PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY SHOUT OUT TECHNOLOGIES, INC. (“SHOUT OUT TECHNOLOGIES"), A DELAWARE CORPORATION. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITES AT http://shoutouttechnologies.com AND http://atyou.com (THE "SITES") AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY SHOUT OUT TECHNOLOGIES (COLLECTIVELY WITH THE SITES, THE "SERVICE").
By registering for and/or using the Service in any manner, including but not limited to visiting or browsing the Site, you agree to all of the terms and conditions contained herein ("Terms of Use"), which also incorporate Shout Out Technologies’ Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Sites by Shout Out Technologies, each of which is incorporated by reference and each of which may be updated by Shout Out Technologies from time to time without notice to you in accordance with the terms set out under the "Modification of Terms of Use" section below. In addition, some services offered through the Service may be subject to additional terms and conditions specified by Shout Out Technologies from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Service, including, without limitation, users who are contributors of content, information, and other materials or services on the Site, individual users of the Service, venues that access the Service, and users that have a page on the Service.
Subject to these Terms of Use, Shout Out Technologies may offer to provide the Services, as described more fully on the Sites, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Shout Out Technologies performs for you, any applications or widgets offered by Shout Out Technologies that you download from the Sites or, subject to the terms set out under the "Third party Sites and Services" section below, from third party application stores (e.g., iTunes® store or Google Apps Marketplace) authorized by Shout Out Technologies, as well as the offering of any materials displayed or performed on or through the Services (including Content (as defined below)).
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with Shout Out Technologies and represent, warrant and covenant that you provide Shout Out Technologies with accurate and complete registration information (including, but not limited to a user name ("User Name"), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Services account. We recommend, but do not require, that you use your own name as your User Name so your friends can recognize you more easily.
You shall not:
Shout Out Technologies reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Services password. You shall never use another user's account without such other user's prior express permission. You will immediately notify Shout Out Technologies in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service. The Service is not available to individuals who are younger than 13 years old. Shout Out Technologies may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Use or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Site or Services in any way.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Shout Out Technologies cannot guarantee the authenticity of any Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Use, the term "Content" includes, without limitation, any location information, "shouts", videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Shout Out Technologies on or through the Service. Content added, created, uploaded, submitted, distributed, posted or otherwise obtained through the Service by users, including Content that is added to the Service in connection with users linking their accounts to third party websites and services, is collectively referred to as, "User Submissions."
The Service contains Content specifically provided by Shout Out Technologies or its partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
Subject to these Terms of Use, Shout Out Technologies grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Shout Out Technologies, or from the copyright holder identified in such Content's copyright notice, as applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.
Please read this section carefully before posting, uploading, or otherwise submitting any Content to the Sites. By submitting Content to the site you are granting Shout Out Technologies a worldwide, non-exclusive license to use the Content and are representing and warranting to Shout Out Technologies that the Content is owned or duly licensed by you, and that Shout Out Technologies is free to publish, distribute and use the Content as hereinafter provided for without obtaining permission or license from any third party.
In consideration of Shout Out Technologies’ agreement to allow you to post Content to the Site and Shout Out Technologies’ agreement to publish such Content and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with Shout Out Technologies as follows:
You acknowledge that:
By uploading your literary, photographic or graphic works to Shout Out Technologies’ Sites you retain full rights to those works that you had prior to uploading.
By posting Content to the Sites you hereby grant to Shout Out Technologies a non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content in connection with the Services. This license will exist for the period during which the Content is posted on the Sites and will automatically terminate upon the removal of the Content from the Sites;
The license granted to Shout Out Technologies includes the right to use your Content fully or partially for promotional reasons and to distribute and redistribute your Content to other parties, web-sites, applications, and other entities, provided such Content is attributed to you in accordance with the credits (i.e. username, profile picture, photo title, descriptions, tags, and other accompanying information) if any and as appropriate, all as submitted to Shout Out Technologies by you; Shout Out Technologies uses industry recognized software and measures to restrict the ability of users and visitors to the Sites to make high resolution copies of Content posted on the Site. Notwithstanding this, Shout Out Technologies makes no representation and warranty that Content posted on the Sites will not be unlawfully copied without your consent. Shout Out Technologies does not restrict the ability of users and visitors to the Site to make low resolution or ‘thumbnail’ copies of Content posted on the Sites and you hereby expressly authorize Shout Out Technologies to permit users and visitors to the Site to make such low resolution copies of your Content; and Subject to the terms of the foregoing license, you retain full ownership or other rights in your Content and any intellectual property rights or other proprietary rights associated with your Content.
You represent and warrant that:
You understand that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such Content originated; that Shout Out Technologies will not be liable for any errors or omissions in any Content; and that Shout Out Technologies cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
When you delete your User Submissions, they will be removed from the Service. However, you understand that any removed User Submissions may persist in backup copies for a reasonable period of time (but following removal will not be shared with others) or may remain with users who have previously accessed or downloaded your User Submissions.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a)take any action or (b)upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:
If the User Submission includes a photograph, Shout Out Technologies reserves the right to review and take necessary action if we determine that the photograph is inappropriate in any way. Examples of inappropriate content include nudity, bullying, content that promotes hate and any type of disturbing images.Shout Out Technologies has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any user who publishes or distributes child pornography.
You shall not (directly or indirectly):
Shout Out Technologies does not guarantee that any Content or User Submissions (as defined above) will be made available on the Site or through the Service. Shout Out Technologies has no obligation to monitor the Site, Service, Content, or User Submissions. However, Shout Out Technologies reserves the right to (i) remove, suspend, edit or modify any Content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Shout Out Technologies is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Service. Shout Out Technologies also reserves the right to access, read, preserve, and disclose any information as Shout Out Technologies reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Shout Out Technologies, its users and the public.
Certain features of the Service and/or certain services and products made available to you through the Service may allow you to purchase services or to redeem an offer or special using your credit card (together with “Card Services”). Shout Out Technologies uses a third-party payment processor (the “Payment Processor”) to link your credit card account to the Services (your “Card Account”) for use of the Card Services. The processing of payments or credits, as applicable, in connection with the Card Services will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Shout Out Technologies is not responsible for any error that occurs during any offer or special redemption process, including any error by the Payment Processor. In connection with your use of the Card Services, Shout Out Technologies will obtain certain transaction details, which Shout Out Technologies will use solely in accordance with our Privacy Policy.
For information on Shout Out Technologies’ Feedback and Unsolicited Idea Submission Policy, please go here.
The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services 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 Shout Out Technologies’ control, and you acknowledge that Shout Out Technologies 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 Shout Out Technologies or any association with its operators. You further acknowledge and agree that Shout Out Technologies 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 Content, goods or services available on or through any such website or resource.
Shout Out Technologies may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of these 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.
Save to the extent required by law, Shout Out Technologies has no special relationship with or fiduciary duty to you. You acknowledge that Shout Out Technologies has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.
You release Shout Out Technologies from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Shout Out Technologies makes no representations concerning any Content contained in or accessed through the Service, and Shout Out Technologies will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
You release us from all liability relating to your connections and relationships with other users. You understand that we do not, in any way, screen users, nor do we inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of users or the veracity of any information users provide. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Services. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Services, particularly if you decide to meet such individuals in person. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals.
THE SITE, SERVICE, CONTENT AND ADD-TO LINK ARE PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES 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, SAVE TO THE EXTENT REQUIRED BY LAW.
SHOUT OUT TECHNOLOGIES, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE WEBSITE, SERVICE, CONTENT AND ADD-TO LINK IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You shall defend, indemnify, and hold harmless Shout Out Technologies, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, Add-to Link or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of Shout Out Technologies). Shout Out Technologies reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Shout Out Technologies in asserting any available defenses.
ALL LIABILITY OF SHOUT OUT TECHNOLOGIES, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF SHOUT OUT TECHNOLOGIES, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHOUT OUT TECHNOLOGIES, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT SHOUT OUT TECHNOLOGIES, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK FOR:
NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SHOUT OUT TECHNOLOGIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOLELY IN RESPECT OF USERS LOCATED IN EUROPEAN ECONOMIC AREA (EEA) AND/OR AUSTRALIA, NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT OUR OR YOUR LIABILITY (AS APPLICABLE) IN RESPECT OF:
A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Shout Out Technologies agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Save for users located in the EEA and/or Australia, the following arbitration and governing law provisions shall apply:
Solely in respect of users located in the EEA and/or Australia, the following governing law provisions shall apply:
The use, duplication, reproduction, release, modification, disclosure or transfer of the software, application or widget is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. Any such software, application or widget is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of any such software, application or widget shall be governed solely by these Terms of Use.
These Terms of Use are the entire agreement between you and Shout Out Technologies with respect to the Service and use of the Site, Service, Content or User Submissions, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Shout Out Technologies with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these 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. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, Shout Out Technologies must provide you with written notice of such waiver through one of its authorized representatives.
Shout Out Technologies reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Service or via email. Shout Out Technologies may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.
In respect of users located in the EEA who wish to receive Services, and/or provide User Submissions, and/or provide or access Content via the Site, such users may have a right to cancel these Terms of Use under the European Distance Selling Directive (97/7/EC) ("Directive") within 7 days of accepting these Terms of Use solely to the extent such right applies under the Directive to such users, save that if such right to cancel applies, it shall cease to exist from the time of actual use of the Services, and/or provision of the User Submissions, and/or provision or access of Content via the Site by such users.
Shout Out Technologies shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Shout Out Technologies’ reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sub-licensable by you except with Shout Out Technologies’ prior written consent. Shout Out Technologies may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.
Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Solely in respect of users located in the EEA and/or Australia, in respect of these Terms of Use and your use of this Site, Service, Content, User Submissions or Add-to Link, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.
Where Shout Out Technologies has provided you with a translation of the English language version of these Terms of Use, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Shout Out Technologies.
If there is any contradiction between what the English language version of these Terms of Use says and what a translation says, then the English language version shall take precedence.
You may contact Shout Out Technologies at the following address: 7663 S Duquesne Way, Aurora, CO 80016.
Effective Date: January 15, 2015