Terms of Service
This page describes the terms and conditions (the “Terms”) that govern your use of certain digital products (the “Services”) that display notice to these Terms, including Shoutable.app and the Shoutable mobile application (each mobile application an “App”, each website a “Site”), offered by Intersection Design and Technology, Inc. and certain of its affiliates (“Intersection”, “us” or “we”).
1.1 If you do not agree to these terms or any future updated version of them then you must not access and/or use, and must cease all access and/or use of, any of our Services. If any future update to these terms requires any action from you in order to accept the updated terms, then you may not be able to continue to use the Services until you have taken such action.
1.2 These terms represent a legal agreement between you and Intersection Parent. In particular, we want to point out that by accepting these Terms, you agree to arbitrate any disputes between us.
1.3 We reserve the right to update or modify the Terms at any time without prior notice, and such changes will be effective immediately upon being posted through the Service. Your use of the Service following any such change constitutes your agreement to be bound by the modified Terms. These Terms will identify the date of last update. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the Dispute arose.
1.4 Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to the Service, and all such additional documents are incorporated by this reference into, and made a part of, these Terms.
2. LICENSE GRANT.
Subject to your continued compliance with this Agreement, Intersection provides to you a single, revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services during the term of this Agreement on your mobile phone or other mobile computing device (if available), and only for personal or internal business purposes. The content layout, formatting and other features of the Services shall be as specified by Intersection in its sole discretion.
3. RESTRICTIONS ON YOUR USE OF THE SERVICES.
All rights not expressly granted under this Agreement are hereby reserved to Intersection. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by this Agreement. You therefore may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, reverse engineer, decompile, extract source code, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Services, or any portion of the Services, without Intersection’s prior written consent except as expressly and unambiguously authorized herein. Moreover, you may not (a) attempt to gain unauthorized access to any portion or feature of the Services or any other system(s) or network(s) connected to the Services (including, without limitation, any kiosks in the Link network or Intersection’s other participating digital public displays) or to any Intersection server or to any of the services offered on or through the Services by hacking, password “mining,” or any other illegitimate or prohibited means; (b) probe, scan, or test the vulnerability of the Services or any network(s) connected to the Services, nor breach the security or authentication measures on the Services or any network(s) connected to the Services; (d) reverse look-up, trace, or seek to trace any information on any other user of the Services; (e) use any device, software, or routine to interfere with the proper working of the Services or any transaction conducted on the Services, or with any other person’s use of the Services; (f) delete, obscure, or in any manner alter any warning or link that appears in the Services; or (g) use the Services in an unlawful manner, including, without limitation, to post, upload, transmit, or otherwise make available any material which violates, misappropriates, or infringes in any way upon the rights of others, is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, or encourages conduct that would constitute unlawful conduct.
4. USER OBLIGATIONS.
By downloading, accessing, or using the Services, you agree that you will abide by all applicable local, state, and national laws and regulations with respect to your use of the Services and that you are at least 13 years old. You further covenant you will at all times provide true, accurate, current, and complete information (and updates thereto) when submitting information to Intersection through the Services, and agree to provide Intersection reasonable cooperation in connection with operation of or support for the Services.
- You will not create any account for anyone other than yourself.
- Additional notices, terms, and conditions may apply to the use of other Intersection services or Services. Intersection will provide notice of any application notices, terms, and conditions for its services or Services.
You may be required to register to use the Services. Each registration is for a single user only, unless otherwise expressly agreed upon by Intersection. Registration for access to and use of the Services may also require access credentials, such as a user name and a password, or adherence to other particular access requirements as designated by Intersection in its sole discretion from time to time. You are responsible for all actions performed using your account.
Our servers do not receive, process, record, or maintain your payment card information; instead, payment card information is sent to and processed by a third party payment processor. Our payment Processor is Stripe. For more information, please visit their website. Additional terms or conditions may apply at the time of order.
7. MOBILE SERVICES.
The Services offers display functionality and various tools that are available to you via your mobile phone or other mobile computing device (collectively, “Mobile Services“). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services.
8. ADVERTISING IN SHOUTS.
Advertisements for Intersection or third party products and services may be displayed within the frame of the Services, including in Shouts.
9. DATA COLLECTION, COMMUNICATIONS & UPDATES.
You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements. Further, you understand and agree that installation of the Services permits the downloading of updates and upgrades, including for the purpose(s) of fixing product defects, enhancing the weather warning, alerting or other functionality, or providing enhancements. Refusal of an update or upgrade may impact performance of the Services.
The Services may provide access to digital public displays, including the Link network of kiosks, which will display your message in public space, as well as other interactive features and functionality, where you can share and exchange information or content (referenced collectively as “Postings“). You agree that by using the Services you will not upload, post, display, or transmit, including in any Shouts, any of the following:
- statements or messages that defame, harass, abuse, stalk, threaten, intimidate, or in any way violate the rights of others,
- anything that interferes with or disrupts the Services or the operation thereof,
- unauthorized copyrighted materials or any other material that infringe on the intellectual property rights, trade secrets, or privacy of others,
- statements or materials that are bigoted, hateful, or racially offensive,
- statements or materials that promote any activity or product that is illegal under federal, state or local law, or encourages the use or possession of illegal goods or services.
- statements or materials that contain contains any profane or offensive language.
- statements or materials that impersonate any other person or entity, whether actual or fictitious,
- statements or materials that misrepresent your affiliation with any entity and/or Intersection,
- anything that violates the privacy or publicity rights of any other person, including,
- statements or materials that are deceptive or misleading.
12. PERMISSION TO USE POSTINGS.
By submitting any type of a Posting(s) and without limitation of any of Intersection’s rights to any collected data, you automatically and hereby grant a royalty-free, transferable, sublicensable and non-exclusive right and license for Intersection to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on any such Posting, without additional approval, attribution, or consideration, in furtherance of and in connection with the operation of the Services, and you hereby waive any claim to the contrary.
You represent that you have all necessary rights to make a Posting(s), and you also acknowledge that Intersection has no control over the extent to which any idea or information (in a Posting) may be used by any party or person once it’s posted or displayed.
13. CONTENT OF POSTINGS.
We use technology and human efforts to make sure that all Postings are free from offensive content. We reserve the right to reject any Posting that we believe in our sole reasonable discretion, violates these terms.
- We are not responsible for your or another user’s Postings. We encourage all of our users to use reasonable discretion and caution in evaluating or reviewing any Postings. Moreover, Intersection does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to the accuracy, acceptability, completeness, timeliness, or reliability of any Posting displayed, uploaded, or distributed by you or any other user. We reserve the right to monitor, delete, access, read, preserve, disclose or take other action with respect to Postings (or parts thereof) that Intersection reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, (v) protect the rights, property or safety of Intersection, its users, or other members of the public, or (vi) that Intersection believes in good faith violate this Agreement and/or are, or are potentially, unlawful or harmful to Intersection, its services, or goodwill. If you violate this Agreement, Intersection may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety and/or terminate your use of the Services or any portion thereof without warning or refund.
15. PROPRIETARY RIGHTS.
- This Agreement provides only a limited license to access and use the Services in accordance with the terms of this Agreement. Accordingly, you hereby agree that Intersection transfers no ownership or intellectual property interest or title in and to the Services or any other Intersection intellectual property to you or anyone else in connection with your use of the Services.
- All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services are exclusively owned, controlled, and/or licensed by Intersection, Inc. or its licensor(s) or affiliate(s).
- Intersection, Intersection, SHOUT, and SHOUTABLE and all other marks identifying the products or services of Intersection are proprietary trademarks of Intersection, Inc., and any use of such marks, including, without limitation, as domain names, account identifiers, or in connection with any search engine optimization practice(s), without the prior express written permission of Intersection is hereby strictly prohibited.
16. THIRD-PARTY SOFTWARE.
Installation and use of any plug-ins or other third-party software are subject to the terms and conditions of any licenses distributed with or relating to such plug-ins or third-party software.
THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. INTERSECTION HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. INTERSECTION ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR PARTICULAR REQUIREMENTS AND/OR NEEDS. THEREFORE, YOU ASSUME THE ENTIRE RISK REGARDING THE QUALITY AND/OR PERFORMANCE OF THE Services. YOU SPECIFICALLY ACKNOWLEDGE THAT INTERSECTION IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES OVER WHICH IT HAS NO CONTROL.
18. LIMITATION OF LIABILITY.
YOU ALSO EXPRESSLY ABSOLVE AND RELEASE Intersection FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND Intersection’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES OR NATURAL DISASTERS, STRIKES OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. IN PARTICULAR, EXPERIENCE HAS SHOWN THAT THE REServices, TIMELINESS, AND FORMAT IN WHICH LIGHTNING DATA ARE PRESENTED WITHIN VARIOUS DISPLAYS AND PRODUCTS DOES NOT PROVIDE A TOTAL SERVICE WITH REGARD TO ADDRESSING CONCERNS REGARDING THE PRESENCE OF CONVECTIVE ACTIVITY AND/OR LIGHTNING AND THEIR POTENTIAL IMPACT ON THE SAFETY OF PERSONNEL AND/OR SAFEGUARDING OF FACILITIES, WHETHER IT BE OF IMMEDIATE OR SHORT TERM CONCERN. INTERPRETATION AND APPLICATION OF THE DATA, AS WELL AS ANY COMPARATIVE ANALYSIS AND/OR PROGNOSIS OR SIMILAR ACTIVITIES DONE BY ANY USER, ARE DONE SO SOLELY AT THE USER’S RISK AND HAVE NOT DIRECTLY OR INDIRECTLY BEEN IMPLIED, CONDONED OR RECOMMENDED BY INTERSECTION AND/OR ITS DATA SUPPLIERS. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INTERSECTION BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DEALINGS OR AGREEMENTS BETWEEN YOU AND A THIRD PARTY, THE USE OF THE Services, WITH THE DELAY OR INABILITY TO USE THE Services, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF INTERSECTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF INTERSECTION FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SERVICES SHALL NOT EXCEED $500 (US) OR THE AMOUNT PAID BY YOU TO INTERSECTION (FOR USE OF THE SERVICES) DURING THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, WHICHEVER IS GREATER.
19. INJUNCTIVE RELIEF.
You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, violations or infringement of Intersection’s intellectual property or proprietary rights, may cause irreparable injury to Intersection, whereby such injury would not be quantifiable in monetary damages, and Intersection would not have an adequate remedy at law. In the event of such injury or potential for such injury you therefore hereby agree that Intersection shall be entitled, in addition to other available remedies, to an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.
- Agreement to Arbitrate. You and we agree to arbitrate all disputes (except those exceptions specifically set out in the next subsection) between you and us or our affiliates, except disputes related to our intellectual property rights. You and we empower the arbitrator with the exclusive authority to resolve any dispute, including without limitation any part of these Terms are void or voidable.
- Disputes Excluded from Arbitration. You and we agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit your or our right to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; (d) file suit in a court of law to address an intellectual property infringement claim or to compel or uphold any arbitration decision hereunder. In such cases, neither you nor we shall need to follow the informal negotiations procedure and timeline set out in the next subsection.
- Informal Negotiations. To help get you and us to a resolution and to control costs for you and us regarding any Dispute, you and we agree to first attempt to informally discuss and try to negotiate a resolution to any dispute (except disputes specifically set out below) for at least 60 days from when notice of the dispute is sent. Those informal negotiations will commence upon written notice from you to us or us to you. We will send our notice to your registered email address and any billing address that you provided to us. You will send your notice to Intersection, Inc, Attn: Chief Legal Officer, 10 Hudson Yards, New York, NY 10018. After 60 days, you or we may commence arbitration. If the Dispute cannot be resolved within that time period, and if either you or we desire to continue the Dispute, the party desiring to continue the Dispute shall commence arbitration.
- Commencing Arbitration. If you and we do not resolve a dispute by informal negotiation, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU AGREE THAT YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY AND GIVING UP YOUR RIGHT TO A CLASS ACTION. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”). You can find more information at www.adr.org or by calling (800) 778-7879. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
- Fees and Location. If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by us that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve Disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- During the arbitration, the amount of any settlement offer made by you or us may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award (if any). If you win in the arbitration, and are awarded an amount that exceeds the last written settlement amount offered by us, we will pay you the highest of the following: (i) the amount awarded by the arbitrator or (ii) $10,000.
Choice of Forum for Disputes That Are Not Subject to Arbitration. You and we agree that any action at law or in equity arising out of or relating to these Terms that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in the Southern District of New York, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
21. TERM AND TERMINATION.
This Agreement will take effect at the time you download an App, begin using the Service, or first access the related websites, whichever is earliest. You may uninstall or delete any App at any time by utilizing the available uninstall or delete functionality offered by the applicable operating software or mobile device. However, by uninstalling or deleting the App, you will no longer be able to access the App’s functionality or related services and will not be entitled to any refund of any amount paid for a subscription. This Agreement will terminate automatically if (i) you fail to comply with any of its terms and conditions; or (ii) cease all use of the Services. Termination will be effective without notice. In addition, Intersection may in its sole discretion terminate this Agreement upon notice to you for any or no reason. Upon termination of this Agreement, any and all right(s) to use the Services shall immediately cease and you must promptly delete or destroy all copies of the Services in your possession or control.
22. WAIVER & SEVERABILITY.
Intersection’s failure to insist upon strict performance of any of the terms and conditions of this Agreement by you will not operate as a waiver of any subsequent default or failure of performance. If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision(s) that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
23. OTHER TERMS AND CONDITIONS.
Additional notices, terms, and conditions may apply to access to or use of Intersection’s products and services. If there is a conflict between this Agreement and any other notices, terms, or conditions, Intersection shall resolve any conflict in good faith in its sole discretion, but this Agreement shall generally control with respect to accessing and using the Services.
25. TRANSFERRING THESE TERMS.
We may wish to transfer all or a part of our rights or responsibilities under these terms to someone else without obtaining your consent. You agree that we may do so provided that the transfer does not significantly disadvantage you. You may not transfer any of the rights we give you under these terms unless we first agree to this in writing.