PrivacyTerms of UseTerms and Conditions

SHOUT RESEARCH™ SERVICE TERMS AND CONDITIONS (THE 'TERMS')

• USING THE REPORTS. You may download, store, transmit (internally within your business organization), copy and print the reports and email summaries (collectively, the "Reports") in their entirety for your internal business use and not for the purposes of sale or redistribution. You may create summaries of the Reports for internal purposes, provided that you prominently and clearly attribute Shout Research as the source of the information on which such summaries are based and provide the Shout Research telephone and email contact information. You must reproduce in full, and without modification, all copyright or proprietary notices contained on or in the Reports in all copies and summaries. Should you wish to distribute the Reports other than as permitted, you must obtain Shout Research prior written consent.

  
  Telephone and email support are available from 9:00 am to 5:00 pm ET, Monday to Friday (excluding holidays observed by Shout Research).

• OWNERSHIP. Shout Research retains all right title and interest, including without limitation, all copyrights in and to the data, Reports or other information collected or generated in the process of creating and providing the Reports and Services (the "Shout Research Intellectual Property"). You obtain no rights in such Intellectual Property. All correspondence submitted by you, including but not limited to, bug reports, test results, product suggestions and other feedback ("feedback") shall become Shout Research sole and exclusive property immediately upon submission and Shout Research shall be free to use such feedback in any way Shout Research deems fit, without payment or restriction.
• PAYMENT. All payments are to be made in accordance with the Order Letter. Shout Research reserves its right to withhold provision of Reports, Services and/or support if your account is in arrears at any time or you are in material breach of these terms. Late payments will be assessed a 1% finance charge per month (18% per annum) or the highest finance charge permitted by applicable law, whichever is less.
• TERM AND TERMINATION. These terms shall be effective on the date of the first Shout Research invoice and will remain in effect (subject to earlier termination as provided in these terms) for the period indicated on the Order Letter (the "Subscription Period").

  
  These terms, will terminate: (i) immediately, if a party should become subject to bankruptcy proceedings or the equivalent; or (ii) if a party breaches any material term of these terms and fails to cure such breach within thirty (30) days of written notice thereof by the non-breaching party; or (iv) upon ten (10) days prior written notice from Shout Research in the event you are in arrears of any payment obligations hereunder and fail to remit payment within such ten (10) day period. Upon termination or expiration of these terms, all services provided hereunder shall cease immediately, and any outstanding fees shall become immediately due and payable.

  
  Sections 2, 3 and 5 to 9 shall survive any termination or expiration these terms.

• LIMITED WARRANTY. Shout Research represents and warrants that Shout Research has all rights that Shout Research believes are necessary to grant the rights and licenses herein. OTHER THAN AS PROVIDED IN THIS SECTION 5, THE REPORTS, SERVICES AND SUPPORT ARE PROVIDED 'AS IS' AND SHOUT RESEARCH MAKES NO WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, USAGE OR TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SHOUT RESEARCH NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH THE REPORTS OR SERVICES OR ANY OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF THE DELIVERY, INSTALLATION, SUPPORT OR USE OF THE SERVICES, REPORTS OR INFORMATION. SHOUT RESEARCH CANNOT GUARANTEE AND DOES NOT WARRANT THE ACCURACY OF THE REPORTS OR SERVICES DELIVERED TO YOU OR THAT REPORTS OR SERVICES ARE TRANSMITTED TO YOU WITHOUT INTERRUPTION OR DELAY, OR THAT ANY ERRORS IN THE TECHNOLOGY USED TO PROVIDE THE REPORTS OR SERVICES WILL BE DETECTED OR CORRECTED. Further, Shout Research may provide links to third-party sites through the Reports or Services. These links are provided to you for convenience only, and Shout Research does not endorse or assume any responsibility for any content, products, or other services or materials on or available from such sites. In the event your inability to access the Reports or Services is solely as a result of events occurring at Shout Research facilities, Shout Research will use all reasonable efforts to correct such events as soon as is reasonably possible. This shall be our sole obligation and your sole remedy with regard to interruption of the Reports or Services.
• INDEMNIFICATION. You shall indemnify and hold Shout Research harmless from any and all claims by third parties and all judgments, costs, losses and expenses, including reasonable attorney's fees, arising from your use, summarization, reliance upon or dissemination of any Reports or Services, including, without limitation, trade libel and slander.
• LIMITATION OF LIABILITY. IN NO EVENT SHALL SHOUT RESEARCH AND/OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE COSTS OF PROCURING SUBSTITUTE SERVICES OR FOR ANY LOSS OF PROFITS OR DATA, EVEN IF SHOUT RESEARCH OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE. THE SHOUT RESEARCH MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS PAID TO SHOUT RESEARCH BY YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM BY YOU. The limited warranty, exclusive remedies and limited liability set out herein are fundamental elements of the basis of the bargain between us. Shout Research would not be able to provide the Reports or Services on an economic basis without such limitations.
• CONFIDENTIALITY. Each of the parties agrees that the terms and Order Letter are confidential information and shall only be disclosed: (i) to agents, employees or representatives of a party who have a need to know such information, for the purpose of performance under these terms and exercising the rights granted under these terms, or (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of these terms, provided that the disclosing party shall give the other party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
• MISCELLANEOUS. These terms and the Order Letter constitute the entire agreement between us concerning the Reports or Services and supersedes all prior statements, representations, discussions, negotiations and agreements, both oral and written. Any modifications and/or amendments require a mutual written agreement signed by authorized signing officers of both parties. No order, invoice or similar document will affect the Order Letter or these terms even if accepted by the receiving party. If any one or more of these provisions shall be found to be illegal or unenforceable, such term or provision shall be deemed severed and the remaining terms will remain in full force and effect. Neither of the party's rights to enforce provisions of these terms shall be affected by any prior course of dealing, waiver, delay, omission or forbearance.

  
  Unless continuing for a period of ninety (90) consecutive days, no default, delay or failure to perform on the part of either party shall be considered a breach of these terms if such default, delay or failure to perform is shown to be due entirely to an event of force majeure, or to causes beyond the reasonable control of the defaulting party including without limitation, interruptions of the Internet (such as failure of a telecommunication service providers or Internet service provider), always provided that the party so relieved of its obligations shall take reasonable steps to prevent, correct or amend such act or event which renders such obligations impossible.

  
  These terms are not transferable or assignable by you, in whole or in part, whether voluntarily or by merger, consolidation, or sale, or otherwise by operation of law without our prior written consent. Subject to the foregoing, these terms shall be binding upon and inure to the benefit of the parties and their permitted successors, heirs and assigns.

  
  Any notice or other communication shall be given by registered mail or facsimile and shall be deemed to have been given when such notice should have reached the addressee in the ordinary course, provided there is no strike by postal employees in effect or other circumstances delaying mail delivery, in which case notice shall be delivered or given by facsimile. A copy of the notice to Shout Research shall be sent to the Director of Finance at

  
  Shout Research

  362 Terry Fox Drive, Suite 100

  Kanata, ON

  K2K 2P5

  Fax: (613) 599-0922

  
  The parties agree to do all such things and to execute such further documents as may reasonably be required to give full effect to these terms.

  
  These terms and the Order Letter shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. You hereby consent and attorn to the jurisdiction of the courts of such province. If either party employs attorneys to enforce any rights arising out of or relating to these terms, the prevailing party shall be entitled to recover reasonable attorney's fees. Each party waives any right, and agrees not to apply to have any disputes under these terms tried or otherwise determined by a jury, except where required by law. The original of these terms has been written in English and you waive any right it may have under the laws of your territory to have these terms written in any other language. If these terms are translated into a language other than English, the English version and interpretation shall govern and prevail. All communications between the parties hereunder shall be in English.