Master Services Agreement

Last Modified: November 15, 2021

This Master Services Agreement (“Agreement”) is entered between you (“Customer”) and Appsoar, Inc. (“Soar”) to govern the delivery of Soar Services (defined below), including a description of the Soar Services we will provide to you, how we will work together, and other aspects of our business relationship. Soar and Customer may each individually be referred to as “Party” or collectively as the “Parties.”

By purchasing and using Soar Services, you are agreeing to be bound by the terms and conditions of this Agreement. 

DEFINITIONS

• “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• “Account” means the secured login access point for Customers to view their dashboard, browse products, control payment methods, and view transaction history. 
• “Agreement” means this Master Services Agreement and all materials referred to or linked to in here, such as the Soar Terms of Use, Soar Privacy Policy, Soar Ethical Policy, and Soar Guarantee.
•  “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information shall include all information concerning: (a) Disclosing Party’s customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data shall be Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
• “Soar Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our Soar Services.
• “Jurisdiction-Specific Terms” means the additional terms that apply to your services, depending on your location.
• “Order” or “Order Form” means the Soar-approved form or online subscription process by which you agree to place orders or open an Account and purchase Soar Services. Orders are completed through our online payment process. 
• “Personal Information” means any information relating to an identified or identifiable individual where such information is contained and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.  Personal Information includes Sensitive Information (as defined below) and also incorporates the same definition as used in Soar’s Privacy Policy, which is incorporated into this Agreement via reference. 
•  “Product Specific Terms” means the additional product-related terms that apply to your use of Soar products, our consulting services and/or third-party services.
• “Managed Services” means Soar Services that our team performs for the Customer, such as research, drafting, planning, posting, and monitoring. Soar provides a campaign manager to provide Customer with Managed Services.  
• “Sensitive Information” means (a) credit or debit card numbers; personal financial Account numbers or wire instructions; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords or log-in credentials; racial or ethnic origin; physical or mental health condition or information; or other employment or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under European Data Protection Laws (as this term is defined in the DPA) as sensitive personal data (including special categories of personal data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation).
• “Onboarding Team” means our Customer success team that joins initial calls with Customers to determine their goals and see how Soar can help reach those goals.  
• “Order Fee” means the amount you pay for the Soar Services you purchase.
• “Soar Services” means all of our web-based tools, services and service packages, including Managed Services, that you have purchased or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://www.soar.sh/ or another designated URL, and any ancillary products and services that we provide to you.
• “Third-Party Products” means non-embedded products, professional services, and websites that are provided by third parties which are interoperated, connected, and/or serviced with the Soar Services, including, but not limited to, Reddit and Quora. 
• “Third-Party Sites” means third-party websites linked to from within the Soar Services.
• “Soar”, “we”, “us” or “our” means Appsoar, Inc., a New York corporation.
• “You”, “your” or “Customer” means the person or entity using the Soar Services or purchasing the Soar Services and identified in the applicable Account record, billing statement, online subscription process, or Order Form as the customer.

USE OF SERVICES

• Access.  When you open an Account with Soar, we will provide you access to use the Soar Services as described in this Agreement. We may also provide you access to use our free services at any time by activating them in your Soar Account. We might provide some or all elements of the Soar Services through third party service providers. Your Affiliates may access and use the Soar Services or receive the Soar Services purchased; provided that, all such access, use and receipt by your Affiliates is subject to and in compliance with the Agreement and you shall at all times remain liable for your Affiliates’ compliance with the Agreement
• Limits. The limits that apply to you based on specific orders placed will be specified in your Order Form, this Agreement or on our product and services web-pages. 
• Age Requirement. You must be eighteen (18) years of age (or twenty [20] years of age, if you are subject to the laws of Japan) or older to use the Soar Services.
• Refunds.  Depending on your purchased product or Service, you may be entitled to refunds, subject to our Soar Guarantee, which is incorporated into this Agreement by reference. 
• Service Modifications. We modify the Soar Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience. 
• Customer Support. We offer customer support that is currently not 24/7 however we respond to all customer inquiries in a timely manner to address any issues or questions that you may have. Please use Hubspot pop up chat that is available on all our websites to reach out to our customer success team members. 
• Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Soar Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Soar Services; (iii) attempt to gain unauthorized access to the Soar Services; (iv) access the Soar Services other than through our interface; or (v) use the Soar Services for any purpose or in any manner that is unlawful or prohibited by this Agreement. Further, You may not use the Soar Services if you are legally prohibited from receiving or using the Soar Services under the laws of the country in which you are resident or from which you access or use the Soar Services.
• Non-Guaranteed Compliance with Industry-Specific Regulations. The Soar Services is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Soar Services where your communications would be subject to such laws. You may not use the Soar Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA). Nothing contained herein shall limit the usage restrictions specific to Sensitive Information under the Agreement.
• Non-Guaranteed Compliance with Third-Party Product Terms. Soar does not guarantee compliance with the terms, regulations, and/or rules of Third-Party Products and Soar will not be held liable for any non-compliance with the same. 
• Unauthorized Access to Account. You will notify us right away of any unauthorized use of your identifications and passwords or your Account by contacting our support team.
• No Sensitive Information. YOU ACKNOWLEDGE THAT THE SOAR SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SOAR SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SOAR SERVICES TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.
• Customer Responsibilities. To realize the full value of the Soar Services, your participation and effort are needed. Resources that may be required from you include Account owner, information relevant to order placement and execution, content for some services.
• Legacy Products. If you have a legacy Soar product, some of the features and limits that apply to that product may be different than those that appear in this Agreement. If you have legacy Soar Services or products, we may choose to move you to our then-current Soar Services at any time. If you determine that you are using a legacy product and would like to upgrade to a current-version, you can contact our Support Team. 

FEES

• Order Fees. The Order Fees are made available on Soar websites to indicate the pricing of available services and service packages as well as add-ons and order customizations. Some Managed Services require a strategy call with our Onboarding Team to help identify the best option for you and calculate custom pricing, in specific cases. You can see the up-to-date fees on our website or by contacting our Support Team. Order fees are paid in full before the services are in the works or delivered.
• Payment by Credit Card. If you are paying by credit card, you authorize us to charge your credit card or bank Account for all fees payable based on the Order Fee. You further authorize us to use a third party to process payments, consent to the disclosure of your payment information to such third party, and agree to such third party’s separate terms.
• Payment by Cryptocurrencies. We accept crypto payments for Services, you can follow and choose the payment option at order checkout. The list of cryptocurrencies that are accepted is provided thereunder.
• Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date within your Account. Changes may be made on your Account Dashboard. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in Soar Guarantee. All fees are due and payable in advance.
• Wallet Credits. You can purchase wallet credits and use it to pay for orders and services purchased with Soar. Wallet credits are non-refundable and can’t be used to pay for any services or products outside Soar Services. 

SERVICE OR ACCOUNT TERMINATION

• Termination. You can terminate this Agreement at any time by deleting your Account and not using Soar Services. We may also terminate this Agreement at any time if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

1. Suspension Generally. We may suspend any User’s access to any or all Soar Services without notice for: (i) use of the Soar Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) repeated instances of posting, submitting, or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.  We will try to limit the suspension to the affected portion of the Soar Services and promptly resolve the issues causing the suspension of the Soar Services. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers

• Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Soar Services ten (10) days after such notice. This includes cases when customers initiate chargebacks for services delivered as outlined, and we reserve our right to fight claims and submit cases to payment processors. We will not suspend the Soar Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
• Suspension for Present Harm. If your website, or use of the Soar Services: (i) is being subjected to denial of service attacks or other disruptive activity; (ii) is being used to engage in denial of service attacks or other disruptive activity; (iii) is creating a security vulnerability for the Soar Services or others; (iv) is consuming excessive bandwidth; or (v) is causing harm to us or others, then we may, with electronic notice to you, suspend all or any access to the Soar Services. 
• Suspension and Termination of Free Services. We may suspend, limit, or terminate the free services for any reason at any time without notice. We may terminate your Account due to your extended term of inactivity.
• Effect of Termination. You will continue to be subject to this Agreement for as long as you have access to a Soar Account. Upon termination of this Agreement, you will stop all use of the Soar Services.

CUSTOMER DATA

• Customer Data.  Customer Data includes any links, content, images, files, and other information that Customers share with Soar in order to execute an Order for Soar Services.  Customer Data does not include Personal Information or Sensitive Information.
• Customer’s Proprietary Rights. You own and retain all rights to the materials and information you share when placing orders and purchasing Soar Services. This Agreement does not grant us any ownership rights to your materials or information. You grant permission to us and our licensors to use the such materials only as necessary to provide the Soar Services to you and as otherwise permitted by this Agreement. If you are using the Soar Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
• Data Practices and Machine Learning.  We may monitor use of the Soar Services by all of our customers and use the information gathered in an aggregate and anonymized manner. We may use Personal Information in an anonymized manner for machine learning. 
• Protection of Personal Information. You can learn more about what Personal Information we collect and how we use it and protect it in our Privacy Policy, which is incorporated into this Agreement via reference. 
• Deletion of Data. We may, without notice, review and delete any Customer Data or Personal Information or user materials that we determine in good faith violate these terms or the AUP, provided that we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data, Personal Information, and/or user materials.

INTELLECTUAL PROPERTY

• Ownership and No License. This is an Agreement for access to and use of the Soar Services, and you are not granted a license to any software or service by this Agreement. The Soar Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Soar Content, the Soar Services, in whole or in part, by any means, except as expressly authorized in writing by us. Our logos, illustrations, content made available to you via our website, email communications, services which we may update at any time without notice to you are not intended for you to use without our prior written permission.
• Feedback. We encourage all Customers to comment on the Soar Services, provide suggestions for improving it, and vote on suggestions they like. You hereby assign all right, title, and interest to any such feedback regarding the Soar Services, in any and all forms, and all property rights therein, including, without limitation, all patent, copyright, trade secret, trademark, moral right, or other intellectual property rights.  You agree that all such feedback will be non-confidential and that we own all rights to use and incorporate them into the Soar Services without payment or attribution to you.

CONFIDENTIALITY

• Obligations. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Soar Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
• Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

RIGHT OF PUBLICITY

You hereby grant us a limited, non-exclusive, non-sublicensable, royalty-free, non-assignable, and revocable license to use your name and company logo to our customer list and website. To object to or revoke this use, please indicate so by emailing us at [email protected] using subject line Attn. Publicity.

INDEMNIFICATION

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of:

(a) unauthorized or illegal use of the Soar Services by you or your Affiliates, 

(b) your or your Affiliates’ noncompliance with or breach of this Agreement, 

(c) your or your Affiliates’ use of Third-Party Products, or 

(d) the unauthorized use of the Soar Services by any other person using your User information. 

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

DISCLAIMERS; LIMITATION OF LIABILITY

• Disclaimer of Warranties. SOAR AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, COMPLIANCE, OR ACCURACY OF THE SOAR SERVICES, DATA MADE AVAILABLE FROM THE SOAR SERVICES, AND/OR SOAR CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SOAR SERVICES, SOAR CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SOAR SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
• No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
• Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SOAR SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS. 
• Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
• Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SOAR SERVICES TO YOU.

GOVERNING LAW AND DISPUTE RESOLUTION

• Jurisdiction and Governing Law.  This Agreement will be interpreted, governed, construed, and enforce in accordance with the laws of the United States of American and the State of New Jersey without giving effect to any conflicts of laws principles.  The parties submit to and agree to personal jurisdiction in New Jersey, with venue proper in Englishtown, New Jersey. 
• Binding Arbitration.  YOU AND SOAR AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PURCHASE OF PRODUCTS OR SOAR SERVICES FROM SOAR, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN ENGLISHTOWN, NEW JERSEY AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF NEW JERSEY AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS FEES. YOU AND SOAR AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF NEW JERSEY. YOU AND SOAR AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

MISCELLANEOUS

• Amendment; No Waiver. We may update and change any part or all of this Agreement, including the fees and charges associated with the use of the Soar Services. If we update or change this Agreement, the updated Agreement will be posted on our website and we will let you know via email. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. 
• Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
• Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
• Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between Soar and Customer.
• Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Soar Services and our processing of Personal Information. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Soar Services, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Soar Services. You will not directly or indirectly export, re-export, or transfer the Soar Services to prohibited countries or individuals or permit use of the Soar Services by prohibited countries or individuals.
• Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
• Notices. To Soar: Notice will be sent to the contact address set forth below, and will be deemed delivered as of the date of actual receipt. 

Appsoar, Inc.

110 Mccaffery Road,

Englishtown, NJ, 07726

United States

[email protected]

To you: your address as provided in your Soar Account. We may give electronic notices by general notice via the Soar Services and may give electronic notices specific to you by email to your e-mail address(es) on record in our Account information for you. You must keep all of your Account information current.

• Integration.  Soar hereby integrates the Soar Terms of Use, Privacy Policy, Ethical Policy, and Soar Guarantee into this Agreement.
  
• This Agreement Controls. In the event of conflict between the terms of this Agreement and the Terms of Use, this Agreement shall control. 
• Entire Agreement. This Agreement, along with our Terms of Use, Privacy Policy, Ethical Policy, Soar Guarantee is the entire agreement between us for the Soar Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Soar Services or dependent on any oral or written public comments made by us regarding future functionality or features of the Soar Services. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
• No Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Soar affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
• No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
• Contract for Services. This Agreement is a contract for the provision of Services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
• Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. Customer further warrants and represents that it has the authority to procure its Affiliates compliance with the terms of this Agreement.
• Non-solicitation. During the term of this Agreement and for one year thereafter, you agree that you cannot solicit or recruit for employment or hire or contract service any of the Soar team members. 

Survival. This section, and following sections shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Non-Guaranteed Compliance with Third-Party Product Terms’, ‘Prohibited and Unauthorized Use’, ‘Service or Account Termination’, ‘Customer Data’, ‘Intellectual Property’, ‘Confidentiality’, ‘Right of Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Governing Law and Dispute Resolution’, and ‘Miscellaneous.’