service agreement

master service agreement

SHOUTLET
TERMS OF SERVICE AND ACCEPTABLE USE POLICY

Updated April 2010

SHOUTLET WEB SITE TERMS AND CONDITIONS OF USE 
INTRODUCTION
Thank you for visiting Shoutlet’s Web site, which is a service provided by Shoutlet, Inc. (“Shoutlet” or “we” or “us”), and is located at shoutlet.com (the “Site”). This page sets out the terms and conditions (“Terms and Conditions”) which will govern your use of the Site and compliance with these rules is a condition to your use of the Site. We reserve the right to modify these Terms and Conditions. Accordingly, please review this page often. Shoutlet will give notice of changes to the Terms and Conditions by posting the revised Terms and Conditions on this Site, together with the date the Terms and Conditions were last updated. Modifications will be effective immediately upon posting.  Your continued use of this Site indicates your agreement to be bound by the modified Terms and Conditions. If you do not agree to be bound by the Terms and Conditions, promptly exit this Site.  If you have any questions regarding these Terms and Conditions, please email your questions to <a href="mailto:client_services@shoutlet.com">client_services@shoutlet.com</a>. Should you choose to subscribe to any Shoutlet services, you must also agree to the Master Services Agreement, which contains additional terms of service.

User Information  
By using this Site, (1) you represent and agree that you are bound by these Terms and Conditions; and (2) you have read Shoutlet’s <a href="http://shoutlet.com/about/privacy.php">Privacy Policy</a> and consent to the use of your personal information by Shoutlet and others in accordance with the terms of and for the purposes set forth in Shoutlet’s Privacy Policy.

Ownership and Copyright
All pages within this Site and any material made available for download are the property of Shoutlet, its subsidiaries, affiliates, vendor and/or licensors.  The Site is protected by United States and international copyright and trademark laws.  Any rights not expressly granted herein are reserved.
The contents of the Site, including without limitation any materials accessed through or made available for use or download through this site are copyrighted and may not be copied, distributed, modified, or used, in whole or in part, without the prior written consent of Shoutlet, except that you may download content from the Site to any single computer for your personal use only, provided you keep intact all copyright, trademark, and other proprietary notices and comply with any applicable end user license agreements.  No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).
You do not acquire ownership rights to any content, document or other materials viewed through the Site.  The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.  All software used on this Site is the property of Shoutlet or its software suppliers and protected by United States and international copyright laws.

License; Restrictions on Use 
Shoutlet hereby grants you a limited, nonexclusive, revocable, and non-transferable license to use and access the Site solely for your personal, non-commercial use, provided you retain all copyright and other proprietary notices, and pursuant to the requirements and restrictions of these Terms of and Conditions. If you have purchased an online subscription to the Site, it is personal to the individual whose name appears in the first and last name field of the subscription order form and it cannot be shared with or used by any other individual or entity. You may not frame or utilize framing techniques to use, surround or enclose any of Shoutlet’s names, trademarks, service marks, logo, or other proprietary information (including; images, text, page layout, or form) of Shoutlet and/or our affiliates or subsidiaries without Shoutlet’s express written consent.  You may not use any meta tags or any other “hidden text” utilizing Shoutlet name or trademarks without the express written consent of Shoutlet. 
As a condition of your use of this Web site, you warrant to Shoutlet that you will not use the Site for any purpose that is unlawful or prohibited by these Terms and Conditions. You also agree not to deep-link to the site for any purpose, unless specifically authorized by Shoutlet to do so.  If you breach any of these Terms and Conditions, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.  Any rights not expressly granted by these Terms and Conditions or any applicable end user license agreements are reserved by Shoutlet. If you use the materials other than as permitted in this license, you will be violating Shoutlet’s copyright and other proprietary rights.

Trademark Notice  
Shoutlet is a trademark owned by Shoutlet. Shoutlet’s trademarks may not be used in connection with any product or service that is not Shoutlet’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Shoutlet.  All other trademarks and logos used in this Site are the trademarks, service marks or logos of their respective owners.  Shoutlet does not make any claims to the marks of others which might appear on the Site.  You gain no right to use any marks of Shoutlet or any other entity by virtue of your use of this Site.

Confidential and Proprietary Information/Visitor Submissions  
Please refer to our <a href="http://shoutlet.com/about/privacy.php">Privacy Policy</a> for an explanation of how we collect, maintain and use confidential and proprietary information from visitors to and users of our Site.  By accessing, using or browsing this Site, you acknowledge and understand that you have read, understand, and agree to be bound by our Privacy Policy.  If you do not agree with our Privacy Policy, do not use this Site.  All remarks, suggestions, ideas, graphics, or other information communicated to Shoutlet through its Site (collectively, the “Submission”) will forever be the property of Shoutlet.  Shoutlet will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Shoutlet products or operations.  Without limitation, Shoutlet will have exclusive ownership of all present and future existing rights to the Submissions of every kind and nature, everywhere.  Shoutlet will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission.  You acknowledge that you are responsible for whatever material you submit, and you, not Shoutlet, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
You agree not to try to access and not to access any information through the Site which does not pertain to you and which you are not properly authorized to receive.  You agree that if you should access information about another individual or entity, or otherwise receive information you are not authorized to receive, or if you become aware that someone else has accessed or attempted to access information that person was not authorized to receive, you will immediately cease such unauthorized access, notify Shoutlet of the unauthorized access, and assist Shoutlet in identifying and correcting the circumstances which permitted such unauthorized access.  You will keep confidential all information you receive concerning another individual or entity confidential, shall not use such information, shall return such information to Shoutlet immediately, shall not transmit it to any other person or entity and shall not return it in any electronic or other form.

Security  
You may be required to enter a valid User I.D. and password (“Access Codes”) to access certain areas of the Site or to purchase products.  It is your sole responsibility to monitor and control use of these Access Codes for all purposes.  You accept all responsibility for the security of your Access Codes, and utilization of the Site via the Access Codes.  You agree that you shall be solely liable for all authorized and unauthorized access using the Access Codes.   Do not disclose your Access Codes to anyone not authorized to act on your behalf.  Shoutlet cannot and will not be liable for any loss or damage arising from your failure to comply with this Section F. 

Forward-Looking Statements  
The Site may contain forward-looking statements regarding Shoutlet’s business, customers, partners, future products and services or other factors that may affect future earnings or financial results.  Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements.  Examples of these risks include delays in development, competitive service and product offerings, and lack of market acceptance.

Disclaimer of Warranties 
SHOUTLET DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT, AND ANY SITE-RELATED SERVICES, ARE PROVIDED “AS IS,” AND “AS AVAILABLE” WITH ALL FAULTS. SHOUTLET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  
SHOUTLET SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OBTAINED THROUGH THE SITE.  SHOUTLET DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.  
SHOUTLET DOES NOT WARRANT THAT ANY FILES IT MAKES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING.  YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.  YOU AGREE THAT SHOUTLET SHALL NOT BE LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OF INDIRECTLY FROM ANY SUCH CODE.  YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND OF THE INTERNET, INCLUDING ANY SITE-RELATED SERVICES, AND HYPERLINKED WEB SITES.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SHOUTLET OR SHOUTLET’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Violation of the Term and Conditions
You understand and agree that in Shoutlet’s sole discretion, and without prior notice, Shoutlet may terminate your access to the Site, or exercise any other remedy available and remove any unauthorized user information, if Shoutlet believes that the information you provide has violated or is inconsistent with these Terms and Conditions, or violates the rights of Shoutlet, or any third party, or violates the law. You agree that monetary damages may not provide a sufficient remedy to Shoutlet for violations of these Terms and Conditions and you consent to injunctive or other equitable relief for such violations. Shoutlet may release user information about you if required by law or subpoena.

Limitation of Liability From Use of Site  
SHOUTLET AND ITS SUBSIDIARIES, AFFILIATES, VENDORS AND/OR LICENSORS AND OTHER THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY INJURIES, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE OR INABILITY TO USE THE SITE, SITE-RELATED SERVICE, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE,  ANY USE, PERFORMANCE, OR POSSESSION OF THIS SITE, ANY HYPERLINKED WEB SITE, ANY DEFECT IN THE SITE OR ITS CONTENTS, AND/OR ANY BREACH OF THESE TERMS AND CONDITIONS. THIS LIMITATION APPLIES (A) WHETHER THE ALLEGED CLAIMS OR DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND (B) REGARDLESS OF WHETHER OR NOT SHOUTLET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, AND/OR HYPERLINKED WEB SITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.  CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES.  SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF THE EXCLUSION OF WARRANTY OR LIMITATION OF LIABILITY IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN SHOUTLET, AND ITS SUBSIDIARIES, AFFILIATES, VENDORS AND/OR LICENSORS AND OTHER THIRD PARTIES MENTIONED ON THIS SITE MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL NOT EXCEED THE AMOUNT OF ANY SUBSCRIPTION OR MEMBERSHIP FEE WHICH YOU MAY HAVE PAID FOR THE SERVICE.

Indemnity
You agree to indemnify and hold Shoutlet, and its subsidiaries, affiliates, officers, agents, vendors, licensors, and other partners and employees, harmless from any loss, liability, injury (including injuries resulting in death), claim, or demand, including reasonable attorneys’ fees and costs, of any kind due to, arising out of, or relating to your use of the Site or its content, including also your use of the Site to provide a link to another site or to upload content or other information to the Site, or your breach of the Terms and Conditions.

Accuracy and Integrity of Information  
Although Shoutlet attempts to ensure the integrity and accurateness of the Site, it makes no guarantees whatsoever as to the correctness or accuracy of the Site.  It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties.  In the event that an inaccuracy arises, please inform Shoutlet so that it can be corrected.  Information contained on the Site may be changed or updated without notice.

Forums and Other Interactive Areas  
You may post or submit comments, content and other materials so long as it is not illegal, vulgar, obscene, sexually explicit, threatening, harmful, defamatory, harassing, abusive, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of spam.  You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. 
Shoutlet reserves the right, but is not obligated to, monitor, filter, or review any areas of the Site, including the conduct, where visitors or users transmit or post communications, content, or communicate solely with each other, including, but not limited to, chat rooms, bulletin boards, and other user forums, and the content of any such communications.  Shoutlet, however, will have no liability related to the content of any such communications. Shoutlet retains the right to remove, in its sole discretion, communications that include any material deemed abusive, defamatory, obscene, or otherwise inappropriate. The maker of any such material agrees to indemnify and hold Shoutlet harmless from and against any claim or suit, including damages, costs and attorney fees, brought by any governmental agency or third party as a result of the making of such material.
By providing these materials to Shoutlet, including by submitting or uploading content or materials for use on the Site, you represent and warrant that you or the owner of all rights to such content or materials has expressly granted Shoutlet an irrevocable world-wide right in all languages and in perpetuity to use and exploit all or any part of the content or materials at its sole discretion by any method now existing or later developed. You agree that you shall waive all claims and have no recourse against Shoutlet for any alleged or actual infringement or misappropriation of any proprietary rights in any communication, content, or material submitted to Shoutlet.

DMCA Policy
As provided in the Digital Millennium Copyright Act (DMCA), we have designated the following individual for notification of potential copyright infringement regarding the Site: 
Corporate Counsel
Shoutlet, Inc,
1 Erdman Place, Suite 100
Madison, WI 53717
If you believe any service or user content available through the Site infringes a copyright, please provide the following information to the person identified above (17 U.S.C. § 512): 
a.	A physical or electronic signature of the copyright owner or authorized agent; 
b.	Identification of the copyrighted work(s) claimed to have been infringed; 
c.	Identification of the material that is claimed to be infringing or to be the subject of the 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; 
d.	Information regarding how we may contact you (e.g., mailing address, telephone number, e-mail address); 
e.	A statement that the copyright owner or its authorized agent has 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 
f.	A statement that the information in the notification is accurate, and made under penalty of perjury, and, if an agent is providing the notification, a statement that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Links or Pointers to Other Sites  
The Site may automatically produce search results that reference and/or link to third party web sites throughout the World Wide Web. Shoutlet makes no representations whatsoever about any other web site that you may access through this Site.  When you access a non-Shoutlet site, please understand that it is independent from Shoutlet, and that Shoutlet has no control over the content on that Web site.  In addition, a hyperlink to a non-Shoutlet Web site does not mean that Shoutlet endorses or accepts any responsibility for the content, or the use, of the linked site.  It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature.  If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

Advertising
The Site may contain advertisement and/or sponsorship. The advertisers and/or sponsors that provide these advertisements and sponsorship are solely responsible for insuring that the materials submitted for inclusion on the Site are accurate and comply with all applicable laws. Shoutlet is not responsible for the acts or omissions of any advertiser or sponsor.

Termination  
Shoutlet reserves the right, in its sole discretion and without liability to you, to change, suspend, or terminate your access to all or part of this Site or discontinue any aspect of the Site, with or without cause, and with or without notice. 

Statute of Limitations
Any cause of action brought by you against us or our affiliated parties must be instituted within one (1) year after the cause of action arises or be deemed forever waived and barred.

Choice of Law and Venue  
This Site is controlled by Shoutlet from its offices within the state of Wisconsin, of the United States of America.  It can be accessed from all fifty states, as well as from other countries around the world.  Each of these places has laws that may differ from those of Wisconsin.  By accessing this Site, both you and Shoutlet agree that the statutes and laws of the state of Wisconsin will apply to all matters related to these Terms and Conditions and the use of the Site, without regard to conflicts of laws or principles thereof.  Each party also agrees and hereby submits to the exclusive personal jurisdiction and venue of the state and federal courts sitting in Dane County, Wisconsin, and waives any jurisdictional, venue or inconvenient form of objections to such courts. 
Shoutlet makes no representation that materials on the Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited.  Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. 

International Use
By choosing to access the Site from any location other than the United States, you accept full responsibility for compliance with all local laws that are applicable. Shoutlet makes no representation that materials on the Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited.  You may not use, export or re-export any materials from this Site in violation of any applicable laws or regulations, including, but not limited to, any United States export laws and regulations.

Severability
In the event that any of the Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect.

Entire Agreement 
These Terms and Conditions constitute the entire agreement between Shoutlet and you pertaining to the subject matter hereof. In its sole discretion, Shoutlet may from time-to-time revise these Terms and Conditions by updating this posting.  You should, therefore, periodically visit this page to review the current Terms and Conditions, so you are aware of any such revisions to which you are bound.  Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices or terms located on particular pages within this Site.

Effective Date of these Web Site Terms and Conditions of Use: April 20, 2010.