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Customer Terms and Conditions Agreement

1. When you sign up for the Service and agree to these Terms, the Agreement between you and ShoutOUT is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a ShoutOUT account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first

2. Obligations of ShoutOUT

2.1 ShoutOUT shall make available a Short Message Service(SMS) based solution for the Customer in order to enable the End Users to send and receive information sent by the Customer via SMS for the period stated in this Agreement.

2.2 ShoutOUT shall provide the Customer with the aforementioned Service through an online web interface application administered by ShoutOUT, where the Customer shall be provided with a username and password to have the privilege to access and use the application.

2.3 ShoutOUT shall inform the Customer of any interruption to the Services within the first One hour of commencement of such interruption provided such interruption occurs anytime between 8.30 AM and 5.30 PM(IST) on weekdays; ShoutOUT agrees to take steps to promptly response to the complaints made by the Customer regarding the service and rectify any problems/interruptions to the Said Service forthwith.

2.4 ShoutOUT shall ensure that the said 140-character message sent by the Customer is delivered on the date and time on which it is intended to be sent by the Customer and the message delivered without any alteration, amendment, change, modification, to the.

2.5 ShoutOUT shall indemnify the Customer and keep the Customer indemnified against all direct costs, damages, losses and expenses incurred or suffered by the Customer due to any breach of this Agreement by ShoutOUT.

2.6 ShoutOUT shall warrant, represent and undertake throughout the Agreement period that it shall comply with all laws and regulations applicable to the provisions of the Said Service;

2.7 ShoutOUT shall not use the information disclosed by the Customer for another purposes other than the purposes of this Agreement;

2.8 ShoutOUT shall ensure that the Service is utilized solely for the purposes intended by this Agreement;

2.9 ShoutOUT shall not to misuse the mobile numbers of the End Users entered into the online web interface application administered by ShoutOUT and provided to the Customer;

3. Customer’s Obligations

The Customer shall be committed to use the online web interface application in accordance with the utmost technical specifications which have been provided to the Customer by ShoutOUT and ShoutOUT shall broadcast SMS messages in accordance with the laws of the countries where the messages are sent.

3.1 The Customer commits to abide by the internal technical and administrative processes and procedures of ShoutOUT for the use of the SMS Service on ShoutOUT Labs network which have been made available to the Customer.

3.2 The Customer shall not permit or allow acting or omitting to act in any way, which may injure or damage any person’s property or may cause the Facility or the quality of the SMS Service to be suspended.

3.3 The Customer shall not use or allow its employees to use the online web interface application, or have access to the Services for any improper, immoral, or unlawful purposes.

3.4 The Customer shall not use the online web interface application and the SMS Services for any purpose other than the intended approved use from set out in this Agreement.

3.5 Customer undertakes to obtain and maintain any licenses, or approvals as are required under the applicable laws for carrying out its business and for offering the services at terminated destination.

3.6 Customer undertakes to indemnify ShoutOUT and keep it indemnified against all liabilities, losses, costs damages, expenses, demands, proceedings, claims and actions ShoutOUT may suffer or incur (including all legal and other charges and expenses which may be incurred) of whatever nature and howsoever arising as a result of The Customer failure to obtain or maintain such licenses or approvals pursuant to this clause.

3.7 Customer will be solely responsible for writing and\or generating the SMS content and ShoutOUT shall not be responsible in any way for the SMS content, and the Customer shall indemnify ShoutOUT for any damages\losses may be incurred by ShoutOUT from such content.

3.8 The Customer shall be solely responsible for the preparation of all information and shall be solely liable in respect of the content of the messages, information and the quality of information; the guidelines to be taken into consideration by the Customer, with regards to the contents shall include, but not be limited to the following:

a) Messages and information that communicate words, which promote or incite terrorism, the misuse of weapons, or encourage or incite a person to commit a criminal offence, are not permitted.

b) Messages and information must take into consideration social values and human dignity and not be of a kind that might induce or promote racial or religious disharmony.

c) Messages and information sent as a result of spamming are not permitted.

d) Messages and information must be accurate and shall not be designed to mislead or misrepresent.

e) Messages, information, or programs of an explicitly or implicitly sexual nature are not permitted.

f) Messages, information, or programs must not suggest encourage or incite any person to use harmful substances or engage in dangerous practices.

g) Messages, information, or programs, which may be considered unsuitable for a general audience including children, shall not be permitted.

h) Messages, information, or programs, which involve the collection of personal information, such as names and addresses, must make clear to all End Users the purpose for which the information is required.

i) Messages, information, or programs containing professional services such as financial, legal, medical, or dental services must state within or after the message or program the sources of the information and the professional standing of the service and must comply with the relevant laws and regulations.

j) Messages or programs designed for, either wholly or in part, aimed at an audience of children (persons under the age of 18) must not include, references to sexual practices or inappropriate or offensive Language.

k) Messages, information, or programs, which reflect a particular religious or ethical viewpoint, must not offend the sensibilities of those who hold different beliefs or opinions.

l) Messages, information, or programs for the purpose of fund raising for charity must be in conformity with the relevant laws and regulation in Sri Lanka.

m) Messages must not contain any notifications, advertising, promotional or marketing information of any mobile operator or a competitor of a mobile operator.

4. Payments

4.1 When you sign up for a Monthly Plan, you agree to recurring billing. Billing occurs on the same day each month, based on the date that you started the Monthly Plan. Billing for Monthly Plans may be paused, and you may choose to close your account permanently at any time. You can choose either online payment or bank transfer method in the dashboard.

4.2 You may buy SMS credits to use the Service instead of signing up for a Monthly Plan. This is explained on the pricing page of our Website.

4.3 If you use an Add-on that has a charge, then you’ll be billed that additional amount with each billing cycle for as long as the Add-on is active. Your billing cycle for an Add-on may differ from your billing cycle for your Monthly Plan or other Services.

4.4 We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.

5. Data Privacy, Security and Maintenance

5.1 The Customer is responsible for the safe keeping of the username and password and in the event that the Customer’s password becomes exposed to any unauthorized party, the Customer is responsible to take action to change it immediately using the methods on the site.

5.2 ShoutOUT reserves the right to change the Customer’s password and username provided prior written notice is given to the Customer in the manner set out in this Agreement, along with an explanation as to why the said change is being made, in the event the Customer is proven to be in breach of its obligations set out in this Agreement.

5.3 ShoutOUT shall takes all the appropriate and necessary measures to keep the data it receives in the course of providing the Service in a secure manner.

5.4 ShoutOUT guarantees that any information entered into the online web interface application by the Customer of its End Users shall be secure. The Customer shall be responsible for making sure that appropriate permission has been sought from the End Users for ShoutOUT to collect and process information in relation to the End Users.

5.5 ShoutOUT guarantees that a secure SSL connection sends your messages to our platform.

6. Termination

6.1 ShoutOUT has the right to terminate the SMS Services without notice to the Customer upon the occurrence of the following:

a) ShoutOUT Service has been used for “Spamming”, unauthorized/illegal activities of any kind.

b) Distribution of any kind of SMS prohibited by Telecommunication Regulatory Commission (TRC).

6.2 ShoutOUT shall have the right to suspend the provision of the Service , in the event it is proven that the Customer is in breach of any of its obligations under this Agreement including but not limited to the obligations stated under clause 3 (three) above. ShoutOUT shall reimburse to the Customer the monetary value of the remaining credit amount for the remaining period in such occurrence.

6.3 In the event ShoutOUT is in breach of its obligations and responsibilities set forth in this Agreement, the Customer is entitled to terminate this Agreement without prior notice and recover the balance outstanding payments made to ShoutOUT in addition to the legal recourse available.

7. ShoutOUT will not hold responsible for solution failure /malfunctions due to failures of other mobile operator’s links used by customer with this application.
8. Severability

All the provisions of this Agreement shall be considered as separate terms and conditions and in the event that this Agreement is affected by any legislation or any amendments thereto, or if the provisions herein contained are held to be illegal, invalid, prohibited or unenforceable, any such provisions shall be ineffective only to the extent of the illegality, invalidity, prohibition or unenforceability and all other provisions hereof shall remain in full force and effect as if the illegal, invalid, prohibited or unenforceable provisions were not a part hereof.

9. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, ShoutOUT Labs Pvt Ltd, No 02, 6th Lane. Colombo 03, Sri Lanka.

10. Applicable Law And Dispute Resolution

a) This Agreement shall be governed by and construed in all aspects in accordance with the laws of Sri Lanka.

b) Any doubt, difference, controversy, dispute or claim arising from, out of or in connection with this agreement or on the interpretation thereof or on the rights, duties, obligations or liabilities of any parties thereto or on the operation, breach, termination, invalidity thereof – shall in the first instance attempted to be resolved amicably by a process of mutual negotiation and discussion between the Parties, and if same cannot be resolved amicably within thirty(30) days either Party may require that the dispute be referred for resolution by Arbitration in Sri Lanka.

c) The Arbitration shall be conducted To Arbitration in accordance with the rules of the Arbitration Centre of the Institute for the Development of Commercial Law and Practice, Sri Lanka. The Party seeking to refer such claim, dispute or difference for Arbitration (‘the First Party’) shall appoint an Arbitrator and provide the other party (‘the Other Party’) written notice of same. The Other Party shall, within fourteen days of notice of such appointment, accept the Arbitrator so appointed or appoint a second Arbitrator, and the two Arbitrators shall within one week thereof jointly appoint a third arbitrator who shall be the Chairman of the Panel of Arbitrators who shall proceed to determine the matter/s in dispute. Where the Other Party fails to consent to the Arbitrator or appoint an arbitrator as aforesaid the arbitrator appointed by the First (1st) Party shall proceed to determine the dispute as sole arbitrator. The Arbitration shall be conducted under the provisions of the Arbitration Act No. 11 of 1995 of Sri Lanka. The Arbitration proceedings shall be conducted in the English Language and be held in Colombo, Sri Lanka. The decision of the Arbitrator or Panel of Arbitrators, as the case may be, shall be final and conclusive and binding upon the Parties to the dispute. Each of the Parties shall be entitled to endorse the Arbitral Award and seek enforcement thereof before a Court of Competent Jurisdiction in terms of the Laws of Sri Lanka - to the jurisdiction of which the Parties hereby expressly consent. The cost of arbitration shall be charged in equal proportion to the Parties. The obligations of the Parties under and in terms of this agreement shall continue during the Arbitration proceedings and the obligations of the Parties other than those under dispute shall not be withheld or suspended on account of such proceedings.

11. Amendment And Variation To Agreement

Whenever it becomes necessary, the provisions of this Agreement shall be amended, modified or supplemented by mutual agreement of the Parties. Provided however, that any Terms and Conditions set out in this Agreement shall not be considered as amended, modified or supplemented unless mutually agreed in writing and executed by the duly authorized representative of the Parties.

12. Publicity

Parties shall not be entitled to make, permit or authorize the making of any press release or public statement or disclosure concerning the contents of this Agreement or any of the transactions contemplated in it without the prior written consent of the other Party and such consent will not be unreasonably withheld.

13. Waiver

No exercise or failure to exercise or delay in exercising any right power or remedy vested in either Party under or pursuant to this Agreement shall constitute a waiver by either of that or any other right power or remedy.

14. No Partnership

This Agreement shall not be construed to create any relationship of principal and agent between Parties hereto and neither party shall create any contractual obligation to any third party on behalf of the other.

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