Terms of Use

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

BY USING SEMWHIZ, WHETHER DURING THE FREE TRIAL PERIOD OR PAID PERIOD, YOU ARE STATING THAT YOU HAVE READ AND AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AS REQUIRED BY YOUR REGISTRATION AND USE OF THE SEMWHIZ SOFTWARE. YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR AS LONG AS YOU USE OR HAVE AN ACCOUNT, ACTIVE OR DORMANT, ON ANY PRODUCT ASSOCIATED WITH THE PARENT COMPANY, SOSCOMPLETE!, LLC. THIS AGREEMENT WILL CEASE TO APPLY ONLY AFTER THE TERMINATION OF YOUR ACCOUNT, FOR EVENT WHICH TAKE PLACE AFTER, AND NOT BEFORE, SUCH TERMINATION.

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

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

2. SOSComplete!'s Intellectual Property Rights

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

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

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

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

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

3. Confidentiality and Non-Disclosure Obligations

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

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

4. Required Permits

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

5. Representations and Warranties

You represent, assert, acknowledge, and warrant that:

i) You will not, directly or indirectly: (a) invade the right to privacy or publicity of any SOSComplete! or SEMwhiz or their owner(s); (b) contain any libelous, obscene, indecent, or otherwise unlawful material; (c) infringe upon any IP Rights in any jurisdiction or otherwise contravene any rights or any Person or Entity; or (d) violate any Law with respect to SOSComplete! or SEMwhiz.

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

6. Indemnification

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

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

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

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

7. Limitation of Liability

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

8. General Terms and Conditions

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

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

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

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

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

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

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

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

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

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

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

9. GENERAL DISCLAIMER:

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

10. EARNINGS DISCLAIMER:

EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT THIS PRODUCT AND IT'S POTENTIAL. EVEN THOUGH THIS INDUSTRY IS ONE OF THE FEW WHERE ONE CAN WRITE THEIR OWN CHECK IN TERMS OF EARNINGS, THERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THIS SOFTWARE. EXAMPLES IN THESE MATERIALS ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS. EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE PERSON USING OUR PRODUCT, IDEAS AND TECHNIQUES. WE DO NOT PURPORT THIS AS A "GET RICH SCHEME”.

ANY CLAIMS MADE OF ACTUAL EARNINGS OR EXAMPLES OF ACTUAL RESULTS CAN BE VERIFIED UPON REQUEST. YOUR LEVEL OF SUCCESS IN ATTAINING THE RESULTS CLAIMED IN OUR MATERIALS DEPENDS ON THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES MENTIONED, YOUR FINANCES, KNOWLEDGE AND VARIOUS SKILLS. SINCE THESE FACTORS DIFFER ACCORDING TO INDIVIDUALS, WE CANNOT GUARANTEE YOUR SUCCESS OR INCOME LEVEL. NOR ARE WE RESPONSIBLE FOR ANY OF YOUR ACTIONS.

MATERIALS IN OUR PRODUCT AND OUR WEBSITE MAY CONTAIN INFORMATION THAT INCLUDES OR IS BASED UPON FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS GIVE OUR EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE.

ANY AND ALL FORWARD LOOKING STATEMENTS HERE OR ON ANY OF OUR SALES MATERIAL ARE INTENDED TO EXPRESS OUR OPINION OF EARNINGS POTENTIAL. MANY FACTORS WILL BE IMPORTANT IN DETERMINING YOUR ACTUAL RESULTS AND NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE RESULTS SIMILAR TO OURS OR ANYBODY ELSE'S, IN FACT NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE ANY RESULTS FROM OUR IDEAS AND TECHNIQUES IN OUR MATERIAL.