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FANSHOUT, LLC ‐ TERMS OF SERVICE

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES OFFERED BY FANSHOUT, LLC ("FANSHOUT"), A NEVADA LIMITED LIABILITY COMPANY. THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEB SITE AT FANSHOUT.COM ("THE SITE") AND THE SERVICES, FEATURES, CONTENT AND APPLICATIONS OFFERED BY FANSHOUT WITHIN THE SITE.

ACCEPTANCE OF TERMS.

By visiting the Site or using any FanShout products, software, data feeds, and services provided to you on, from, or through the Site (collectively referred to as the "Service") you signify your agreement to these terms and conditions contained herein, and all other operating rules, policies and procedures that may be published from time to time on the Site by FanShout, each of which is incorporated by reference and each of which may be updated by FanShout from time to time without notice to you in accordance with the terms set out under the "Modification of Terms of Service" section below. The Service, includes all aspects of FanShout, including but not limited to all products, software and services offered via the Site and other applications.

These Terms of Service apply to all users of the Service, including, without limitation, (1) users who are contributors of content, information, and other materials or services on the Site (collectively referred to as "Content") and (2) individual users/customers of the Service and Content. Content includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials that are contributed to the Service.

REGISTRATION AND ELIGIBILITY.

As a condition to using the Service, you are required to register with FanShout and represent, warrant and covenant that you provide FanShout with accurate, truthful and complete information and keep your registration information accurate and up to date. Failure to do so shall constitute a breach of the Terms of Service, which may result in termination of your FanShout account.

You shall not:

(1) Provide any false personal information to FanShout or create an account for anyone other than yourself without such person's permission.

(2) Use the name of another person with the intent to impersonate that person.

(3) Use a FanShout account that is subject to any rights of a person other than you without the appropriate authorization.

(4) Use another user's account without such other user's express permission.

FanShout reserves the right to refuse registration of or cancel an account 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 FanShout account. You will immediately notify FanShout, in writing via e-mail at the following address: abuse@fanshout.com 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 any entity, that you are authorized to enter into, and bind the entity to these Terms of Service and register for the Service. The Service is not available to individuals who are younger than 13 years old, FanShout 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 Service are in compliance with all laws, rules and regulations available to you and the right to access the Service is revoked where these Terms of Service are prohibited and, in such circumstances, you agree not to use or access the Site or Services in any way.

CONTENT.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the Person or Entity who originated such Content. FanShout cannot guarantee the authenticity of any Content or data which users may provide about themselves or the entity. You acknowledge that all Content provided to FanShout or accessed by you using the Service is provided 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 Service, the term "Content" includes, without limitation, any location information, videos, audio clips, comments, information, data, texts, photographs, software, scripts, graphics, and interactive features generated, provided or otherwise made accessible by FanShout on or through the Service. Content added, created, uploaded, submitted, distributed or posted to the Service by users is collectively referred to as, "User Submissions".

YOUR USE OF THE CONTENT.

The Service may contain Content specifically provided to FanShout and such Content may be 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 relating to any Content accessed through the Service.

Subject to these Terms of Service, FanShout grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content solely for personal, non-commercial use. Use, reproduction, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited, without prior written permission from FanShout, 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 USE OR IN ANY WAY THAT VIOLATES ANY THIRD PARTY RIGHT.

You understand that when using the Service, you will be exposed to Content from a variety of sources, and that FanShout is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive any legal or equitable rights or remedies you have or may have against FanShout with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless FanShout, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

USER SUBMISSIONS OF CONTENT.

FanShout may use your User Submissions in a number of different ways in connection with the Site, Service and FanShout's business as FanShout may determine in its sole discretion, including but not limited to, publically displaying it, incorporating it into marketing materials, advertisements and other works, promoting it, distributing it, and allowing other users to do the same in connection with their own web-sites, media platforms and applications ("Third Party Media"). By submitting User Submissions on the Site or otherwise through the Service, you hereby do and shall grant FanShout a worldwide, non-exclusive, royalty-free, full paid, sublicensable and transferrable license to use, copy, reproduce, distribute, display, perform and otherwise fully exploit the User Submission in connection with the Site, the Service and FanShout's business, including without limitation for promoting and redistributing part or all of the Site or the Service in any media formats and through any media channels (including, without limitation, third party web-sites and feeds.) You also hereby do and shall grant each user of the Site and or/service, including Third Party Media, a non-exclusive license to access your User Submissions through the Site and the Service, and to use, reproduce, distribute, display and perform such User Submissions in connection with their use of the Site, Service and Third Party Media.

You represent and warrant that you have all rights to grant such licenses without infringement or violation of any third party rights, including without limitation, any privacy rights, copyrights, contract rights, or any other intellectual property or proprietary rights. The above licenses granted by you for the User Submissions are perpetual and irrevocable.

YOU UNDERSTAND THAT ALL INFORMATION PUBLICALLY OR PRIVATELY TRANSMITTED THROUGH THE SITE IS THE SOLE RESPONSIBILITY OF THE PERSON OR ENTITY FROM WHICH SUCH CONTENT ORIGINATED; THAT FANSHOUT WILL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT; AND THAT FANSHOUT CANNOT GUARANTEE THE IDENTITY OF ANY OTHER USERS WITH WHOM YOU MAY INTERACT IN THE COURSE OF USING THE SERVICE.

RULES AND CONDUCT.

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Service. You are responsible for all 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/User Submission on or through the Service, including without limitation, that:

(1) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

(2) you know is false, misleading, untruthful or inaccurate;

(3) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by FanShout in its sole discretion;

(4) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;

(5) contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of FanShout or any third party;

(6) impersonates any person or entity, including any employee or representative of FanShout;

(7) includes anyone's identification documents or sensitive financial information;

You shall not (directly or indirectly):

(1) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;

(2) bypass any measures FanShout may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);

(3) modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Service or Site Content (other than your User Submissions), except as expressly authorized by FanShout;

(4) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;

(5) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;

FanShout does not guarantee that any Content or User Submissions (as defined above) will be made available on the Site or through the Service. FanShout has no obligation to monitor the Site, Service, Content, or User Submissions. However, FanShout 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 FanShout is concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Service. FanShout also reserves the right to access, read, preserve, and disclose any information as FanShout reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, 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 FanShout, its users and the public.

SPECIAL TERMS FOR MANAGERS.

If you are represented by a manager or agent, and wish the manager or agent to review the User Submission or Content before it is transmitted to FanShout and can be accessed on the Site, you must notify FanShout when registering with the Site. FanShout shall use its best efforts to transmit the User Submission or Content to the agent or manager for their approval. Once FanShout receives approval from the Manager or Agent via the Site, the User Submission or Content will be available to be accessed on the Site.

TERMINATION.

FanShout 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 Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

WARRANTY DISCLAIMER.

Save to the extent required by law, FanShout has no special relationship with or fiduciary duty to you. You acknowledge that FanShout 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 FanShout from all liability for you having acquired or not acquired Content through the Service. FanShout makes no representations concerning any Content contained in or accessed through the Service, and FanShout 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. 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, AND CONTENT 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.

FANSHOUT, AND ITS MEMBERS, 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.

INDEMNIFICATION

ALL LIABILITY OF FANSHOUT, ITS MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SITE, SERVICE, CONTENT, AND USER SUBMISSIONS IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FANSHOUT, NOR ITS MEMBERS, 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 FANSHOUT, ITS MEMBERS, 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, AND USER SUBMISSIONS FOR:

(1) INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES;

(2) LOSS OF ACTUAL OR ANTICIPATED PROFITS;

(3) LOSS OF REVENUE;

(4) LOSS OF GOODWILL;

(5) LOSS OF DATA;

NOTHING IN THESE TERMS OF SERVICE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF SERVICE. 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, FANSHOUT'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

GOVERNING LAW.

A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service 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 FanShout 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.

INTEGRATION AND SEVERABILITY.

These Terms of Service are the entire agreement between you and FanShout with respect to the Service and use of the Site, Service, Content, and User Submissions, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and FanShout with respect to the Site. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service 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 Service to be binding, FanShout must provide you with written notice of such waiver through one of its authorized representatives.

MODIFICATION OF TERMS OF SERVICE

FanShout reserves the right, at its sole discretion, to modify or replace any of these Terms of Service, 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. FanShout 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 Service periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

MISCELLANEOUS.

FanShout shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond FanShout's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with FanShout's prior written consent. FanShout may assign, transfer or delegate any of its rights and obligations hereunder without the consent of any other party. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

Unless otherwise specified in these Term of Service, all notices under these Terms of Service 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.

You agree that: (i) the Service shall be deemed solely based in Nevada, and (ii) the Service shall be deemed a passive web-site that does not give rise to personal jurisdiction over FanShout, either specific or general, in jurisdictions other than Nevada.