete! network and service, whether or not SOSComplete! is advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the maximum cumulative and aggregate liability of SOSComplete! for all costs, losses or damages from claims arising under or related in any way to this Agreement, whether in contract, tort, or otherwise, shall not exceed an amount equal to the total amounts due and payable by SOSComplete! to You under this Agreement for the month immediately preceding the date upon which such damages accrue. The limitation of liability herein is a fundamental element of the basis of the bargain and reflects a fair allocation of risk. The SOSComplete! network and services, and any services or information offered through the SOSComplete! network and services, would not be provided without such limitation and You agree that the limitation of liability and disclaimers specified herein will survive and apply even if found to have failed of their essential purpose, because some venues/jurisdictions do not allow the exclusion or limitation of certain categories of damages. In such venues/jurisdictions, You agree that the liability of SOSComplete! shall be limited to the fullest expert permitted by such venue/jurisdiction.

13. General Terms and Conditions

(i) Governing Law; Dispute Resolution. You agree that Minnesota law will govern this Agreement, other than such laws, rules, regulations, and case law that would result in the application of the laws of a jurisdiction other than the State of Minnesota, and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Minneapolis or Saint Paul, Minnesota. You hereby submit to the personal jurisdiction and venue of such Courts, and waive any objection based on inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, CROSSCLAIM, OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.

ii) Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint ventures, employer and employee, fiduciary or similar relationship between any Party to this Agreement. You agree that any content stored on SOSComplete!'s servers in relation to any Digital Products registered by You vial the SOSComplete! network is solely at Your direction, and nothing contained in this Agreement, nor in Your use of the SOSComplete! network, shall be construed as shifting responsibility for such publication to SOSComplete!. You are not authorized to make any promise, warranty, or representation on behalf of SOSComplete!, or to obligate, or attempt to obligate SOSComplete! in any manner whatsoever. You shall not represent to any person or entity that You are an agent of SOSComplete!, nor fail to correct any misunderstanding as to such status.

iii) Assignment. SOSComplete! may freely assign or transfer any and all of the rights and obligations described under this Agreement without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of SOSComplete!. This Agreement shall be binding upon, and attorn/inure to the benefit of the parties hereto and their respective successors and assigns.

iv) Severability. If any provision in this Agreement is declared or determined by any Court to be unenforceable or invalid: (a) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (b) the unenforceable or invalid part, term, or provision shall not be deemed to be a part of this Agreement; and (c) such Court may substitute a provision which is legal and enforceable, and is as nearly as possible consistent with the original intentions underlying the original provisions. If the remainder of this Agreement is not materially affected by such declaration or finding, and is capable of substantial performance, then the remainder shall be enforced to the fullest extent permitted by applicable Law.

v) Publicity. You shall not issue or make any publicity release (including press releases and advertising or solicitation materials), or other public statement: (a) relating to this Agreement; (b) using SOSComplete!'s name or referencing SOSComplete!'s network and services; or (c) suggesting or implying any endorsement by SOSComplete! of You and/or any Digital Products without prior written approval from an authorized agent of SOSComplete!, which SOSComplete! may withhold at its sole discretion.

vi) Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this subject matter. SOSComplete! reserves the right to amend this Agreement at any time. If and when SOSComplete! amends this Agreement, SOSComplete! shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at www.soscomplete.com or its dashboard that; (a) such changes or amendments have be made; and (b) identifying which particular provisions have changed. Such announcement shall be maintained for no less than thirty (30) days following the effective date of such amendment. Your continued use of the SOSComplete! network, following the posting of such amendment will signify and be deemed Your agreement with and acceptance of the revised Agreement. You agree that You have the burden to periodically review www.soscomplete.com to inform Yourself of any such changes.

vii) Waiver. The waiver or failure by SOSComplete! to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of SOSComplete!, as set forth in this Agreement, are cumulative in scope, and are in addition to any rights or remedies which SOSComplete! may otherwise have at law, justice, or equity, except with respect to any sole and exclusive remedies expressly provided for herein.

viii) Equitable Actions. You acknowledge and agree that any breach or threatened or anticipatory breach of this Agreement may cause immediate and irreparable harm to SOSComplete! which would not be adequately and fully compensated by monetary damages, and that SOSComplete! may seek injunctive relieve, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Minnesota, or any other Court of competent personal and subject matter jurisdiction anywhere in the world (at SOSComplete!'s sole discretion), and, You hereby consent to the personal and subject matter jurisdiction of any such Court, and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relieve in the way of monetary damages.

ix) Force Majeure. SOSComplete! shall not be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in government regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, SOSComplete!.

x) Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand, or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (a) actual receipt, irrespective of the method of delivery; (b) the time of transmission from SOSComplete! if sent via email, as date stamped by SOSComplete!'s systems; (c) on the delivery day following dispatch, if sent by express mail (or similar next day air courier service); or (d) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt or signature requested, postage prepaid, and addressed to the last address provided by the subject party.

xi) Headings and Interpretations. The table of contents and the descriptive heading are for convenience only, and shall not control or affect the meaning or construction of any provision of this Agreement.

DISCLAIMER:

YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR YOUR DECISION TO USE THE SOSCOMPLETE! NETWORK AND SERVICES. THE SOSCOMPLETE! NETWORK AND RELATED SERVICES ARE OFFERED "AS IS" AND SOSCOMPLETE! DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT WITHOUT LIMITATION TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.