Privacy & Terms

Overview

The terms and conditions on this page apply to both users of SHOUT's web-based user interface and anyone using an application programming interface (API) in connection with the SHOUT service.

PLEASE READ THESE TERMS OF USE COMPLETELY AND CAREFULLY. THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS PAGE. BY USING THIS SERVICE (ALSO REFERRED TO AS"WEBSITE"), WHETHER THROUGH SHOUT'S WEBSITE OR THROUGH AN API, YOU INDICATE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF USE. IFYOU DO NOT ACCEPT THESE TERMS OF USE, PLEASE DISCONTINUE USE OF THIS SERVICE IMMEDIATELY. IF YOU ARE A RESELLER OR A USER OF SHOUT', YOU ALSO AGREE TO INCORPORATE THESE POLICIES INTO YOUR OWN POLICIES, PRODUCTS, AND SERVICES ANDTO ENSURE THAT YOUR CUSTOMERS OR USERS ADHERE TO THESE TERMS.

SHOUT reserves the right, at its sole discretion, to modify and post theseTerms of Use at any time without prior notice. You are advised to visit this page to review the current Terms of Use on a regular basis.

SHOUT provides businesses and organizations with a variety of tools to collect names, phone numbers, email addresses, and other information on an opt-in basis. In general, SHOUT only processes and collects personal and contact information of those with whom you communicate (including subscribers) as a processor or service provider of your business or organization, doing so as instructed by you and in accordance with these Terms of Use and the “Privacy Notice” section below.

SHOUT divides those you communicate with into two categories: (1) management communications, and (2) marketing communications.

“Management Communications” means either: (1) messages you send via SHOUT for the purpose of providing support to a customer who proactively contacts you, or(2) messages you send via SHOUT to those who are part of your business organization. “Marketing Communications” means messages you send via SHOUT for the purpose of inducing someone to buy a good, service, or subscription. A message still constitutes a Marketing Communication even if you have a prior relationship with the recipient and even if the recipient reached out to you for a purpose like customer service.

SHOUT also provides a tool to help you import contact information. If you import contact information for the purpose of making Marketing Communications,SHOUT will require you to provide documentary evidence that those whose contact information is being imported gave affirmative, written consent to receive Marketing Communications.

In addition, industry regulations prohibit text-to-win campaigns by shared short code or transmitting undesirable content such as violence, pornography, alcohol, illegal drugs, and other prohibited material described in this document.

SHOUT's service may NOT be used for sending any unsolicited messages (commonly known as spam) except for government-sanctioned cases such as financial and healthcare alerts. You agree to the privacy and anti-spam policies described in this document and agree to enforce the indicated permission-based marketing practices with anyone using your account as required by law. You agree to assume full responsibility and accept the legal consequences of any action by anyone using your account.

SHOUT reserves the right to suspend or terminate your account at any time, at its sole discretion, and without prior warning or refund if your account activity is reasonably believed to violate any term in this agreement or applicable law. Violation of applicable anti-spam regulation may also cause third-party legal action against you. SHOUT also reserves the right to refuse service if SHOUT believes that your conduct is harmful to the interests ofSHOUT and its affiliates. SHOUT reserves the sole discretion and right to permanently delete archived data after 90 days.

SHOUT promises that it will not sell phone numbers that users upload into the system. SHOUT also will not lease lists of phone numbers, or otherwise disclose the phone numbers to third parties who are obtaining them for marketing purposes.

SHOUT will not use your database or any other private information stored in your account for any purpose other than those indicated in these Terms of Use or to comply with legal requirements.

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Permission-Based Subscription Requirements

SHOUT has a no-tolerance policy toward spam. Although SHOUT does not assume the duty or obligation to monitor messages, SHOUT reserves the right, in its sole and absolute discretion, to monitor any and all messages created or sent by you or any third party at any time without prior notice to ensure that they conform to guidelines and policies pertaining to our Website and services.

Evading SHOUT's monitoring system or the transmission of spam messages through the system violates these Terms of Use. If you know of or suspect any violators, please notify us immediately by clicking here.

Every outgoing email via the SHOUT service must contain a link that allows the recipient to unsubscribe from your distribution list(s).

If the recipient of a Management Communication responds with “STOP,” “UNSUBSCRIBE”or comparable, you must immediately stop sending Management Communications to that person.

All mobile messages which are Marketing Communication must conform to the latest available best-practice guidelines published by the Mobile MarketingAssociation (currently available at http://www.mmaglobal.com/policies/consumer-best-practices), which you agree to review before using SHOUT's service. For example, and without limitation, everyMarketing Communication SMS message must include "STOP" instructions.

IMPORTANT REQUIREMENTS FOR MARKETING COMMUNICATIONS: You may not send Marketing Communications prior to obtaining affirmative, written consent from the recipient. You must include the opt-in disclosure shown below in all of yourMarketing Communications.

Summary Terms & Conditions: Thanks for subscribing. You may unsubscribe at any time by replying STOP.

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Privacy and Anti-Spam Policies

The following terms and information (ending at"Warranty Disclaimer") constitute an introduction to the concept of spam and the general contours of a responsible, permission-based Marketing Communication campaign. This general information is not an exclusive source for applicable laws, guidelines, and compliance responsibilities pertaining to your use of SHOUT's service. In the event of any conflict between the information below and any law or industry regulation, you are to observe the applicable law or regulation.

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What is spam?

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Spam is any type of unsolicited message. You should not assume that an existing relationship with any message recipient constitutes permission to send messages. For example, if a customer disclosed a mobile number in the course of business but did not give you specific permission to send Marketing Communication, you must receive explicit consent to send Marketing Communication to that number. Before using SHOUT's service, you agree to review and abide by the following linked resources and to check for any revisions, as they may be amended over time.

• TCPA
• CAN-SPAM Act
• MMA
• CTIA
• CRTC (for sending messages to Canada)

What constitutes consent?

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As required by law, all recipients of Marketing Communication must be clearly and fully notified of (1) the collection of their contact information, (2) the purpose of its collection, and (3) the use of their contact information, and they must give explicit consent prior to receiving your MarketingCommunication. The required record of consent differs depending on the nature of your message. Marketing Communication messages require prior WRITTEN consent. You must obtain consent even if you have had prior business relations with the recipients. Purchasing a product or service from you, participating in an event with you, or "liking" or "following" your business on Facebook or Twitter does not constitute consent to receiving messages from you. If you require confirmations of opt-ins to your service but do not receive a response from a given contact, you do not have sufficient consent and may not send messages to that contact.

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What constitutes prior express written consent?

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‍If you are sending text or voice solicitations, your campaign must meet the "prior express written consent" standard. The revised TCPA rule defines prior express written consent as a signed written agreement that clearly and conspicuously discloses the following to the consumer.

Signing the agreement authorizes the seller to deliver telemarketing messages to a designated phone number by use of an automatic telephone dialing system.

The consumer is not required to sign the agreement or agree to enter into it asa condition of purchasing any property, goods, or services.

As indicated in the ESIGN Act, the required signature may be obtained via email, online form, text message, telephone keypad, or voice recording.

You agree that you will not access or otherwise use any third-party list of email addresses or phone numbers or otherwise engage in unsolicited messaging in connection with our service.

You agree that you will import, add, edit, access and otherwise use in connection with SHOUT's Marketing Communication service only contact information with proof, which you shall retain, of each subscriber's' prior express written consent to receive Marketing Communication from you. SHOUT reserves the right, at its sole and absolute discretion, to deny access to import functions, to impose a stringent qualification process, to require proof of consent or opt-in method, or to require documentation of your or your organization's legal identity.

You agree to represent truthfully your identity, the identity of your organization, your product or service, availability, pricing, benefits, and any other offering aspects to your subscribers in all messages.

You agree to comply with all local, state, and federal regulations as well as general practices governing your content or promotion type.

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Privacy Notice

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This “Privacy Notice” section applies to your interaction with SHOUT and explains what personal information we process, how we process it, and for what purposes.

SHOUT is committed to protecting the privacy of personal information and data we process as a data controller of our customers in the normal course of our business and as a data processor or service provider on your behalf for the benefit of your clients and subscribers. If you are using SHOUT’s services and features on request of a business or organization after opting-in to those features, the requesting business or organization is SHOUT’s client, and we only process your personal information as instructed by our client and in accordance with these Terms ofService. However, if you visit our Website or conduct business transactions directly with SHOUT, we are the controller of your personal information and will process it in accordance with these Terms of Service.

1.    Information SHOUT collects and how we collect the information.

SHOUT may collect information about you when you visit or sign-in to use our Website, conduct business transactions directly with us, or when our clients lawfully share or import your information to our services and platforms after you opt-in to those services and platforms. Shout generally does not, however, collect information that is considered sensitive under data protection laws.

·       Information collected when using the Website. SHOUT may collect the following information, either directly or automatically, about you when you use our Website:identifiers (e.g., name, email address, login credentials, IP address, and other contact information), commercial and financial information voluntarily provided to SHOUT (including payment card information), characteristics and descriptions (e.g., social media type posts, messages, comments, and feedback),and your internet or network activity.

·       Information collected when conducting business with SHOUT directly. SHOUT may collect the following information about you when you conduct business transactions directly with SHOUT, including to order our services or platform features for your clients: identifiers and commercial information (including payment information if you voluntarily provide it).

·       Information collected from our business clients and organizations. SHOUT may collect the following personal information about you when our business clients or their organization lawfully collect and then share the PersonalInformation with us after you opt-in to using our services and features: identifiers(including phone and contact numbers) and commercial information.

2.    Purposes for which SHOUT uses personal information.

SHOUT collects, uses, or processes your information to pursue our legitimate interests, to perform contractual obligations with our clients (and you, if you directly engage with us), and to market and sell our features, services, and platforms, including to: (i)operate, maintain, and provide features of our Website; (ii) perform our contractual obligations with you; (iii) process orders for SHOUT’s features and services; (iv) contact end users, subscribers, and customers to respond to questions or support requests; (v) comply with our legal obligations and prevent illegal activity or fraud on our services and platforms; and (vi) use the information as otherwise described to you in these Terms of Service.

3.    How and with whom we share personal information.

SHOUT DOES NOT RENT OR SELL SUBSCRIBER PHONE NUMBERS uploaded to SHOUT’s systems and services. SHOUT may use aggregate information that does not identify you or our clients, such as survey responses and other statistical information, for any purpose. We may share our client and your personal information with others—such as our subsidiaries or affiliates, contractors, service providers, and other third parties we use to support our products and supporting services—who are bound by contractual obligations (including standard contractual clauses, as appropriate) to keep your personal information secure and to use it only for the purposes for which we disclose it to them. To support our products, services, and business, SHOUT may collect, store, and process your personal information on our premises, data platforms, and private cloud storage solutions in the United States.

SHOUT may also share personal information if we believe in good faith that doing so is required by applicable law or by the request of a court or government agency with jurisdiction over the disclosure request. In the event of a merger, reorganization, or other sale of some or all of SHOUT’s assets, personal information may be considered one of the assets transferred to the new owner or acquiring party. In that context, SHOUT may share personal information with the new owner, potential owners, and the advisers related to the transaction or change of control of SHOUT.

4.    Your rights and your customers’ rights concerning personal information.

Pursuant to applicable data protection laws, you(or your customers, if you are a direct client of SHOUT) may have the right to:

·       request that SHOUT disclose the categories and specific pieces of personal information we have collected and disclosed about you or your customers;

·       know whether we have sold personal information(however, SHOUT does not sell phone numbers uploaded to its system and features);

·       request information about SHOUT’s disclosure of information to third parties and our service providers, including for their direct marketing purposes; and

·       opt-out of SHOUT sharing your personal information with third parties and our service providers, acknowledging that in these circumstances your access (or your customer’s access) to SHOUT’s services and platforms may be limited by opting-out.

You, including your customers, may also have the right to lodge a complaint with a supervisory authority. Depending on where you are located, some of these rights may not apply or may be subject to limitations. For example, we may limit the number of requests you make or charge reasonable fees as legally permitted. YOU AND YOUR CUSTOMERS WILL NOT FACE DISCRIMINATION FOR EXERCISING YOUR RIGHTS WITH RESPECT TO YOUR PERSONAL INFORMATION.

You may also contact SHOUT directly, at the link provided below, to request that SHOUT erase or delete of your information, provide you with access to your information, restrict our processing activities with respect to your information, correct or update your information, deliver to you a copy of your information we have collected (portability), honor your objection to SHOUT’s processing, or honor your request to withdraw your opt-in consent to use the features and services SHOUT provides.

5.    Retention and security measures.

SHOUT retains your information for a reasonable period to fulfill the purposes for which we collected it (as outlined in these Terms of Service). If we no longer reasonably need personal information for such purposes, we will, at our election and in accordance with applicable data protection laws, delete it from our records, anonymize the personal information, or archive the personal information in a manner consistent with industry standards, unless applicable law or legal considerations necessitate a longer retention period. We use technical and organizational measures, such as encryption technologies, to protect personal information against loss, misuse, and unauthorized access, use, or alteration.

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^{Acceptable Use Policy}

SHOUT reserves the right to determine any violation of this Acceptable Use Policy at its sole discretion. SHOUT's services may be used for only lawful purposes. Using the services in an illegal or abusive manner or any other manner that interferes with or diminishes others' use or enjoyment of the services is prohibited.

The following list gives examples of illegal, abusive, interfering, or otherwise illicit use of the services. This list is provided by way of example and shall not be considered exhaustive.

·      Adversely affecting the availability, reliability, or stability of SHOUT's services

·      Launching or facilitating, whether intentionally or unintentionally, a denial-of-service attack on any of SHOUT's services

·      Attempting to bypass, disable, or impair any security measure or otherwise using the services in any manner posing a security or service risk to SHOUT, any SHOUT client, or any of their subscribers

·      Testing or reverse-engineering the services in order to evade filtering capabilities or to find limitations or vulnerabilities

·      Using the services in any manner that may subject SHOUT or any third party to liability, damages, or danger

·      Using the services in any manner that violates any applicable third-party policy or requirement

·      Using the services in any manner that violates the Mobile Marketing Association's guidelines or best practices, carrier guidelines, or any other industry standard

·      Promoting or engaging in any illegal activity, including but not limited to fraud, in any connection with your account

·      Using any property or material trademarked or copyrighted by SHOUT in any manner other than those expressly permitted under these Terms of Use

·      In message transmission or any other manner violating, infringing, or misappropriating the rights of any third party, including but not limited to trademarks, copyrights, and rights of publicity

·      Harvesting or otherwise collecting without consent information including but not limited to email addresses and phone numbers

·      Engaging in spamming or any other activity that violates anti-spamming laws and regulations, including but not limited to the CAN-SPAM Act, the Telephone ConsumerProtection Act, and the Do-Not-Call Act

·      Using the services in connection with any unsolicited or unwanted transmissions (commercial or otherwise), including but not limited to phone call, text message, and voicemail

·      Offering any emergency services ("emergency services" meaning any communications connection to emergency personnel or to public-safety answering points such as 911 andE911)

·      Using your account to mislead others as to the identity of the sender or the origin of a message or phone call by any means including but not limited to a false identity, a misleading email address or phone number, and a forged header

·      Violating or facilitating the violation of any U.S. or foreign law governing the transmission of technical data or software

·      Interfering with or disrupting any network connected to SHOUT services or violating the regulations, policies, or procedures of any such network

·      Using the SHOUT services or any component thereof in a manner not authorized by SHOUT

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SHOUT Payments

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SHOUT partners with Stripe,Inc. (“Stripe”) to provide payment processing services (“SHOUT Payments”) through which you can accept payments for goods or services from your customers.  If you choose to use SHOUT Payments, you will be required to agree to and abide by the terms and conditions set forth in the Stripe Services Agreement, any violation of which may result in the immediate termination of your account.  If you choose to use SHOUT Payments, you will also be required to facilitate payouts by establishing and maintaining a connection between your SHOUT account and a United States bank account in good standing.  The amount paid to you for purchases by your customers will be calculated by totaling the amount paid by your customers and subtracting from that amount the merchant processing fees applicable to your account as well as any applicable sales tax. Payment will be provided you via electronic debit.  Any payment information you submit through SHOUT Payments is collected and used by Stripe in accordance with Stripe’s privacy policies.

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You are solely responsible for, and SHOUT disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of SHOUT Payments, and any obligations you may owe to your customers or users.  Such obligations may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to SHOUT or SHOUT Payments.  You are always financially liable to SHOUT for disputes (including chargebacks), refunds, and any fines that arise from your use of SHOUT Payments.  You are responsible for all actions taken on SHOUT and SHOUT Payments, including the initiation of refunds or changing your depository bank information.  You may refund payments made to you via SHOUT Payments. You are responsible for ensuring that you have a sufficient balance in your connected bank account to cover the amounts that are refunded to your customers.  If you do not have a sufficient balance, SHOUT may suspend your account until the balance is paid and seek to recover the delinquent amounts. You agree to indemnify SHOUT for any losses SHOUT incurs based on your failure to properly describe or deliver goods or services, or comply your legal or contractual obligations your customers.

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You are solely responsible for complying with all applicable laws in the jurisdictions where you do business, including sales tax laws.  You specifically acknowledge and agree that SHOUT has no obligation to calculate, compute, remit, collect, report, or pay any taxes on your behalf, including any sales tax (in any jurisdiction) associated with or arising from any sales made to your customers.  If a taxing authority requires SHOUT to pay any of your taxes, you will promptly reimburse SHOUT for the amounts paid.  You further agree and acknowledge that your customers may be required to pay an amount related to assessed sales, goods and services, use, excise, import, value added, or other taxes or duties not collected by SHOUT or otherwise processed through SHOUT Payments.

Prohibited Activities

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You may not use SHOUT to enable any person (including you) to benefit from or facilitate engagement in any of the following activities, businesses, and/or services (collectively, the“Prohibited Activities”):

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Illegal products and services

• Illegal drugs, substances designed to mimic illegal drugs, and equipment designed for making or using drugs
• Fake references or ID-providing services
• Telecommunications manipulation equipment including jamming devices
• Any business or organization that (a) engages in, encourages, promotes, or celebrates unlawful violence or physical harm to persons or property, or (b) engages in, encourages, promotes, or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
• Any other products or services that are in violation of law in the jurisdictions where your business is located or to which it is targeted

 Products and services that infringe intellectual property rights

• Sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization
• Counterfeit goods; illegally imported or exported products
• Unauthorized sale of brand name or designer products or services
• Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party

Products and services that are unfair, predatory, or deceptive

• Pyramid schemes
• ‘Get rich quick’ schemes including: investment opportunities or other services that promise high rewards to mislead consumers; schemes that claim to offer high rewards for very little effort or up front work; sites that promise fast and easy money; businesses that make outrageous claims, use deceptive testimonials, use high-pressure upselling, and/or use fake testimonials; (with or without a written contract) offering unrealistic incentives/rewards as an inducement to purchase products or services but do not respond to any queries after the purchase
• No value added services including sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value
• Sales of online traffic or engagement
• Negative response marketing and telemarketing
• Predatory mortgage consulting, lending, credit repair and counseling services
• Predatory investment opportunities with no or low money down
• Remote technical support; mugshot publication or pay-to-remove sites; essay mills; chain letters; door-to-door sales
• Any other businesses that SHOUT considers unfair, deceptive, or predatory towards consumers

Adult content and services

• Pornography and other mature audience content (including literature, imagery and othermedia) depicting nudity or explicit sexual acts
• Adult services including prostitution, escorts, pay-per view, sexual massages, andadult live chat features
• Adultvideo stores
• Gentleman's clubs, topless bars, and strip clubs
• Sex toys
• Sexually oriented dating services

Certain legal services

• Law firms collecting funds for purposes other than legal service fee payment
• Bankruptcy attorneys
• Bail bonds

Firearms, explosives and dangerous materials

• Guns, gunpowders, ammunitions, weapons, fireworks and other explosives
• Peptides, research chemicals, and other toxic, flammable and radioactive materials

Gambling

• Games of chance including gambling, internet gambling, sweepstakes and contests, fantasy sports leagues with for a monetary or material prize
• Sports forecasting or odds making with a monetary or material prize
• Lotteries
• Bidding fee auctions

Unregistered charities

Extended Warranties and subscriptions over one year

Marijuana

• Cannabisproducts
• Cannabis dispensaries and related businesses
• Products containing any amount of CBD/THC

Misuse of SHOUT products

• Use of SHOUT or SHOUT Payments with false identity or providing false, inaccurate, or misleading information
• Use of SHOUT Payments principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information)
• Processing where there is no bona fide good or service sold, or donation accepted; cardtesting
• Evasion of card network chargeback monitoring programs
• Cross-border acquiring where the business address of the merchant is outside of the jurisdiction of the acquiring Stripe entity unless permitted under the card network rules
• Sharing cardholder information with another merchant for payment cross-sell products or services

Financial products and services

• Investment and brokerage services
• Lending services
• Buy Now Pay Later services
• Crowdfunding
• Debt collection agencies
• Insurance services including medical benefit packages
• Money transmitters, currency exchange services and other money services businesses
• Neo banks/challenger banks
• Other financial institutions

Government services

• Government grants
• Embassy, foreign consulate, or other foreign governments

Pharmaceuticals and telemedicine

• Online pharmacies
• Prescription-only products including card-not-present pharmaceuticals
• Telemedicine and telehealth services

Tobacco

• Tobacco products including e-cigarettes and e-liquid

Credit card and identity theft protection services

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Other age restricted goods and services

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Travel reservation services and clubs

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Airlines and cruises

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Timeshareservices

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Non-fiat currency and stored value

• Virtual and cryptocurrencies and mining services
• Prepaid phone cards, sim cards, and phone services
• Sale of stored value or credits maintained, accepted and issued by anyone other than the seller
• Sale of in-game currency or game items, unless the merchant is the operator of the virtual world

Shipping

• Shipping brokers
• Forwarding brokers
• Dropshipping

Charity sweepstakes and raffles for the explicit purpose of fundraising

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The types of businesses listed are representative but not exhaustive.  SHOUT may add to or update this list ofRestricted Activities at any time.

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Warranty Disclaimer

SHOUT PROVIDES ITS SERVICE AND ALL RELATED CONTENT ON AN "AS IS" BASIS. SHOUT AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, OR STATUTORY. EXCEPT TO THE EXTENT PROHIBITED BY LAW, SHOUT DISCLAIMS ALL WARRANTIES, INCLUDING AND WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE,TITLE, AND QUIET ENJOYMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

WITH THE EXCEPTION OF TERMS INDICATED IN ANY SEPARATE SERVICE LEVEL AGREEMENT,SHOUT DOES NOT WARRANT THAT ITS SERVICES OR WEBSITE WILL FUNCTION AS DESCRIBED OR WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS ORTHAT ANY STORED DATA WILL BE SECURE OR SAFE FROM LOSS OR DAMAGE. ALTHOUGH SHOUT SHALL NOT BE RESPONSIBLE FOR ANY SERVICE OR WEBSITE INTERRUPTION, SHOUT WILL ATTEMPT TO REROUTE TRAFFIC THROUGH ANOTHER SHARED SHORT CODE IF THE PRIMARY SHORT CODE IS IMPAIRED.

NO VERBAL ADVICE OR WRITTEN INFORMATION GIVEN BY SHOUT, ITS EMPLOYEES,LICENSORS, LICENSEES, AFFILIATES, OR AGENTS OR BY ANY OTHER THIRD PARTY SHALL CREATE ANY WARRANTY. NOR MAY YOU OR YOUR SUBSCRIBERS INTERPRET ANY SUCH INFORMATION OR ADVICE AS SUCH REPRESENTATION.

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Website Disclaimer

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SHOUT, INCLUDING ITS AFFILIATES, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES OR API LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,OR PUNITIVE DAMAGES, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

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Indemnification

You hereby agree to defend, indemnify, and hold harmless SHOUT and its business and technology partners, underlying technology creators, third-party suppliers, operators and providers, licensors, board members, officers, directors, shareholders, employees, distributors, resellers, affiliates, and agents from and against any damages, losses, liabilities, judgments, fines, settlements, and expenses (including, without limitation, costs and reasonable attorneys' fees) in connection with any claim or action arising from any cause such as (i) any act or omission that, if true, would constitute a breach of this agreement, (ii) any privacy or spam policy violation alleged to have been committed through any use of your SHOUT account,(iii) any other use of SHOUT's service in any manner not authorized by theseTerms of Use, in violation of the restrictions herein, or in violation of applicable law, (iv) any action giving rise to any claim, debt, or liability brought or asserted against SHOUT by STRIPE or by any of your customers, and (v) any other reason including but not limited to acts of God, destruction, theft, defects, viruses, communication failure, failure of performance, impairment or loss of data, suspension or termination of service, and unauthorized access toSHOUT’s system, records, data, or settings.

You agree that SHOUT has the right to seek and recover all of its damages caused by you through any use of the service in an unlawful manner, in a manner that violates SHOUT's privacy, acceptable use, import, or anti-spam policies, or in a manner inconsistent with the terms of this agreement. You acknowledge that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance, and consequential damages. You acknowledge and agree that this provision will apply to all services from SHOUT and its affiliates whether or not SHOUT is notified of any possibility of such damages.The terms of this section shall survive the termination of this agreement regardless of the cause or nature of such termination.

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Termination

You may terminate this agreement at any time by submitting a support ticket through SHOUT's user interface. Service may not be cancelled by any other method such as phone, email, or letter.

Lack of activity alone does not automatically terminate your account, and you are responsible for service fees until you expressly cancel your account or until your data has been purged (whichever occurs first). SHOUT may delete any of your archived data after 30 days following the date of termination. If your account has not been cancelled and is classified by SHOUT as inactive for at least 90 days, SHOUT reserves the sole discretion and right to permanently and irrevocably delete all of your account data. In the absence of an explicit cancellation request by support ticket, you agree to pay any and all applicable fees through the date of SHOUT's purging of your data. You understand and agree that SHOUT will make no refund of any fees whether or not the service has been used.

At any time, with or without notice, SHOUT may terminate this agreement or the service or disable your account in whole or in part at SHOUT's sole discretion. SHOUT shall bear no liability to you or any third party because of any such action.

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Acknowledgements

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You hereby acknowledge and agree to the following terms, subject in each case to the terms indicated elsewhere in this agreement.

The service will be subject to monthly or yearly software license fees

Some features may not be permissible under the laws of certain jurisdictions.You agree that you bear sole control and responsibility over compliance with any such laws and assume sole liability for any noncompliance.

SHOUT is not required to provide data outside the system that are already available through the user interface, including but not limited to exported files containing specific messages, subscriber phone numbers, and opt-out lists.

You are not allowed to import or incorporate (into any contact list, message, social campaign) or upload (to SHOUT servers) any of the following information:social security numbers, national insurance numbers, credit card numbers, passwords, security credentials, or sensitive personal or medical information of any kind.

Text-to-win sweepstakes may be approved only by use of a dedicated short code.Shared short codes may not be used for such promotions.

If any provision of this agreement is found to be unenforceable or invalid, such provision shall be limited or annulled to the minimum necessary extent to leave the remainder of this agreement fully enforceable and valid.

You and SHOUT agree that this agreement is a factual and necessary statement of the mutual understanding and working relationship of the parties and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No verbal exception or agreement with any SHOUT representative will be honored. No delay or omission by SHOUT in exercising any right or remedy under this agreement or existing at law or equity shall be considered a waiver of such right or remedy.

No agency, partnership, joint venture, or employment is created as a result of this agreement, and you have no authority of any kind to bind SHOUT in any respect whatsoever.

In any action or proceeding with you to enforce SHOUT's rights under theAgreement, you agree that SHOUT will be entitled to recover its costs and attorneys' fees.

This agreement shall be governed by the laws of the State of Utah, without regard to its choice of law or conflict of laws provisions. Any dispute arising from or related to this Agreement—including any legal claim or cause of action arising from or related to this Agreement—shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”),pursuant to and in accordance with the AAA’s Commercial Rules.  The exclusive venue for any such arbitration shall be Salt Lake City, Utah.  During the pendency of any arbitration initiated pursuant to this provision, each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the arbitration.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of that party’s costs and fees.  In rendering any award, the arbitrator shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Utah.  YOU HEREBY WAIVE, WITH RESPECT TO ANY DISPUTE, THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS ACLASS REPRESENTATIVE OR CLASS MEMBER. The foregoing waiver is referred to herein as the “Class ActionWaiver”.  You agree that no arbitrator shall have authority to conduct any arbitration in violation of the ClassAction Waiver or to issue any relief that applies to any person or entity other than you and SHOUT individually.  You acknowledge that this Class Action Waiver is material and essential to the arbitration of any claims and is non-severable from this dispute-resolution provision.   YOU FURTHER AGREE THAT ANY QUESTIONS REGARDING THE ARBITABLITY OF CLAIMS RELATED TO OR ARISING FROM THIS AGREEMENT OR QUESTIONS REGARDING ENFORCEMENT OR INTERPRETATION OF THE CLASS ACTION WAIVER ARE SUBJECT TO ARBITRATION, AND ALL SUCH QUESTIONS ARE HEREBY EXPRESSLY DELEGATED TO THE ARBITRATOR.

SHOUT reserves the right to refuse, suspend, disable, or terminate any party's service, in whole or in part, at any time, for any reason, and without notice.SHOUT shall bear no liability to you or any third party for any direct, indirect, incidental, special, or consequential damages due to any manner of use or inability to use service elements including but not limited to short codes, mobile keywords, online signup pages, API keys, login access, the control panel, and DSP email servers.

If you have any questions, concerns, or comments about the Terms of Use, you may click here to contact us.

© 2022 Shout. All rights reserved. Last updated February 20, 2022.

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