ELIGIBILITY

To become an Affiliate of the Company, you must:

• Be 18 years of age or older;
• Have read, understand, and agreed to the Terms;
• Have no medical condition that prevents you from taking the Products;
• Maintain and actively use at least one personal social media account on Facebook, Instagram, Twitter, Pinterest, Snapchat, TikTok or YouTube (collectively, “Approved Media”). Your accounts on Approved Media are referred to in these Terms as “Accounts.”
• Be in good standing with the Federal Trade Commission (“FTC”); and
• Comply with all FTC guidelines, including but not limited to the FTC’s Disclosure Requirements for Social Media Influencers and other applicable laws and regulations.

Soursop Nutrition reserves the unconditional right to deny or terminate an Affiliate It is understood and agreed that by becoming an Affiliate, Soursop Nutrition is under no obligation to provide you with any free Product. Ambassador is responsible for purchasing any Product in order to fulfill your obligations under the Terms.

ENGAGEMENT

In exchange for certain compensation, products and/or experiences, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), you agree to use your best efforts to market and promote the Products and Soursop Nutrition brand on your Accounts (the “Services”), subject to these Terms.

By accepting these Terms, you agree to perform the following Services:

• Create and post photo, video and/or written content promoting Soursop Nutrition, Products and/or any related campaigns or services as Soursop Nutrition may request from time to time (“Content”). For avoidance of any doubt, Content includes any and all content, posts, photos, videos, pictures, writings, or any other work product that you create as part of the Services or otherwise related to the work product you create for Soursop Nutrition or at Soursop Nutrition’s request.
• Share and promote your Promo Code to encourage your followers to purchase Soursop Nutrition Products.
• Promptly respond to communications from any of your followers related to Soursop Nutrition or Products.
• Promptly respond to communications from Soursop Nutrition representatives in text, email, phone or any other form.
• If requested by Soursop Nutrition, participate in educational and training programs related to Soursop Nutrition, Products or the Program.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF AFFILIATE

By accepting these Terms, you represent and warrant that:

• You have the capacity and authority to enter into these Terms;
• You are responsible for any and all activity undertaken in connection with your participation in the Program and performance of the Services;
• You are not a party to any agreement or subject to any law that restricts your performance of your obligations under these Terms;
• You have the right to assign the Content to Soursop Nutrition (as further discussed above), and the Content will be original and does not and will not infringe upon any copyright, patent,
• trademark, right of publicity or privacy, or any other proprietary or other right of any person;
• You will include “#SoursopNutritionPartner” in the caption or other text accompanying Content posted to Approved Media and/or your Accounts;
• You will at all times market, promote, and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third-party websites, platforms or applications, including by making disclosures in accordance with the FTC's requirements for social media influencers, as further provided herein, in rendering the Services;
• You will at all times market, promote, endorse and sell the Product using only approved claims as provided by Soursop Nutrition in product Talking Points and as available on the Soursop Nutrition website, www.Soursop Nutrition.com;
• You will conduct yourself at all times with the highest degree of professionalism, provide the Services with commercially reasonable skill and care in a competent and professional manner, behave in a legal, ethical and business-like manner, and maintain the highest standards of integrity, honesty and responsibility in your dealings with Soursop Nutrition, its staff, customers, followers and representatives;
• You will represent Soursop Nutrition Products in a positive, truthful and sincere manner and not engage in any activity or action that may damage or be harmful to the reputation, goodwill or interests of Soursop Nutrition, any Product, or any of Company’s associates, employees, directors, officers, agents, partners or affiliates;
• You will not commit any act which brings Soursop Nutrition into public disrepute, contempt, scandal, or ridicule, or which insults or offends any of Soursop Nutrition’s customers, competitors or the general community to which Soursop Nutrition’s advertising materials are directed, or which might tend to harm Soursop Nutrition or any of Soursop Nutrition’s Products and/or services including, without limitation, disparaging Soursop Nutrition or any of Soursop Nutrition’s Products and/or services;
• You will not use Soursop Nutrition’s name, or any trademarks, copyrighted materials, or other intellectual property of Soursop Nutrition in any advertising, social media, or in literature other than material published by Soursop Nutrition, without first obtaining the express written permission of Soursop Nutrition, except as expressly provided in these Terms; and
• You will comply with the Terms and Soursop Nutrition’s website terms and conditions and privacy policy.

RESTRICTIONS / PROHIBITIONS

By accepting these Terms, you agree and understand that if any Content posted by or associated with you is deemed offensive, inappropriate or used incorrectly, Soursop Nutrition has the right, at its sole discretion, to suspend or terminate your account and/or participation in the Program. Soursop Nutrition reserves the right to withhold and shall not be liable to pay any commissions or other compensation to you for any such Content, or if you do any of the following, each a material breach of the Terms:

• Make any representations or warranties on behalf of Soursop Nutrition, other than the ones contained in Soursop Nutrition’s published marketing and promotional information (e.g., Soursop Nutrition provided Talking Points);
• Make unsubstantiated claims about Products, including but not limited to claims that the Products are intended to diagnose, treat, cure or prevent any disease;
• Promote any use of Products that has not been approved by Soursop Nutrition, including but not limited to claims that the Products are intended for or suitable for use by children;
• Fail to comply with any of the Terms;
• Promote Soursop Nutrition Products through unsolicited or spam emails or otherwise violate any laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, regulating electronic communications;
• Engage in, promote, link or contribute to, or create a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to Soursop Nutrition in Soursop Nutrition’s sole discretion;
• Are convicted of or are alleged to have committed any illegal activity;
• Transmit messages or images inconsistent with the positive images and/or goodwill with which Soursop Nutrition wishes to associate, in Soursop Nutrition’s sole discretion;
• Engage in, promote, or contribute to any activity, software, or materials that may divert commissions from other participants in the Program;
• Engage in, promote, or contribute to any illegal activity or violate Soursop Nutrition’s or any third party’s legal rights, and/or intellectual property rights;
• Engage in “spam” advertising, send unsolicited commercial email, post commercial messages to any forum that prohibits such messages, or engage in any other advertising or marketing practices that are deceptive, misleading, false, fraudulent, or otherwise objectionable, in Soursop Nutrition’s sole discretion;
• Generate or send any email messages using or containing Soursop Nutrition’s brand name, logos, or any variation thereof, trademarks, likeness, images, and videos, without Soursop Nutrition’s express prior written permission, except as expressly provided in these Terms;
• Use Soursop Nutrition’s banners, brand name, logos, trademarks, likeness, images, and videos, on your own website(s) in a manner that is likely to cause market and/or consumer confusion, in Soursop Nutrition’s sole discretion;
• Use Soursop Nutrition’s brand name or trademarks in connection with your name, username or social media handle;
• Create or link to a website that copies, resembles, has the look and feel of or creates the impression that it is the Soursop Nutrition website or any other platform of Soursop Nutrition, in Soursop Nutrition’s sole discretion;
• Read, intercept, record, redirect, interpret or fill in the contents of any electronic form or other materials submitted to Soursop Nutrition by any person or entity;
• Use any promotional coupon or code that is not provided to you by Soursop Nutrition for the Program, or run any ad with any of Soursop Nutrition’s URLs offering brand ambassador commissions;
• Sell or re-sell any of the Soursop Nutrition Products, or offer a cash incentive or discount on Soursop Nutrition Products as a means of promotion other than Promo Codes provided to you as part of the Program;
• Uses your credit or debit card to purchase Products for a customer or another brand ambassador, or place a product order using someone else’s credit or debit card without the credit or debit card owner’s written permission;
• Engage in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of your followers, “likes” or other indicators of your audience or reach on any applicable Approved Media;
• Create more than one (1) unique Promo Code;
• Modify price information regarding Soursop Nutrition’s Products or offers on your own website;
• Create, link to or host any type of shopping cart between Soursop Nutrition’s website and your own website; or
• Take any action (or fail to take an action), that is deemed to be unsuitable to Soursop Nutrition, in Soursop Nutrition’s sole discretion.

By agreeing to these Terms, you agree that Soursop Nutrition has the unconditional right to:

• Preview your Content from time to time upon request and to request changes to and/or removal of Content in its sole discretion;
• Monitor your Accounts at all times to ensure compliance with the Terms;
• Notify you of any changes to your Content or Accounts that Soursop Nutrition feels should be made;
• Pause, suspend or terminate your participation in the Program if you do not make any changes to your Content or Accounts that Soursop Nutrition feels, in Soursop Nutrition’s sole discretion, are necessary or appropriate;
• Withhold any commissions on any sales deemed, in Soursop Nutrition’s sole discretion, to have been made in violation of the Terms; and
• Suspend or terminate your participation in the Program immediately and without notice to you should Soursop Nutrition suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, Soursop Nutrition shall not be liable to you for any commissions for such fraudulent sales.

DISCLOSURE OF MATERIAL CONNECTION

As otherwise provided herein, you must include a disclaimer with all Content that you share publicly stating your “material connection” (as defined by the FTC) to Soursop Nutrition and the fact that you have been compensated or otherwise incentivized to post the Content. For example, you must disclose the fact that Content is “sponsored by Soursop Nutrition” (such as by prominently displaying “#sponsored”) or an “advertisement” (such as by prominently displaying “#ad”) or that you are paid commissions (such as by prominently displaying “#paid”). Such disclosure must be made in close proximity to any statements that you make about Soursop Nutrition or Soursop Nutrition’s Products and must comply with any instructions or directions provided by Soursop Nutrition and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC’s Disclosure Requirements for Social Media Influencers
including:
Disclosures 101 for Social Media Influencers,
Guides Concerning the Use of Endorsements and Testimonials in Advertising,
Endorsement Guides: What People Are Asking

This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. In addition, the customer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Further, if the Content includes a video, the disclosure should be made both verbally during the video and displayed in text accompanying the video. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.

Note that while Soursop Nutrition may provide required disclosures (e.g., #Soursop NutritionPartner”) and recommended promotional verbiage, Soursop Nutrition shall not be responsible for any failure by you to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any failure by you to obtain all third-party clearances and permissions with respect to Content you post.

IF YOU FAIL TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF THE TERMS THAT MAY RESULT IN IMMEDIATE TERMINATION, WITHOUT ANY COMPENSATION OR COMMISSIONS OR LIABILITY TO YOU.

INTELLECTUAL PROPERTY RIGHTS

Ambassador’s Content and Attributes. For the Services which you are providing under these Terms, and without limiting Soursop Nutrition’s ownership of the Soursop Nutrition Intellectual Property (as defined below) as provided herein, you hereby grant Soursop Nutrition the irrevocable, sublicensable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and all media (now existing or hereinafter developed), including without limitation, on Soursop Nutrition’s owned or controlled websites and platforms, third-party websites (including retailer websites and/or third-party marketplaces), social media, television, billboards, any advertising materials, publications, marketing materials, point-of-sale displays, and/or presentations, and in any and all other media, in perpetuity. You acknowledge and agree that your Content, including any statements, comments, posts and/or feedback that you provide in connection with the Services or the Program, may be paraphrased, amplified, shortened, put into conversational form, and/or edited to correct grammatical and/or spelling errors.

By accepting these Terms, you acknowledge that participation in the Program means Soursop Nutrition has the irrevocable right to use your Content and include your name, likeness, image, photograph, voice, videos, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and/or handle and any other indicia or other attributes in any manner that Soursop Nutrition determines supports the purposes of the Program, in Soursop Nutrition’s sole discretion, including but not limited to use in any media that accepts advertising or promotional content or communications. Further, you acknowledge and agree that the rights granted by you to Soursop Nutrition with respect to your Content are granted without compensation to you other than what is provided in the Terms.

Ambassador’s Rights to Soursop Nutrition Intellectual Property and Soursop Nutrition Platforms. Soursop Nutrition hereby grants you, a non-exclusive, non-transferable, revocable, limited license to use and display Soursop Nutrition’s trade name, logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “Soursop Nutrition Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by Soursop Nutrition. You acknowledge Soursop Nutrition’s exclusive right, title and interest in and to the Soursop Nutrition Intellectual Property and the goodwill pertaining thereto, that any use of the Soursop Nutrition Intellectual Property by you does not create any ownership, license or other right or interest in or to the Soursop Nutrition Intellectual Property by you except as specifically set forth herein and that all use of the Soursop Nutrition Intellectual Property by you shall inure to the benefit of Soursop Nutrition. You agree that you shall not, challenge, or assist in any challenge to, the validity or exclusivity of Soursop Nutrition’s ownership of the applicable Soursop Nutrition Intellectual Property.

Further, Soursop Nutrition and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (collectively, “Soursop Nutrition Platforms”).

By accepting these Terms, you agree that you will not:

• Copy, rent, lease, sell, distribute, or create derivative works based on the Soursop Nutrition Platforms in whole or in part, by any means, except as expressly authorized in writing by Soursop Nutrition;
• Use any Soursop Nutrition Intellectual Property without Soursop Nutrition’s prior written permission;
• Use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the Soursop Nutrition Platforms or systems;
• Use the Soursop Nutrition Platforms in any manner that damages, disables, overburdens, or impairs any of Soursop Nutrition’s websites or interferes with any other party’s use of the Soursop Nutrition Platforms;
• attempt to gain unauthorized access (or exceed any authorized access) to the Soursop Nutrition Platforms;
• Access the Soursop Nutrition Platforms other than through the Soursop Nutrition interface; or
• Use the Soursop Nutrition Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms.

EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE Soursop Nutrition PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, Soursop Nutrition DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE Soursop Nutrition PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Third-Party Licenses. You shall be solely responsible for obtaining any required licenses, permissions or approvals from third parties, contributors, and/or other affected rights-holders with regard to third-party content incorporated into the Content by you, as necessary for Soursop Nutrition to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in any Content, to sign an authorization, consent and release form and granting to Soursop Nutrition all license and publicity rights necessary for Soursop Nutrition to make use of the name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. Upon request by Soursop Nutrition, you will provide Soursop Nutrition with copies of such licenses, permissions, approvals or consents.

CONFIDENTIAL INFORMATION

Soursop Nutrition may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). Soursop Nutrition’s Confidential Information includes, without limitation, all non-public or proprietary information and Soursop Nutrition Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the Soursop Nutrition Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, financial plans, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing, product, business and other future plans. For the avoidance of doubt, Confidential Information includes non-public information shared with you via email or other communications from Soursop Nutrition related to the Program. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that Soursop Nutrition is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all Soursop Nutrition Intellectual Property. You further agree that you will not, and will cause any of your employees other agents to not, use Soursop Nutrition’s Confidential Information for the benefit of anyone other than Soursop Nutrition. You agree not to use Soursop Nutrition’s Confidential Information for any purpose except in the performance of your obligations under these Terms. You acknowledge and agree that the disclosure of the Confidential Information to third parties or the unauthorized use of the Confidential Information or Soursop Nutrition’s Intellectual Property would cause substantial and irreparable harm and injury to Soursop Nutrition’s ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, Soursop Nutrition shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies.

TERM AND TERMINATION

The term of these Terms shall begin upon your acceptance of these Terms and will end when terminated by either Party in writing (the “Term”). Your participation in the Program and these Terms may be terminated by Soursop Nutrition immediately at any time, with or without cause, upon Soursop Nutrition’s written notice to you; and by you upon thirty (30) days written notice by you to Soursop Nutrition. In the event of cancellation or termination by you for any reason or by Soursop Nutrition for a breach of the Terms by you, in addition to the termination rights hereunder, Soursop Nutrition shall be entitled to recover all costs (including attorney’s fees) in the enforcement of Soursop Nutrition’s rights hereunder and, if you have been paid in advance, Soursop Nutrition shall be entitled to a refund of any fees advanced to you; or, as applicable, you shall waive all rights you have hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. Soursop Nutrition may terminate these Terms and all other agreements between Soursop Nutrition and other brand ambassadors if Soursop Nutrition elects to cease business operations, dissolve Soursop Nutrition or terminate its business. Upon the termination of these Terms, all limited licenses granted to you hereunder shall cease and you shall cease to hold yourself out as brand ambassador of Soursop Nutrition.

The rights and obligations related to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.

INDEPENDENT CONTRACTOR

In providing the Services to Soursop Nutrition, you acknowledge and agree that your relationship with Soursop Nutrition is that of an independent contractor and it is expressly understood and agreed that nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and Soursop Nutrition. You are solely responsible for all of you own income, social security, unemployment, sales, disability and any other applicable taxes arising out of your performance of the Services under these Terms, as required by applicable laws and regulations. You understand and agree that Soursop Nutrition will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend Soursop Nutrition against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.

INDEMNITY; LIMITATION OF LIABILITY

Indemnity. You agree to at all times defend, indemnify and hold harmless Soursop Nutrition (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend Soursop Nutrition as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by Soursop Nutrition in connection with any such claim.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Soursop Nutrition OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT AMBASSADOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL Soursop Nutrition’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED 50% OF THE COMMISSIONS PAID TO AMBASSADOR PURSUANT TO THE TERMS IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Disclaimer. Soursop Nutrition MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Soursop Nutrition’S WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY Soursop Nutrition OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY Soursop Nutrition, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, Soursop Nutrition MAKES NO REPRESENTATION THAT THE OPERATION OF ANY Soursop Nutrition WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND Soursop Nutrition IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

MISCELLANEOUS; ADDITIONAL TERMS

These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

The waiver by either Party of a breach of any provision of these Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party.

Soursop Nutrition may modify these Terms at any time and its sole discretion. These modifications may include, but are not limited to, changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with Soursop Nutrition. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change.

You may not subcontract or otherwise assign, transfer or delegate any of your rights, duties or obligations under these Terms.

Soursop Nutrition may assign, transfer or delegate its rights, duties and obligations hereunder to any third- party acquirer of the business of Soursop Nutrition, and following such an assignment, transfer and delegation, Soursop Nutrition shall have no further duties or obligations hereunder.

Subject to the “Arbitration Agreement” provisions below, these Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of law provisions. To the extent that your agreement to arbitrate is not deemed to apply, you expressly agree and personally submit to the exclusive jurisdiction of the state and federal courts of the State of New York to adjudicate and resolve any dispute with Soursop Nutrition, its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers or in any other way relating to the website, including, content or user content. YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL OR TO CLAIM THAT THE STATE OF NEW YORK IS AN INCONVENIENT FORUM TO HEAR CLAIMS AND DISPUTES.

Any dispute or claim arising out of or relating in any way to the Platform, these Terms or the Products will be resolved exclusively by final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. Also, this Arbitration Agreement will not preclude any action for injunctive relief in aid of arbitration. This Arbitration Agreement applies to any dispute or claim between the parties and/or their parents, subsidiaries, employees, agents, officers, or owners (who shall be third-party beneficiaries of this provision). The Federal Arbitration Act and federal arbitration law apply to this Arbitration Agreement.

BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL. The arbitration will be conducted by a neutral arbitrator, rather than by a judge or jury. The arbitrator can only award on an individual basis and must rely on these Terms of Service. The arbitration will be administered by the American Arbitration Association ("AAA") and conducted under AAA's Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules") then in effect at the time of the dispute. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Either party may initiate arbitration by providing written notice to the other party and filing a demand with the AAA. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees to the AAA for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous or brought for an improper purpose. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You do not have the right to act as a class representative or participate as a member of a class of claimants with respect to any claim submitted to arbitration. The arbitrator may not consolidate more than one person's claims against a party and may not preside over any kind of representative or class proceeding. You acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST US IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU HAVE ALREADY USED THE WEBSITE OR SERVICES AND YOU DO NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS, YOU MUST TELL US IN WRITING AND STOP USING THE SITE, PRODUCTS AND SERVICES.

Each Party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other Party be necessary or expedient to further and more effectually carry into effect the provisions of these Terms.