Terms of Service

Shoutz, Inc.
Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Shoutz applications (apps), Shoutz’s websites and all related services (the “Services”), and any videos, information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”). Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services, and as a condition of your use, you agree to be bound by these Terms and also agree that you have no legal or other rights regarding the Services except those specifically granted to you in these Terms. Shoutz reserves the right to discontinue any aspect of the Services at any time, with or without notice to you.

Basic Terms
General Use of the Service. Shoutz hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:

You agree not to distribute in any medium any part of the Service or the Content without Shoutz's prior written authorization, unless Shoutz makes available the means for such distribution through functionality offered by the Service (such as an embeddable player).
You agree not to alter or modify any part of the Service.
You agree not to access Content through any technology or means other than the Services or other explicitly authorized means Shoutz may designate.
You agree not to use the Services for any of the following commercial uses unless you obtain Shoutz's specific prior written approval:

the sale of access to the Services;
the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or
the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Services, unless other material not obtained from Shoutz appears on the same page and is of sufficient value to be the basis for such sales.

Prohibited commercial uses do not include:
uploading an original video to Shoutz, or maintaining an original page on Shoutz, to promote your Fan Club (including pages for charities, political campaigns, businesses and schools) or personal activities; or
any use that Shoutz expressly authorizes in writing.

You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. The Content you submit, post or display will be able to be viewed by other users of the Services, and in some cases the public generally, and through third party services and websites (go to the account settings page to control who sees your Content). You should only provide Content that you are comfortable sharing with others under these Terms.

You may use the Services only if you can form a binding contract with Shoutz under applicable law (i.e. not a minor) and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services that Shoutz provides are always evolving and the form and nature of the Services that Shoutz provides may change from time to time without prior notice to you. You obtain no right or privilege to the continuation of any specific Service, or the Services generally, by your use of the Services. Shoutz may stop (permanently or temporarily) providing the Services (or any specific aspect or feature of any of the Services) to you or to users generally, and may do so without prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

The Services may include advertisements, which may be targeted to the Content or other aspect or feature of or information on the Services, queries made through the Services, or other information collected through your use of the Services. The types and extent of advertising by Shoutz on the Services are subject to change. In consideration for Shoutz granting you access to and use of the Services, you agree that Shoutz and its third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.

Privacy

Any information that you provide to Shoutz is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Shoutz. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Shoutz account, which you may not be able to opt-out from receiving.

Accounts

In order to access the Services, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Shoutz immediately of any breach of security or unauthorized use of your account. Although Shoutz will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Shoutz or others due to such unauthorized use. Shoutz will terminate a user's access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer of these Terms or other Shoutz policies. Shoutz reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, hate speech, other violations of law other than copyright, and being against the best interests of Shoutz (in our sole discretion). Shoutz may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a your account, with or without prior notice to you, for submitting any material in violation of these Terms of Service.

Passwords
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Shoutz cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Content on the Services
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not be able to monitor or control the Content posted via the Services, and even if monitored, may not be able to prevent the submission of Content that is inappropriate, slanderous, libelous, obscene or illegal. Accordingly, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Shoutz be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

Submitted Materials
We are not responsible for any Content submitted or posted to the Services (“Submitted Materials”), and you are solely responsible for your own submissions and posting and the consequences of posting or publishing them. We do not solicit nor do we wish to receive any confidential, secret or proprietary information in Content from you through the Services. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, or that you own or have all necessary rights, licenses, consents, releases and permissions to submit and post the Submitted Materials, or that no other party has any rights thereto, that the Submitted Materials do not infringe or violate the rights of any person, including but not limited to privacy and publicity rights, or violate any law or regulation, and that any "moral rights" in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes, and in connection with our business and the business of our successors, parents, subsidiaries, affiliates and related companies, and you agree that you shall have no claims against us for using these materials. We reserve the rights to display advertisements in connection with your Submitted Materials and to use your Submitted Materials for advertising and promotional purposes. You acknowledge and agree that your Submitted Materials may be included on the apps, web sites and advertising networks of our distribution partners and third-party service providers (including their downstream users). We cannot be and are not responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time. We are and shall be under no obligation to pay to you or any user any compensation for any Submitted Materials, or to respond to any of your or any other user's Submitted Materials.

Prohibited User Conduct
You warrant and agree that, while using the Web Site and the various services and features offered on or through the Web Site, you shall not: (i) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (ii) insert your own or a third party's advertising, branding or other promotional content into any of the Services’ Content, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes, without prior express written permission from Shoutz; or (iii) attempt to gain unauthorized access to other computer systems through the Services. You shall not: (i) engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Services, including without limitation any information residing on any server or database connected to the Services; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Services in any manner with the intent to interrupt, damage, disable, overburden, or impair the Services; (iv) use the Services in violation of our or any third party's intellectual property or other proprietary or legal rights; or (v) use the Services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Services, or any Content, or make any unauthorized use of the Services or the Content. You agree that you shall not use the Services in any manner that could interfere with any other user’s use and enjoyment of the Services.

Posting of Comments and Content
You agree that you shall not upload, post, transmit, distribute or otherwise publish through the Services, any Content which (i) restrict or inhibit any other user from using and enjoying the Services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including us or our personnel. You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.
Right to Monitor and Exercise Control Over Content

We reserve the right, but do not have an obligation, to monitor and/or review all Content posted to or through the Services, and we are not responsible for any Content posted by users. We do not undertake or assume any duty to monitor the Services for inappropriate or unlawful Content. However, Shoutz reserves the right at all times, with or without notice to do any and all of the following:
Disclose any information as necessary to satisfy any law, regulation or government request
Edit any Content, refuse to allow posting or submittal of any Content or to remove any Content, in whole or in part, that in our sole discretion are:

objectionable in any way,
are in violation of these Terms,
are contrary to or in violation of any of our policies,
are contrary to the best business or other interests of Shoutz, directly or indirectly,
cast Shoutz in an unfavorable light, whether from the viewpoint of our clients, our advertisers, our users, the media in general or otherwise (or that we believe have the potential to cast Shoutz in an unfavorable light), or
are in violation of or, in our opinion, may be interpreted to be in violation of applicable law.

Your Rights
You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).

You agree that this license includes the right for Shoutz to make such Content available to other companies, organizations or individuals who partner with Shoutz for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by Shoutz, or other companies, organizations or individuals who partner with Shoutz, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.
We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be rebroadcasted by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. Shoutz will not be responsible or liable for any use of your Content by Shoutz in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

Shoutz gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by Shoutz as part of the Services, all subject to your compliance with these Terms, in all respects and at all times. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Shoutz in accordance with these Terms.

Shoutz Rights
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Shoutz and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Shoutz name or any of the Shoutz trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Shoutz, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Restrictions on Content and Use of the Services

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to terminate users and to reclaim usernames. We also reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to do the following:
satisfy any applicable law, regulation, legal process or governmental request,
enforce the Terms, including investigation of potential violations hereof
detect, prevent or otherwise address fraud, security or technical issues,
respond to user support requests, or
protect the rights, property or safety of Shoutz, its users and the public.

You may not do any of the following while accessing or using the Services:

access, tamper with, or use non-public areas of the Services, Shoutz’s applications, servers and systems, or the technical delivery systems of Shoutz’s third party providers;
probe, scan or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Shoutz (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Shoutz (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of Shoutz is expressly prohibited);
forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or
interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

Copyright Policy
Shoutz respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, Shoutz will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:

Shoutz, Inc.

Attn: Copyright Agent

3601 South Congress Avenue, Suite B201

Austin, Texas 78704

Email: copyright@shoutz.com
Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Shoutz customer service. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content;
Your name, address, telephone number, and e-mail address;
A statement that you consent to the jurisdiction of the federal court in Austin, Texas; and
A statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Shoutz may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Shoutz's sole discretion.
The Services are Available “AS-IS”

Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, SHOUTZ AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. Shoutz will not be responsible or liable for any harm to your mobile device or computer, for any loss or corruption of data, or other harm that results from your access to or use of the Services, or any Content. You also agree that Shoutz has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Shoutz or through the Services, will create any warranty not expressly made herein.
Links

The Services may contain links to third-party websites, mobile sites/applications or other resources (“Third Party Resources”). You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such Third Party Resources; or (ii) the content, products, or services on or available from such Third Party Resources. Links to such Third Party Resources do not imply any endorsement by Shoutz of such Third Party Resources or the content, products, or services available from such Third Party Resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third Party Resources.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOUTZ AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVERTISERS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY SLANDEROUS, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SHOUTZ HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Waiver and Severability
The failure of Shoutz to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Texas without regard to or application of its conflict of law provisions or your state or country of residence. You agree and acknowledge that any and all claims, legal proceedings or litigation arising in connection with the Services will be brought solely in Travis County, Texas, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Texas (excluding choice of law).

Entire Agreement
These Terms, the Shoutz Rules and our Privacy Policy are the entire and exclusive agreement between Shoutz and you regarding the Services (excluding any services for which you have a separate written agreement with Shoutz that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Shoutz and you regarding the Services. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

We may revise these Terms at any time in our sole discretion, with or without notice to you. Revisions become effective upon posting on the Services. We may, in our sole discretion, notify users of a material change in the Terms, prospectively or at the time of adoption, in which case we will notify you via an e-mail to the email associated with your account. By continuing to access or use the Services after any revision becomes effective, including a minor revision without notice, you agree to be bound by the revised version of the Terms. If you do not wish to abide by any revised Terms, your only recourse is to discontinue use of the Services. The most current version of the Terms will always be at http://www.shoutz.com/legal/terms_of_service. If you have any questions about these Terms, please contact us.
Effective: October 17, 2011