1. 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.
   1. Effective Date. The “Effective Date” of this Agreement is the earlier of Jan 1, 2019 or your first visit to the Website.
   2. 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.
   3. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS.
   4. 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.
   5. 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.
   6. 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.
2. 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.
3. ELIGIBILITY.
   1. 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.
   2. 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.
4. 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. 
5. PAYMENTS, RETURNS AND OTHER TERMS RELATED TO PURCHASES THROUGH THE WEBSITE.
   1. 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. 
   2. The Shoutouts are sold on a one-time basis.
      1. 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.
      2. Sophie Dee Ventures LLC is in no way liable for any account suspension, ban, or picture deletion done to your account by Instagram.
      3. Sophie Dee Ventures LLC uses the internet to deliver digital services. Therefore, we cannot always guarantee up time availability of our website and service.
      4. 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. 
      5. We reserve the right to refuse or discontinue the supply of the Shoutouts or any program at any time in our sole discretion.

1. 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:
   1. Orders that, in our sole discretion, appear to be placed by dealers, resellers or distributors of Shoutouts;
   2. 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 
   3. 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:
      1. Incorrect credit or debit card information such as a card number, expiration date and card security value; 
      2. Incorrect payment method billing information (billing information provided must be the same as what your financial institution has on record);
      3. Orders connected to previous credit card disputes.
2. 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. 
3. 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:
   1. 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. 
   2. 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
4. 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.
5. 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.

1. YOUR REPRESENTATIONS. In addition to your representations and warranties made elsewhere in this Agreement, you hereby represent and warrant that:
   1. 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;
   2. 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;
   3. 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.
   4. You will not request a shoutout that violates any of the platforms terms of service.
2. OUR REPRESENTATIONS; DISCLAIMERS.
   1. 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.
   2. 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. 
   3. 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. 
3. CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS.
   1. 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.
   2. 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.
4. INTELLECTUAL PROPERTY.
   1. 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. 
   2. 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. 
   3. 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.
   4. 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. 
5. DISPUTE RESOLUTION.
   1. Binding Arbitration.
      1. 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).
      2. 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.
      3. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
      4. 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.
   2. Restrictions Against Joinder of Claims.
      1. 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.
      2. 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.
   3. 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.
   4. Venue for any Judicial Proceeding.
      1. 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.
      2. 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.
6. TERMINATION.
   1. 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.
   2. 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).
   3. Effect of Termination.
      1. 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.
      2. 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.
   4. 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.
   5. 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.
7. RESTRICTIONS. 
   1. 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.
   2. Moreover, without the express prior written authorization of Sophie Dee Ventures LLC, you may not:
      1. Frame or utilize any framing techniques in connection with the Website or any of the Materials;
      2. 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.
      3. 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;
      4. 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;
      5. 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;
      6. Take any action that imposes an unreasonable or disproportionately large load on the Website or its network infrastructure;
      7. Reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Website;
      8. 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;
      9. Use the Website to harvest or collect e-mail addresses or other contact information; or
      10. Use the Website in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Sophie Dee Ventures LLC. 
   3. 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. 
8. SOCIAL MEDIA PAGES; PERMISSIONS TO USE YOUR POSTINGS.
   1. 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.
   2. 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:
      1. anything that interferes with or disrupts the operation of the Website and/or Sophie Dee Ventures LLC Social Media Page,
      2. anything that violates any laws or regulations or infringes or violates the rights of any person or entity, including Sophie Dee Ventures LLC,
      3. statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
      4. unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
      5. 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,
      6. 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,
      7. 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,
      8. statements or material that misrepresents your affiliation with any entity and/or Sophie Dee Ventures LLC,
      9. statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials, and
      10. statements or material that are “off-topic” for a designated Forum.
   3. 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.
9. 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.
10. LIMITATION OF LIABILITY; NO WARRANTIES; INDEMNIFICATION BY YOU. 
    1. 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. 
    2. 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.
    3. 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.
    4. 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.
    5. 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. 
11. 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/.
12. 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.
13. MISCELLANEOUS. 
    1. 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. 
    2. 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. 
    3. 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.
    4. 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.
    5. 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.
    6. 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. 
    7. Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
    8. 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.
    9. 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.
    10. 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.
    11. 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.