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INTRODUCTION.
Welcome to Sophie Dee Ventures LLC (the “Website”). This is a binding
legal agreement (the “Agreement”) between you (“you”, “your”
or “Customer”), and Sophie Dee Ventures LLC (“Sophie Dee Ventures LLC,”
“we”, “our” or “us”), the owner and administrator of the
Website regarding your use of the Website and your purchase of any
“Shoutouts(s)” through the Website, along with related services,
features, content, and offers provided on or through the Website.
- Effective Date.
The “Effective Date” of this Agreement is the earlier of Jan 1,
2019 or your first visit to the Website.
- ATTENTION: PLEASE
READ THIS AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE. THESE
TERMS OF USE DESCRIBE YOUR LEGAL RIGHTS AND RESPONSIBILITIES, AND
BY ACCESSING OR USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND
AND ABIDE BY THESE TERMS OF USE.
- THIS AGREEMENT
CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH
AFFECT YOUR LEGAL RIGHTS.
- IT IS STRONGLY
RECOMMENDED THAT YOU REVIEW THIS AGREEMENT IN ITS ENTIRETY BEFORE
ACCESSING, USING OR BUYING ANY PRODUCT THROUGH THE WEBSITE. IF YOU
DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT
OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE.
- If you do not
agree to be bound by these Terms, you may not enter, access or use
the Website, or purchase any products through this Website, and you
should exit the Website immediately. By accessing, using or
ordering products through the Website, you affirm that you have
read this Agreement and understand, agree and consent to all Terms
contained herein. You further agree not to use or access Website if
doing so would violate the laws of your state, province or country.
- Separate Privacy
Policy. By using the Website, you represent and warrant that you
have read and understood, and agreed to be bound, by this Agreement
and Sophie Dee Ventures LLC’s Privacy Policy (the “Privacy Policy”),
which is incorporated herein by reference and made part of this
Agreement.
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CHANGES TO
AGREEMENT AND PRIVACY POLICY. Sophie Dee Ventures LLC reserves the right,
in its sole discretion, to make changes to the Website, and to
revise, amend, or modify this Agreement and its other policies and
agreements that govern your use of the Website and an individual’s
access to this Website at any time and in any manner, or to
terminate this Website without prior notice to you. Accordingly, you
should periodically check this page for any modifications of these
Terms. Your continued access or use of the Website shall be deemed
your acceptance of these changes.
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ELIGIBILITY.
- Legal Age
Requirement. You must be at least 18 years of age or the age of
majority in your jurisdiction of residence (whichever is older) to
purchase items from the Website. By placing an order through the
website, you represent that you are at least 18 years old or the
age or majority (whichever is older) and that the person to whom
the Shoutouts will be delivered is also the age of majority.
Sophie Dee Ventures LLC reserves the right to request any buyer to provide
written proof of age in any form. At the time of delivery, any
delivery containing Shoutouts may require further the signature of
an adult possessing valid picture identification issued by a
government agency providing that he or she is at least 18 years old
or the age or majority, whichever is greater.
- Corporate Use. If
you are using the Website or purchasing any Shoutouts on behalf of
a company or other business entity, you further represent and
warrant that you are authorized to act and enter into contracts on
behalf of that company.
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LICENSE. Subject to
your continued strict compliance with this Agreement, Shoutout
Express provides to you a revocable, limited, non-exclusive,
royalty-free, non-sublicensable, and non-transferable license to use
the Website. You hereby acknowledge and agree that this Agreement
provides you with only a limited license to access and use the
Website. Accordingly, you hereby acknowledge and agree that Shoutout
Express transfers no ownership or intellectual property interest or
title in and to the Website to you or anyone else under this
Agreement. Sophie Dee Ventures LLC hereby reserves any and all intellectual
property rights not otherwise expressly granted in this Agreement.
In addition, you acknowledge and agree that exceeding the scope of
the license herein shall be a material breach of this Agreement and
subject to the termination provisions set forth herein.
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PAYMENTS, RETURNS
AND OTHER TERMS RELATED TO PURCHASES THROUGH THE WEBSITE.
- Ordering Shoutouts
through the Website. All orders placed through the Website are
subject to Sophie Dee Ventures LLC's acceptance. After your order has been
placed, we will provide you with an email confirming our receipt of
your order. The confirmation you receive does not constitute our
acceptance of your order. Rather, we are only confirming our
receipt of your order. Sophie Dee Ventures LLC may refuse to accept or may
cancel any order, whether or not the order has been confirmed, for
any or no reason, and without liability to you or anyone else. If
your payment card or payment method has already been charged for an
order that is later cancelled by Sophie Dee Ventures LLC, we will issue
you a refund. If you do not receive confirmation that your order
has been placed, please contact our Customer Service Department at
https://shoutoutexpress.com/contacts.
Your order will be deemed accepted upon its delivery and your
receipt of a delivery confirmation of your order. Processed orders
will be delivered according to the terms of our delivering
policies, which are summarized herein.
- The Shoutouts are
sold on a one-time basis.
- Sophie Dee Ventures LLC
is not part of or affiliated with, Onlyfans, Twitter, Skype,
Instagram, or its parent company Facebook in any way. It is your
responsibility to follow each separate platforms respective
guidelines.
- Sophie Dee Ventures LLC
is in no way liable for any account suspension, ban, or picture
deletion done to your account by Instagram.
- Sophie Dee Ventures LLC
uses the internet to deliver digital services. Therefore, we
cannot always guarantee up time availability of our website and
service.
- Results,
including the expected nature of the shoutout, cannot be
guaranteed. Furthermore, we can’t guarantee the continuous,
uninterrupted or error-free operability of the services.
- We reserve the
right to refuse or discontinue the supply of the Shoutouts or any
program at any time in our sole discretion.
- Cancellation of
Orders by Sophie Dee Ventures LLC. While we want everyone to be able to
enjoy our shoutouts, we may, in our sole discretion, not accept an
order or limit or cancel quantities purchased per person, per
household or per order. Some reasons we may do so include, but are
not limited to, the following:
- Orders that, in
our sole discretion, appear to be placed by dealers, resellers or
distributors of Shoutouts;
- Orders that, in
our sole discretion, appear to be fraudulent. We reserve the right
to cancel or not accept any order that we suspect to have been
placed as a result of fraudulent activity. We further reserve the
right to cancel or not accept subsequent orders from customers
with a previous fraudulent order history; and
- Orders that
cannot be processed as a result of incorrect or invalid billing,
shipping or payment information. Be sure to double-check your
information when placing an order. Common issues that prevent us
from processing orders include:
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Incorrect credit
or debit card information such as a card number, expiration date
and card security value;
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Incorrect
payment method billing information (billing information provided
must be the same as what your financial institution has on
record);
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Orders connected
to previous credit card disputes.
- Changes to
Shoutouts Pricing and Packages. We reserve the right to modify the
prices charged for the Shoutouts, or to add or remove any Shoutouts
packages from the Website at any time without prior notice to you.
The pricing for orders placed prior to any price modification shall
be honored. For current pricing and descriptions of products sold
by Sophie Dee Ventures LLC, please visit the website. Any applicable
discounts or promotional prices will be noted at the time of
purchase on the checkout page for your order. Additional notices,
terms, and conditions (including, without limitation, payment
terms) may apply to the purchase of certain products and/or
packages, participation in certain events or programs, and/or to
specific portions or features of the Website, all of which are made
a part of this Agreement by this reference. You agree to abide by
such other notices, terms, and conditions, including where
applicable representing that you are of sufficient legal age to
acquire a product and/or use or participate in any event or
program, service, or feature. If there is a conflict between this
Agreement and the terms posted for or applicable to a specific
portion of the Website, including any areas to enable the on-line
purchase of items or for any program, event or service offered on
or through the Website, the latter terms shall control with respect
to your use of that portion of the Website. Sophie Dee Ventures LLC’s
obligations, if any, with respect to its services, events,
programs, and/or products are governed solely by the terms,
conditions, notices, and agreements pursuant to which they are
provided, and nothing on this Website should be construed to alter
such terms, conditions, notices, and agreements.
- Refund and Return
Policy. No refunds are permitted once the order has been placed. We
will only honor refund requests for technical errors or undelivered
orders. You may contact us at https://shoutoutexpress.com/contacts
request a refund. All requests for refunds will be handled by
customer service on a case-by-case basis and may not be available
if more than 30 days have passed from the date you placed your
original order. When emailing us, please include your full name and
address, as well as the name of the Shoutouts that you ordered. The
following additional terms apply to our refund policy:
- Customers are
restricted to receiving a single refund.
Repetitive refunds are not permitted unless the Shoutouts, were
not delivered to you. Sophie Dee Ventures LLC reserves the right to
refuse a refund to any customer who repeatedly requests refunds or
who, in Sophie Dee Ventures LLC’s sole discretion, requests refunds in
bad faith.
- Depending on your
bank, your
refund can take up to thirty (30) days
to appear on your credit or debit card statement. If you have any
questions about whether a refund has been issued by Shoutout
Express, please contact your customer service account at
https://shoutoutexpress.com/contacts
- Reversals and
Chargebacks. If you are unhappy with the Shoutouts, we ask that you
contact us pursuant to the preceding section instead of seeking a
chargeback or reversal through your payment card institution. We
consider chargebacks and reversals as potential cases of fraudulent
use of our services and/or theft of services and they will be
treated as such. We reserve the right to dispute your chargeback
and file a complaint with the appropriate local and federal
authorities to investigate. Be advised that all activity and IP
address information is being monitored and that this information
may be used in a civil and/or criminal case(s) against a client if
there is fraudulent use and/or theft of services.
- Billing &
Customer Support. If you have any questions, please contact Our
Customer Service Department here
https://shoutoutexpress.com/contacts.
When emailing us, please include your full name and address, as
well as the name of the Shoutouts(s) that you ordered. Our Customer
Service Department is open 9-5 PST Monday-Friday 5 days a
week. Responses usually take less than 24 hours.
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YOUR
REPRESENTATIONS. In addition to your representations and warranties
made elsewhere in this Agreement, you hereby represent and warrant
that:
- You will, at all
times, provide true, accurate, current, and complete information
when submitting information to the Website, including, without
limitation, when you provide any information to Sophie Dee Ventures LLC
via an email or any registration or submissions form found on the
Website. If you provide any false, inaccurate, untrue, or
incomplete information, Sophie Dee Ventures LLC reserves the right to, in
its sole discretion immediately and without notice, terminate your
access to and use of this Website and/or cancel any of your pending
Shoutouts purchases or Subscriptions with Sophie Dee Ventures LLC;
- You will abide by
all applicable local, state, national, and international laws and
regulations with respect to your use of this Website and purchase
of any Shoutouts;
- You acknowledge
and agree that use of the Internet and this Website are solely at
your own risk. While Sophie Dee Ventures LLC has endeavored to create a
secure and reliable Website, the confidentiality of any
communication or material transmitted to/from the Website over the
Internet or any other form of global communication network cannot
be guaranteed. Accordingly, Sophie Dee Ventures LLC is not to any degree
responsible or liable for the security of any information
transmitted via the Internet, the accuracy of the information
contained on the Website, or for the consequences of any reliance
on such information. You must make your own determination as to
these issues.
- You will not
request a shoutout that violates any of the platforms terms of
service.
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OUR
REPRESENTATIONS; DISCLAIMERS.
- We endeavor to
provide you with accurate information about our Shoutouts. We do
not warrant or represent that such information is error-free. All
product specifications, performance data and other information on
the Website is for informational and illustrative purposes only,
and do not constitute a guarantee or representation that the
products will conform to such specifications or performance data.
- We do not warrant
or represent that our products will provide you with any particular
benefits, or that your results will match those of others who use
our products.
- THE WEBSITE AND
THE SERVICES AND MATERIALS AVAILABLE ON OR THROUGH THE WEBSITE ARE
PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY
INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. Sophie Dee Ventures LLC
DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
USE OR THE RESULTS OF THE USE OF ANY INFORMATION, INCLUDING,
WITHOUT LIMITATION, ANY AUDIO, VISUAL, OR VIDEO CONTENT POSTED,
MADE AVAILABLE THROUGH, OR ACCESSIBLE ON THE WEBSITE. MOREOVER,
Sophie Dee Ventures LLC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE
SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR
ACCURACY OF THE WEBSITE AND THE SERVICES AND MATERIALS AVAILABLE ON
THE WEBSITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. Sophie Dee Ventures LLC MAY, IN ITS SOLE AND ABSOLUTE
DISCRETION AND WITHOUT ADVANCE NOTICE, MAKE MODIFICATIONS AND/OR
CHANGES TO THE WEBSITE AND/OR THE SERVICES AND MATERIALS AVAILABLE
ON THE WEBSITE AT ANY TIME. YOU ASSUME THE SOLE RISK OF USING
AND/OR RELYING ON THE SERVICES AND MATERIALS AVAILABLE ON THE
WEBSITE.
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CONSENT TO RECEIVE
ELECTRONIC COMMUNICATIONS.
- Advertising and
Promotional Communications. By providing your name, email, postal
or residential address, and/or phone number through the Website,
you expressly consent to receive electronic and other
communications from us, over the short term and periodically,
including email and short-message service ("SMS" or "text
message") communications. These communications will be about
the Website, the Shoutouts, new product offers, promotions, and
other matters. You may opt out of receiving electronic
communications at any time by following the unsubscribe
instructions contained in each communication, or by contacting
customer service at https://shoutoutexpress.com/contacts.
You agree that these electronic communications satisfy any legal
requirements that communications or notices to you be in writing.
- Communications
About Your Account and Purchases. Sophie Dee Ventures LLC may contact you
by email, telephone or postal mail for any purpose relating
specifically to your use of the Website and purchases, including,
but not limited to, (i) follow-up calls, (ii) customer satisfaction
surveys, and (iii) inquiries about any orders you placed, or
considered placing, at or through the Website. If you unsubscribe
from receipt of advertising and promotional communications pursuant
to the preceding section, it will not affect your receipt of these
account-specific communications.
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INTELLECTUAL
PROPERTY.
- You hereby
acknowledge that Sophie Dee Ventures LLC provides you with only a limited
license to access and use the Website. Accordingly, you hereby
expressly acknowledge and agree that Sophie Dee Ventures LLC transfers no
ownership or intellectual property title in and to the Shoutout
Express materials to you or to anyone else under these Terms of
Use. All materials, including without limitation, text, graphics,
interfaces, photographs, audio, video, sounds, images, artwork,
computer code (including html code), programs, software, products,
information, and documentation as well as the design, structure,
selection, coordination, expression, “look and feel,” and
arrangement of any content contained on or available through the
Website, unless otherwise expressly indicated in writing, are
owned, controlled, and licensed exclusively by Sophie Dee Ventures LLC
and/or its suppliers and are protected by United States and foreign
laws including, but not limited to, United States copyright, trade
secret, patent, and trademark law, as well as other state,
national, and international laws and regulations. Except as
expressly provided in this Agreement, Sophie Dee Ventures LLC does not
grant any express or implied intellectual property or proprietary
right to you or any other person. Accordingly, your unauthorized
use of this Website will violate intellectual property or other
proprietary rights laws of the United States and/or a foreign
nation, as well as other laws, regulations, and statutes.
- The Shoutout
Express website
is Copyrighted © 2020 by Sophie Dee Ventures LLC and/or its licensors.
All rights reserved. Sophie Dee Ventures LLC also owns a copyright in the
contents of the Website as a collective work and/or compilation and
in the selection, coordination, arrangement, and enhancement of the
content of the Website. Any downloadable or printable programs,
information, or materials available through this Website and all
intellectual property and/or proprietary rights related thereto,
unless otherwise expressly indicated in writing, are owned
exclusively by Sophie Dee Ventures LLC and/or its suppliers.
- All names, logos,
and icons identifying Sophie Dee Ventures LLC, its affiliates and/or
subsidiaries, and any of their events, programs, products, and/or
services are owned exclusively by Sophie Dee Ventures LLC, and any use of
such marks without the prior express written permission of Shoutout
Express is hereby strictly prohibited. Other product and company
names mentioned herein may be the trademarks and/or service marks
of their respective owners.
- Sophie Dee Ventures LLC
hereby reserves any and all intellectual property rights in the
Website materials not otherwise expressly granted in this
Agreement. Nothing contained in this Website should be construed as
granting any license or right to use any trademark, logo, trade
name, or design displayed on this Website without the written
permission of Sophie Dee Ventures LLC, or the respective owner of the
trademark.
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DISPUTE RESOLUTION.
- Binding
Arbitration.
- If you and
Sophie Dee Ventures LLC cannot resolve a dispute or legal claim (each, a
“Claim”) through negotiations, either party may elect to have
the Claim finally and exclusively resolved by binding arbitration.
Any election to arbitrate by one party shall be final and binding
on the other(s).
- You
acknowledge that without this provision, you would have the right
to sue in court with a jury trial or to participate in a class
action.
- The language in
this Agreement shall be interpreted in accordance with its fair
meaning and not strictly for or against either party.
- The arbitration
shall be commenced and conducted under the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"),
as modified by this Agreement, available at the AAA website
www.adr.org
or by calling the AAA at 1-844-677-2674. Except as otherwise
provided for in this Agreement, Sophie Dee Ventures LLC will pay the AAA
filing, administration, and arbitrator fees. If, however, the
arbitrator finds that either the substance of your claim or the
relief sought is frivolous or brought for an improper purpose (as
measured by the standards set forth in Federal Rule of Civil
Procedure 11(b)), then you will pay the arbitrator fees, in
addition to any amount that exceeds the filing fees. In that case,
you also agree to reimburse Sophie Dee Ventures LLC for all payments
disbursed that are your obligation to reimburse under the AAA
Rules. The arbitrator is bound by the terms of this Agreement. All
issues are for the arbitrator to resolve, except that issues
relating to the enforceability of the arbitration provision are
for a Court of Competent Jurisdiction to resolve. The arbitration
may be conducted in person, through document submission, through
telephone, or online. The arbitrator will issue a decision in
writing, but need only provide a statement of reasons if requested
by a party. The arbitrator must follow applicable law, and any
award may be challenged if the arbitrator fails to do so. Shoutout
Express may litigate to compel arbitration in court, to stay
proceedings pending arbitration, or to modify, confirm, vacate, or
enter judgment on the award entered by the arbitrator. The
arbitrator shall award costs to the prevailing party (including,
without limitation, fees, expenses, and reasonable attorneys'
fees) at any time during the proceeding and upon request from
either party, within 14 days of the arbitrator's ruling on the
merits.
- Restrictions
Against Joinder of Claims.
- You and
Sophie Dee Ventures LLC agree that any arbitration shall be limited to
each Claim individually. You and Sophie Dee Ventures LLC agree that each
may only bring claims against the other in your or Shoutout
Express's individual capacity and not as a plaintiff or class
member in any purported class or representative proceeding.
- If this specific
provision is found to be unenforceable in a Court of Competent
Jurisdiction, the Claim will still be finally and exclusively
resolved by binding arbitration upon the election of either party,
and any election to arbitrate by one party shall be final and
binding on the other(s). In addition: (1) no arbitration shall be
joined with any other arbitration, and (2) there is no right for
any Claim to be arbitrated on a class-action basis or to employ
class action procedures, and (3) there is no right of authority
for any dispute to be brought in a purported representative
capacity on behalf either of the general public or any other
individuals.
- Remedies in Aid of
Arbitration; Equitable Relief. This agreement to arbitrate will not
preclude you or Sophie Dee Ventures LLC from seeking provisional remedies
in aid of arbitration, including without limitation orders to stay
a court action, compel arbitration, or confirm an arbitral award,
from a Court of Competent Jurisdiction. Furthermore, this agreement
to arbitrate will not preclude you or Sophie Dee Ventures LLC from
applying to a Court of Competent Jurisdiction for a temporary
restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary. "Court of Competent
Jurisdiction" means any federal or state court: (1) that has
jurisdiction over the subject matter; and (2) that is located in
NV.
- Venue for any
Judicial Proceeding.
- This Agreement,
including without limitation this Agreement's interpretation,
shall be treated as though this Agreement were executed and
performed in the State of NV, and shall be governed by and
construed in accordance with the laws of the State of NV without
regard to its conflict of law principles. The language in this
Agreement shall be interpreted in accordance with its fair meaning
and not strictly for or against either party.
- The proper venue
for any judicial action arising out of, relating to, or in
connection with this Agreement will be the state and federal
courts located in or nearest to NV. The parties stipulate to, and
agree to waive any objection to, the personal jurisdiction and
venue of such courts, and further expressly submit to
extraterritorial service of process.
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TERMINATION.
- By Company.
Without limiting any other provision of this Agreement, Shoutout
Express reserves the right to, in Sophie Dee Ventures LLC's sole
discretion and without notice or liability, deny use of the Website
or purchase of Shoutouts to any person for any reason or for no
reason at all, including without limitation for any breach or
suspected breach of any representation, warranty, or covenant
contained in this Agreement, or of any applicable law or
regulation.
- Automatic
Termination Upon Breach by You. This Agreement shall automatically
terminate if you breach any of this Agreement's representations,
warranties, or covenants. Such termination shall be automatic, and
shall not require any action by Sophie Dee Ventures LLC. By You. You may
terminate this Agreement and your rights under it at any time, for
any or no reason at all, by calling customer service and following
the cancellation procedure outlined in Section 6(b)(ii).
- Effect of
Termination.
- Any termination
of this Agreement automatically terminates all rights and licenses
granted to you under this Agreement, including all rights to use
the Website or any Shoutouts. Upon termination, Sophie Dee Ventures LLC
may, but has no obligation to, in Sophie Dee Ventures LLC’s sole
discretion, rescind any services and/or delete from Shoutout
Express's systems all your Personal Information and any other
files or information that you made available to Sophie Dee Ventures LLC
or that otherwise relate to your use of the Website. Upon
termination, you shall cease any use of the Website or Shoutouts.
- After
termination, Sophie Dee Ventures LLC reserves the right to exercise
whatever means it deems necessary to prevent your unauthorized use
of the Service, including without limitation technological
barriers such as IP blocking and direct contact with your Internet
Service Provider.
- Legal Action. If
Sophie Dee Ventures LLC, in Sophie Dee Ventures LLC's discretion, takes legal
action against you in connection with any actual or suspected
breach of this Agreement, Sophie Dee Ventures LLC will be entitled to
recover from you as part of such legal action, and you agree to
pay, Sophie Dee Ventures LLC’s reasonable costs and attorneys' fees
incurred as a result of such legal action. Sophie Dee Ventures LLC will
have no legal obligation or other liability to you or to any third
party arising out of or relating to any termination of this
Agreement.
- Survival. Upon
termination, all rights and obligations created by this Agreement
will terminate, except that the following Sections will survive any
termination of this Agreement: Sections 1-3, 5, 7-8, and 10-19.
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RESTRICTIONS.
- Notwithstanding
the foregoing license grant, you may not modify, translate,
decompile, create derivative work(s) of, copy, distribute,
disassemble, broadcast, transmit, publish, remove or alter any
proprietary notices or labels, license, sublicense, transfer, sell,
mirror, frame, exploit, rent, lease, private label, grant a
security interest in, or otherwise use in any manner not expressly
permitted herein, any materials from the Website or the Website
itself. Specifically, and by way of illustration and not
limitation, you may not separate and use any graphics, interfaces,
photographs, audio, video, sounds, artwork, designs, computer code
(including html code), programs, software, and documentation found
on or accessible through the Website. The use of any such material
on any other website or computer environment is prohibited.
- Moreover, without
the express prior written authorization of Sophie Dee Ventures LLC, you
may not:
- Frame or utilize
any framing techniques in connection with the Website or any of
the Materials;
- Use any meta-tags
or any other “hidden text” using the Website’s name or
marks;
C. Attempt to gain unauthorized access to (a) any
portion or feature of the Website, (b) any other systems or
networks connected to the Website, (c) any Sophie Dee Ventures LLC
server, or (d) to any of the services offered on or through the
Website, by hacking, password “mining,” or any other
illegitimate or prohibited means.
- Probe, scan, or
test the vulnerability of the Website or any network connected to
the Website, nor breach the security or authentication measures on
the Website or any network connected to the Website;
- Use any “deep
link,” “page scrape,” “robot,” “spider,” or any
other device, program, script, algorithm, or methodology, or any
similar or equivalent manual process, to access, acquire, copy, or
monitor any portion of the Website or in any way reproduce or
circumvent the navigational structure or presentation of the
Website in order to obtain or attempt to obtain any materials,
pictures, documents, or any other information through any means
not purposely made available through the Website;
- Use any device,
software or routine to bypass any operational element or to
interfere, or attempt to interfere, with the proper working of the
Website, server or activities conducted therein;
- Take any action
that imposes an unreasonable or disproportionately large load on
the Website or its network infrastructure;
- Reverse look-up,
trace, or seek to trace any information on any other user of or
visitor to the Website;
- Forge headers,
impersonate a person, or otherwise manipulate identifiers in order
to disguise your identity or the origin of any message or
transmittal you send to Sophie Dee Ventures LLC on or through the
Website;
- Use the Website
to harvest or collect e-mail addresses or other contact
information; or
- Use the Website
in an unlawful manner or in a manner that could damage, disparage,
or otherwise negatively impact Sophie Dee Ventures LLC.
- WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, DOWNLOADING, COPYING OR
REPRODUCING ANY MATERIALS PROVIDED BY VEGAS DAVETO ANY OTHER
SERVER, HARD DRIVE OR LOCATION FOR THE PURPOSE OF REPRODUCTION OR
REDISTRIBUTION IS EXPRESSLY PROHIBITED.
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SOCIAL MEDIA PAGES;
PERMISSIONS TO USE YOUR POSTINGS.
- Sophie Dee Ventures LLC
Social Media Pages. The Website, and/or any social media page
controlled by Sophie Dee Ventures LLC that is accessible directly through
the Website (each, a “Sophie Dee Ventures LLC Social Media Page(s)”),
may contain blogs, message boards, comment areas and other
interactive features and functionality where users may post (each,
a “Posting”) certain information and content (collectively,
“Forum”). To the extent the Website and/or any Sophie Dee Ventures LLC
Social Media Page contains any such Forum, you agree that you will,
at all times, provide true, accurate, current, and complete
information when Posting or submitting any form in conjunction with
a Posting. If you provide any false, inaccurate, untrue, or
incomplete information, Sophie Dee Ventures LLC reserves the right to
terminate immediately your access to and use of this Website and
all Sophie Dee Ventures LLC Social Media Pages.
- In addition, you
hereby acknowledge and agree that when using the Website and/or any
Sophie Dee Ventures LLC Social Media Page, you will not upload, post,
display, or transmit any of the following materials on any Forum or
as part of any Posting:
- anything that
interferes with or disrupts the operation of the Website and/or
Sophie Dee Ventures LLC Social Media Page,
- anything that
violates any laws or regulations or infringes or violates the
rights of any person or entity, including Sophie Dee Ventures LLC,
- statements or
material that defames, harasses, abuses, stalks, threatens,
intimidates, or in any way infringes on the rights of others,
- unauthorized
copyrighted materials or any other material that infringes on the
intellectual property rights, trade secrets, or privacy of others,
- statements or
material that encourages criminal conduct or that would give rise
to civil liability or otherwise violates any law or regulation in
any jurisdiction,
- statements or
material that contains vulgar, obscene, profane, or otherwise
objectionable language or images that typically would not be
considered socially or professionally responsible or appropriate
in person,
- statements or
material that impersonates any other person or entity, whether
actual or fictitious, including, without limitation, employees and
representatives of Sophie Dee Ventures LLC,
- statements or
material that misrepresents your affiliation with any entity
and/or Sophie Dee Ventures LLC,
- statements or
material that constitutes junk mail, spam, or unauthorized
advertising or promotional materials, and
- statements or
material that are “off-topic” for a designated Forum.
- You acknowledge
and agree that you have no proprietary interest in any Forum.
Moreover, by submitting content or information of any type in a
Posting, including but not limited to success stories,
testimonials, feedback, and/or photographs, to a Forum or by
otherwise using the Website and/or a Sophie Dee Ventures LLC Social Media
Page to transmit or display a Posting, you automatically grant
Sophie Dee Ventures LLC a royalty-free, perpetual, irrevocable,
non-exclusive, transferable and sub-licensable right and license to
use, reproduce, modify, publish, translate, create derivative works
from, distribute, transmit, perform, and display such content or
information (in whole or in part) worldwide and/or to incorporate
into other works in any form, media, or technology now known or
later developed for the full term of any rights that may exist in
such content or information. You agree to waive any and all moral
rights in the Postings. You agree that by making a Posting, such
Posting is not confidential for all purposes and Sophie Dee Ventures LLC
shall not be liable for any use or disclosure of such Posting by us
or others. You hereby represent that you have all necessary rights
to make the Posting available to Sophie Dee Ventures LLC and a Forum, and
you also acknowledge and agree that such Postings are
non-confidential for all purposes and that Sophie Dee Ventures LLC has no
control over the extent to which any idea or information within a
Posting may be used by any party or person once such content is
posted or displayed on the Website and/or a Sophie Dee Ventures LLC Social
Media Page. Accordingly, notwithstanding this right and license,
you hereby acknowledge and agree that by merely permitting your
information, content, and materials to appear on the Website and/or
a Sophie Dee Ventures LLC Social Media Page, Sophie Dee Ventures LLC has not
become and is not a publisher of such information, content, and
materials and is merely functioning as an intermediary to enable
you to provide and display a Posting. Moreover, Sophie Dee Ventures LLC
assumes no responsibility for the deletion of or failure to store
any Posting and recommends that you do not post, display, or
transmit any confidential or sensitive information. All users shall
remain solely and exclusively responsible for any liability arising
from their own Postings.
-
THIRD PARTY
PRODUCTS, SERVICES AND LINKS. The Website may contain the third
party advertisements and/or provide links to other third party
websites that feature materials, programs, events, products, and
services provided by third parties. You acknowledge that Shoutout
Express is not responsible for the availability of such external
sites or resources, and does not endorse any such site, its use or
contents and is not responsible or liable for any content,
advertising, products, or other materials on or available from such
web sites or resources. Sophie Dee Ventures LLC makes no representations
with respect to, nor does it guarantee or endorse, the quality,
non-infringement, accuracy, completeness, timeliness, reliability,
or correct sequencing of such third party materials, programs,
events, products, and services or any other materials, programs,
events, products, and services which you may access through such
third party materials, products, and services. Moreover, links
and/or advertisements for third party goods or services do not imply
an endorsement with respect to any third party website or the
products or services provided by any third party. Your
correspondence or any other dealings with third parties found on
this Website are solely between you and such third party and subject
to the third party websites’ terms of use and privacy policies.
Sophie Dee Ventures LLC expressly disclaims responsibility and liability
for all third party provided materials, programs, events, products,
and services contained on or accessed through the Website, and you
agree that Sophie Dee Ventures LLC shall not be responsible or liable,
directly or indirectly, for any loss or damage caused or alleged to
be caused by or in connection with your use of or reliance on any
such content, materials, products, and/or services available on such
external sites or resources. In the event you decide to access or
use any of these other web sites or resources, you agree you do so
at your own risk.
-
LIMITATION OF
LIABILITY; NO WARRANTIES; INDEMNIFICATION BY YOU.
- Assumption of
Risk. You understand and agree that any material and/or information
downloaded or otherwise obtained through the use of or from the
Website is done at your own discretion and risk and that you will
be solely responsible for your use or nonuse of such information,
including, without limitation, any damage to your computer system
or loss of data that results from the download of such material
and/or information and any bodily injury. Sophie Dee Ventures LLC is not
responsible for technical or software failures of any kind; lost or
unavailable network connections; incomplete, garbled or delayed
computer transmissions.
- Release and
Waiver. In no event shall Sophie Dee Ventures LLC or its affiliates,
subsidiaries, parents, assignees, licenses, and their respective
officers, directors, employees, subcontractors (collectively,
“Released Parties”), be liable to you, whether in contract,
tort, strict liability, warranty or otherwise (collectively,
“Claims”), for any direct or indirect, special, incidental,
exemplary, consequential or punitive damages (including without
limitation lost profits, cost of procuring substitute service or
lost opportunity), arising from or related to this Agreement, the
products or services, or Customers’ use of the Website or any
product. Because some states/jurisdictions do not allow the
exclusion or limitation of liability for consequential or
incidental damages, the above limitation may not apply.
- Limitation of
Liability. Notwithstanding the foregoing, You agree that Shoutout
Express’s entire liability for all Claims related to the use of
the Website, Sophie Dee Ventures LLC’s Services and Materials, Shoutout
Express’s products, and/or any program or event made available
through the Website shall be limited, in the aggregate, to the
lesser of (i) USD $500.00, or (ii) the total amount of money you
paid to Sophie Dee Ventures LLC in the one (1) month period immediately
preceding the incident on which your Claim is based. This
limitation of liability shall apply for all Claims, regardless of
whether Sophie Dee Ventures LLC was aware of or advised in advance of the
possibility of damages or such Claims.
- No Warranty. The
warranties and representations specifically set forth in this
agreement are the only warranties and representations with respect
to this Agreement, and are in lieu of any and all other warranties,
written or oral, express or implied, that may arise either by
agreement between the parties or by operation of law, including
warranties of merchantability and fitness for a particular purpose.
No advice or information, whether oral or written, obtained by you
from Sophie Dee Ventures LLCor through or from any service or product on
the Website or affiliate websites shall create any warranty not
expressly stated herein. None of these warranties and
representations will extend to any third person. Some jurisdictions
do not allow the exclusion of certain warranties, so some of the
above exclusions may not apply to you.
- Indemnification by
You. You agree to defend, indemnify, and hold harmless Shoutout
Express, its related companies and each of their respective
officers, directors, shareholders, employees, independent
contractors, telecommunication providers, affiliates, third party
information providers, licensors, agents, and others involved in
the delivery of products, services or information through the
Website (collectively, “Indemnified Parties”), from and against
any and all claims, actions, loss, liabilities, expenses, costs, or
demands directly, indirectly, and/or consequentially resulting or
allegedly resulting from your breach of this Agreement by you. You
agree that the Indemnified Parties will have no liability in
connection with any such breach or unauthorized use, and you agree
to indemnify any and all resulting loss, damages, judgments,
awards, costs, expenses, attorneys’ fees, and litigation expenses
the Indemnified Parties in connection therewith. You will also
indemnify and hold the Indemnified Parties harmless from and
against any claims brought by third parties arising out of your use
of the information accessed through the Website.
-
NOTICE. Any
notice required to be given under this Agreement to you may be
provided to you by postal mail or by email. If notice is sent by
email, such notice shall be sent to the last known email address
that you provided to us, and shall be deemed delivered once sent.
Notices by customers to Sophie Dee Ventures LLC must be sent in writing
through the website https://shoutoutexpress.com/.
-
FORCE MAJEURE.
Sophie Dee Ventures LLC shall not be responsible for any failure to perform
due to unforeseen circumstances or to causes beyond our reasonable
control, including but not limited to: acts of God, such as fire,
flood, earthquakes, hurricanes, tropical storms or other natural
disasters; war, riot, arson, embargoes, acts of civil or military
authority, or terrorism; strikes, or shortages in transportation,
facilities, fuel, energy, labor or materials; failure of the
telecommunications or information services infrastructure; hacking,
SPAM, or any failure of a computer, server or software, for so long
as such event continues to delay the Sophie Dee Ventures LLC’s
performance.
-
MISCELLANEOUS.
- Assignment. The
rights and liabilities of the parties hereto will bind and inure to
the benefit of their respective assignees, successors, executors,
and administrators, as the case may be and as permitted herein. We
may perform any of our obligations of exercise any of our rights
under these Terms of Use through one or more of our corporate
affiliates (including any entity that directly or indirectly
controls, is controlled by, or is under control with us). If
Sophie Dee Ventures LLC, or its assets, are acquired by another entity,
then that entity will assume our rights and obligations as
described in this Agreement. You may not assign your rights or
obligations under these Terms of Use, by operation of law or
otherwise, without prior written consent. Notwithstanding the
foregoing, Sophie Dee Ventures LLC may assign this Agreement in whole or
in part. Moreover, Sophie Dee Ventures LLC may delegate its rights and
responsibilities or use contractors or agents to fulfill its
obligations under this Agreement.
- Severability. If
for any reason a court of competent jurisdiction or an arbitrator
finds any provision of this Agreement, or any portion thereof, to
be unenforceable pursuant to applicable law, including but not
limited to, the warranty disclaimers and the liability limitations
set forth above, then that provision will be enforced to the
maximum extent permissible and the remainder of this Agreement will
continue in full force and effect. Further, the invalid or
unenforceable provision will be deemed superseded by a valid,
enforceable provision drafted and provided by Sophie Dee Ventures LLCin
its sole and absolute discretion that most clearly matches the
intent of the original provision and the remainder of this
Agreement shall continue in effect.
- No Waiver. Failure
to insist on strict performance of any of the terms and conditions
of this Agreement will not operate as a waiver of any subsequent
default or failure of performance. No waiver by Sophie Dee Ventures LLCof
any right or provision under this Agreement shall be deemed a
waiver of the same right or provision under this Agreement at any
other time.
- You acknowledge
and agree that any applicable state law implementation of the
Uniform Computer Information Transactions Act (including any
available remedies or laws) shall not apply to this Agreement and
is hereby disclaimed.
- A printed version
of this Agreement and of any related notice given in electronic
form shall be admissible in judicial or administrative proceedings
based upon or relating to this Agreement or Shoutout
Expressservices, materials, events and/or products accessed or
purchased through this Website, to the same extent and subject to
the same conditions as other business documents and records
originally generated and maintained in printed form.
- The Website is
controlled and operated by Sophie Dee Ventures LLCfrom its offices and
facilities within the United States. Sophie Dee Ventures LLCmakes no
representation that the Website is appropriate or available for use
in other locations, and access to the Website from territories or
nations where any aspect of the Website is illegal is hereby
expressly prohibited. You access the Website solely on your own
volition and are responsible for compliance with all applicable
local laws.
- Headings. All
headings are solely for the convenience of reference and shall not
affect the meaning, construction or effect of this Agreement.
- Modifications.
Sophie Dee Ventures LLC reserves the right to change or discontinue,
temporarily or permanently, the Website as a whole and any or all
of the Website features, products, prices of products, services or
information appearing on, or available through, any or all of the
Website with or without notice to you, and any of the provisions
posted herein. You agree to review these terms and conditions each
time you visit the Website. You agree that Sophie Dee Ventures LLC shall
not be liable to you or any third party for any modification or
discontinuance of such features, products, prices, services, or
information on the Website or the Website itself. Your continued
use of the Website following any changes to these terms and
conditions constitutes your acceptance of such changes. Shoutout
Express does not and will not assume any obligation to provide you
with notice of any change to this document. Unless accepted by
Sophie Dee Ventures LLC in writing, these terms and conditions may not be
amended by you.
- When you purchase
from us, we will ask for personal information, like your name,
email address, or telephone number to store with your account. We
may use your email address to inform you about other services and
products.
- Complete
Agreement. No joint venture, partnership, employment, or agency
relationship exists between you and Sophie Dee Ventures LLC as result of
this Agreement or your utilization of this Website. This Agreement,
Sophie Dee Ventures LLC’s Privacy Policy, and any related or associated
product purchase, service, or software license agreements, which
are all hereby incorporated by reference as if set forth fully
herein, represent the entire agreement between you and Shoutout
Express with respect to use of the Website, and it supersedes all
prior or contemporaneous communications and proposals, whether
electronic, oral, or written between you and Sophie Dee Ventures LLC with
respect to this Website.
- Our Contact
Information.
If you have questions regarding this Website or if you are interested in obtaining more information concerning Sophie Dee Ventures LLC and its products or services or permission to use any Sophie Dee Ventures LLC content, please contact https://shoutoutexpress.com.