PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY COMPLETE EM®, LLC ("THE COMPANY"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT WWW.COMPLETE-EM.COM (THE "SITE") AND THE SERVICE OWNED AND OPERATED BY COMPANY (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY USING THE SERVICE IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

YOUR USE OF THE SITE OR SERVICE IN ANY WAY SIGNIFIES THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE.

By accessing or using the Site or Service you also represent that you have the legal authority to accept these Terms of Use on behalf of yourself and any party you represent in connection with your use of the Service. THESE TERMS APPLY TO BOTH SUBSCRIBERS AND USERS OF THE SITE WHO ARE NOT SUBSCRIBERS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SITE OR SERVICE.

I. Acceptance of Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which also incorporate the Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by Company, each of which is hereby incorporated by reference.

The Service is available only to individuals who are at least 18 years old. You represent and warrant that you are of legal age to form a binding contract, and that all registration information you submit to Company is accurate and truthful. Company may, in its sole discretion, change its eligibility criteria at any time and lawfully refuse to offer the Service to any person or entity. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

II. Refund Policy

Due to the proprietary nature of the Service and the products (templates) contained therein, Company does not offer refunds.

III. Modification of Terms of Use

Company reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time by posting a notice on the Site or by sending you an email. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes your acceptance of those changes.

IV. Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "User Submission" includes, without limitation, any user-generated or transferred videos, audio files, comments, information, data, text, photographs and graphics made accessible by Company or its partners on or through the Service. By way of example, and not as a limitation, you shall not (and shall not permit any third party to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any User Submission on or through the Service, including without limitation any content, that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity, or that violates any law or contractual duty;
  • you know is false, misleading, untruthful or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
  • constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
  • impersonates any person or entity, including any employee or representative of Company.

Additionally, you shall not, directly or indirectly:

  • take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) Service infrastructure;
  • interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
  • bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
  • run Mail list, Listserv, or any form of auto-responder or "spam" on the Service;
  • use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
  • decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;
  • modify, translate, or otherwise create derivative works of any part of the Service; or
  • copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Company reserves the right to remove or modify any User Submission, when Company believes in its sole discretion, without limitation, the user submission may violate the Terms of Use.

V. Registration

You may browse the Site and view selected content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Company and select a "User ID" and password. When doing so, you shall provide Company with accurate, complete, and up-to-date registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Company account. Additionally, you shall not:

  • select or use the name, identity or User ID of another person with the intent to impersonate that person;
  • use the User ID of another user without appropriate authorization; or
  • create or use a User ID that is otherwise offensive, vulgar or obscene.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Service password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account-related security breach of which you are aware.

VI. Third Party Sites

The Service may provide or permit you to link to other websites or resources on the Internet. Other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such link or the content, goods or services available on or through any such linked website or resource.

VII. Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal and organization information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. Therefore, you acknowledge providing your personal and organization information at your own risk.

VIII. Content and License

The Service contains content specifically provided by Company or its partners and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any content accessed through the Service. Company grants each subscriber of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the Service, solely for use by a single person or organization. Use, reproduction, modification, distribution or storage of any content for other than described above is expressly prohibited without prior written permission from Company or from the copyright holder identified in such content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any content for commercial use or in any way that violates any third party right.

IX. Third Party Intellectual Property — Copyright Notifications

Company respects the intellectual property of others. Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright.

If you believe your work has been copied in a way that constitutes copyright infringement, please provide Company with a written notification containing at least the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material you claim is infringing is located on the Site, sufficient for Company to locate the material;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized person to act on the copyright owner's behalf.

You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification may not be valid and that Company may ignore such incomplete or inaccurate notices without liability of any kind.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Company’s rights and obligations under the DMCA, including 17 U.S.C. 512(c), but do not constitute legal advice. You should consult an attorney regarding your rights and obligations under the DMCA and other applicable laws.

Our designated copyright agent for notice of alleged copyright infringement is:

Complete EM®, LLC
7862 Winding Way, #2913
Fair Oaks, CA 95628
Email: front_desk@CompleteEM.com

X. Intellectual Property Rights

The Service may provide users with the ability to add, create, upload, submit, distribute, collect, or post User Submissions including, but not limited to videos, audio files, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site. User submissions demonstrably intended for viewing by others, including, but not limited to forum posts are considered by the Company to be “Public User Submissions.” User Submissions demonstrably intended for view only by the submitting user or their sub-users are considered by Company to be “Private User Submissions.” By submitting all User Submissions on the Site or otherwise through the Service, you:

  • acknowledge you may be publishing Public User Submissions and that by doing so, you may be identified publicly by your User ID in association with any such Public User Submission;
  • do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to reproduce and distribute your Public User Submission in connection with the Site, the Service and Company’s (and its successors and assigns’) business;
  • do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to maintain your Private User Submission in connection with the Site, the Service and Company’s (and its successors and assigns’) business;
  • represent the use of such Public and Private User Submissions by Company and by other users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
  • do and shall grant each user of the Site and/or the Service a non-exclusive license to access your Public User Submissions solely for non-commercial use; and
  • understand that Company shall have the right to edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you in order to provide the Service; and
  • agree that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated; and
  • understand that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

You also agree to represent, warrant and demonstrate upon request to the satisfaction of Company that you:

  • own or otherwise control all rights to your User Submissions or that the content is in the public domain; and
  • you are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Service;

For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission, including the right to grant additional licenses to the material in your User Submission, unless otherwise agreed in writing.

XI. Termination

Company may terminate your access to all or any part of the Service at any time for violation of these Terms of Use or if Company reasonably determines your continued use may cause harm to Company, Site, Service or other users. Such termination may be effective immediately and could result in loss or destruction of information associated with your subscription. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

XII. Warranty

Company represents and warrants to subscribers that Company will continue to provide the Service as advertised on the Site, using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with commercially-reasonable industry standards for similar services. Company maintains adequate resources and practices that provide over 99% server up-time per year and commercially-reasonable industry standards for data security. Company regularly backs-up Service and User Submissions, and operates servers in a least two separate geographic locations, each consisting of a carefully-selected data center with appropriate physical, environmental and operational controls.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY OR ANY HYPERLINKED WEBSITE OR SERVICE AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Electronic Communications Privacy Act Notice (18 USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON, TO OR FROM THE SITE OR ANY WEBSITE LINKED TO THE SITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

XIII. Indemnification

You agree to defend, indemnify and hold harmless COMPANY and its employees, contractors, officers, directors, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

  • your use of and access to the Service, including any data or work transmitted or received by you;
  • your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above;
  • your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
  • your violation of any law, rule or regulation of the United States or any other country; or
  • any claim or damages that arise as a result of any User Submission submitted via your account.

If a subscriber is the U.S. Government, this indemnification clause shall not provide Company with indemnification beyond the amount of money that Congress has appropriated for such a contract.

XIV. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE.

IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF YOUR SUBSCRIPTION.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

XV. International

Accessing the Service is prohibited from territories where Service may be illegal.

XVI. Electronic Delivery/Notice Policy and Your Consent

By using Services, you consent to receive from Company all communications including notices, agreements, legally required disclosures or other information in connection with Services (collectively, "Contract Notices") electronically. Company may provide such electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of Services.

XVII. Governing Law

These Terms of Service (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that Company and Service is deemed a passive website that does not give rise to personal jurisdiction over Company and its employees, officers, directors, contractors or its respective parents, subsidiaries, affiliates, successors, assigns, agents, or shareholders, either specific or general, in any jurisdiction other than the State of California. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in Sacramento County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

XVIII. Integration and Severability

The Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect, and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

XIX. Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, including but not limited to line-noise interference or unusually-restrictive computer and network firewalls operated by subscribers. The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent.

No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect.

In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees.

Last updated March 30, 2015