PrivacyTerms of UseTerms and Conditions

SHOUT RESEARCH™ TERMS OF USE

June 2008

ATTENTION: Please carefully read these Terms of Use which set forth the legally binding terms for use of the Shout Research website (the "Shout Research Website"). These Terms of Use, as well as the Shout Research Corp. ("Shout Research") Privacy Policy, which is incorporated herein by reference, apply to all users of the Shout Research Website.

BY ACCESSING OR USING THE SHOUT RESEARCH WEBSITE, YOU SIGNIFY YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE AS WELL AS THE SHOUT RESEARCH PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE SHOUT RESEARCH WEBSITE. THESE TERMS OF USE CONTAIN CERTAIN INDEMNITIES, LIMITATIONS OF LIABILITY AND DISCLAIMERS.

You may receive a copy of these Terms of Use by emailing Shout Research at contact@shoutresearch.com. In the Subject line please enter "Terms of Use".

• CHANGES. Shout Research may modify these Terms of Use from time to time and such modification shall be effective upon posting by Shout Research on the Shout Research Website. The date on which the latest update was made is indicated at the top of this document. You agree to be bound to any changes to these Terms of Use when you use the Shout Research Website after any such modification is posted. It is therefore important that you review these Terms of Use regularly to ensure you are updated as to any changes.
• SHOUT RESEARCH CONTENT. All content on the Shout Research Website, including without limitation, text, documents, graphics, logos, button icons, images, design elements, products, software, text, audio, music, and all other materials originated or used by Shout Research at the Shout Research Website, are owned by Shout Research or its content licensors and suppliers (the "Content"). The Content is protected by copyright, trademark, patent, trade secret and other Canadian laws and international treaties, and Shout Research owns and retains all rights in the Content. Shout Research is and shall remain the owner of any data (including without limitation, statistics about usage of our websites).
• TRADEMARKS. "LikeVine", "Shout Research" and the LikeVine and Shout Research logos are trademarks of Shout Research and may be registered in certain jurisdictions. Other graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Shout Research. All other trademarks not owned by Shout Research that appear on the Shout Research Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Shout Research. The display of trademarks and trade names on the Shout Research Website does not convey or create any license or other rights in these marks or names. Any use of them is strictly prohibited. All Rights Reserved.
• FEEDBACK. "Feedback" means any suggestions, comments and other forms of feedback from you to Shout Research regarding the Shout Research Website or any other technology, services or products provided by Shout Research. You hereby agree that in the event you submit Feedback to Shout Research, you (a) grant to Shout Research a perpetual, irrevocable, royalty-free, transferable, non-exclusive worldwide license to use, copy, modify, enhance, translate, create derivative works, publicly display, market, sell, sublicense and distribute, directly and indirectly, all such Feedback for any purpose; and (b) irrevocably waive in favor of Shout Research any and all moral rights in and to the Feedback arising under the Copyright Act. Without limiting the generality of the foregoing, Shout Research shall have the right, at its sole discretion, to incorporate such Feedback and/or information into subsequent versions of its websites or within other products or services that Shout Research may develop from time to time for sale, rental, assignment, license or other transfer to third parties without any obligation whatsoever to you. All Feedback will be deemed to have been submitted on a non-confidential basis notwithstanding any markings or representations to the contrary, and Shout Research shall have no obligation to treat any such Feedback as confidential.
• ADDITIONAL TERMS/PRIVACY. Your use of certain resources made available on the Shout Research Website or your participation in certain transactions on the Shout Research Website (such as on-line purchases) may be subject to additional terms and conditions, which Shout Research will make available to you prior to or at the time you access these resources or conduct these transactions. Use of the Shout Research Website and the purchase of any products or services from Shout Research are also governed by the Shout Research Privacy Policy, which is incorporated into these Terms of Use by this reference.
• THIRD-PARTY SITES AND PRODUCTS. Inclusion of any link or reference to a third-party website on the Shout Research Website does not imply approval or endorsement of such website by Shout Research. When you access these third-party sites, you do so at your own risk. Shout Research takes no responsibility and is not liable for the content, products, services or practices (including without limitation, the privacy and data gathering policies) of third-party websites, or for third-party advertisements which are posted on the Shout Research Website, nor does it take any responsibility for the goods or services provided by its advertisers.
• LICENSE AND SITE ACCESS. Shout Research grants you a non-exclusive, limited, non-transferable license to access and make personal use of the Shout Research Website but not to download its Contents (other than page caching). This license does NOT include and expressly prohibits: (i) any resale or commercial use of the Shout Research Website or its Contents; (ii) any collection or use of any product listings, descriptions, or prices; or (iii) any derivative use of the Shout Research Website or its Contents. The Shout Research Website or any portion of the Shout Research Website may not be reproduced, duplicated, copied, sold or otherwise exploited for any commercial purpose. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Shout Research without express prior written consent.
• DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE SHOUT RESEARCH WEBSITE IS PROVIDED BY SHOUT RESEARCH "AS IS" AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE REGARDING THE SHOUT RESEARCH WEBSITE, OR ANY OTHER CONTENT, PRODUCTS OR MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. SHOUT RESEARCH, ITS LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SHOUT RESEARCH DOES NOT WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SHOUT RESEARCH WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT ITS SERVERS, EQUIPMENT OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
• LIMITATION ON LIABILITY. IN NO EVENT SHALL SHOUT RESEARCH, ITS LICENSORS OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICES, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND ARISING FROM USE OF THE SHOUT RESEARCH WEBSITE, INCLUDING BUT NOT LIMTIED TO DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE, LOST OR DAMAGED DATA, LOST COMPUTER TIME, COST OF SUBSTITUTE GOODS OR SERVICE, FAILURE TO REALIZE EXPECTED SAVINGS, ARISING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE, THE CONTENTS, ANY PRODUCTS OR SERVICES, OR DAMAGES ARISING FROM DISCLOSURE BY YOU OF ANY INFORMATION ON THE WEBSITE EVEN IF SHOUT RESEARCH HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
• GOVERNING LAW/DISPUTES. Shout Research is based in Ontario, Canada with principle offices in the Province of Ontario, Canada. If there is any dispute about or involving your use of the Shout Research Website, you agree that the dispute shall be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without regard to conflict law provisions and you agree to exclusive personal jurisdiction and venue in the provincial and federal courts of Canada located in the Province of Ontario, City of Ottawa. Choice of law principles and the United Nations Convention for the International Sale of Goods and any legislation implementing such Convention are hereby expressly excluded. Either Shout Research or you may demand that any dispute between Shout Research and you must be settled by a mutually agreeable arbitrator, provided that the foregoing shall not prevent Shout Research from seeking injunctive relief in a court of competent jurisdiction.
  
  

  We make no representation that the Shout Research Website or Content are appropriate or available for use in other locations. Accessing the Shout Research Website or Content from jurisdictions where they are illegal is prohibited. If you choose to access the Shout Research Website from such a jurisdiction, you do so at your own risk and are solely responsible for compliance with all the laws of your jurisdiction.

  
  

  You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Shout Research Website, the Content and your purchase of any products or services.

• INDEMNITY. You agree to indemnify and hold Shout Research, its subsidiaries and affiliates, and each of their respective officers, agents, directors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising directly or indirectly out of or in connection with your activities in connection with the Shout Research Website or its Content, including without limitation any violation of these Terms of Use or of any law or the rights of any third party.
• OTHER. These Terms of Use are accepted upon your use of the Shout Research Website. These Terms of Use, and the Shout Research Privacy Policy, constitute the entire agreement between you and Shout Research regarding your use of the Shout Research Website and supersedes all prior understandings and agreements between the parties. The failure of Shout Research to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience of reference only and are not to affect the construction or interpretation of these Terms of Use. If any provision of these Terms of Use is deemed to be illegal, invalid or unenforceable, it shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Please contact Shout Research at contact@shoutresearch.com with any questions regarding these Terms of Use.