END USER LICENSE AGREEMENT

Shout About Us, Inc.

Effective Date: April 16, 2026 | Version: 2.0

Published at: online-review-manager.com/page/orm/agreement

IMPORTANT — PLEASE READ CAREFULLY. This End User License Agreement ("Agreement") is a legally binding agreement between you ("End User") and Shout About Us, Inc. ("SAU"), a Delaware corporation. This Agreement governs your access to and use of the SAU review management platform ("Platform") made available to you through an authorized SAU Reseller. By accessing or using the Platform, you agree to be bound by this Agreement. If you do not agree, do not access or use the Platform.
This Agreement is entered into between Shout About Us, Inc., a Delaware corporation with its principal place of business at 1110 Camino Del Mar, Suite E1, Del Mar, California 92014 ("SAU") and the business entity or individual identified below ("End User").
End User has been granted access to the Platform through a Reseller authorized by SAU under a Master Service Agreement. This Agreement sets forth the terms and conditions under which End User may access and use the Platform. The Reseller remains responsible for its obligations to End User under any separate reseller agreement, and SAU is not a party to any such reseller arrangement.
1. DEFINITIONS
As used in this Agreement, the following terms have the meanings set forth below:

"End User" means the business entity or individual who has been granted access to the Platform through an authorized SAU Reseller, as identified in the Order Form or registration process.

"Platform" means the SAU review management software platform, including the online portal at online-review-manager.com, all associated APIs, tools, features, dashboards, and documentation made available to End User.

"Reseller" means the company or individual that has entered into a Master Service Agreement with SAU and has sublicensed access to the Platform to End User.

"Review Data" means review content, ratings, and associated metadata collected by SAU from Supported Platforms through SAU's proprietary data collection technology on behalf of End User.

"SAU" means Shout About Us, Inc., the owner and operator of the Platform.

"Services" means the review management services provided through the Platform, including review aggregation, monitoring, solicitation, response tools, reporting, and related functionality.

"Supported Platforms" means the online review and business-listing platforms from which SAU collects Review Data or to which SAU publishes responses on behalf of End User, as may be updated from time to time. Current Supported Platforms include Google, Facebook, Yelp, and others as described in the Platform documentation.

2. LICENSE GRANT
Subject to the terms and conditions of this Agreement and payment of applicable fees to Reseller, SAU grants End User a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for End User's internal business purposes of managing End User's own online reviews and business reputation.
This license does not grant End User any ownership rights in or to the Platform or its components. End User may not use the Platform to manage reviews for any business other than End User's own business locations without SAU's prior written consent.
3. SUPPORTED PLATFORM AUTHORIZATION
By accessing and using the Platform, End User expressly authorizes SAU to:
  • access End User's business profiles and review data on Supported Platforms on End User's behalf
  • collect, retrieve, and aggregate Review Data from Supported Platforms for display and analysis within the Platform
  • publish review responses on Supported Platforms on End User's behalf, subject to End User's approval where applicable
  • use APIs, proprietary data collection technology, and other technical means to perform the above functions
End User acknowledges that in order to enable these functions, End User may be required to grant necessary permissions and authorizations to Supported Platforms directly. End User is responsible for ensuring it has the authority to grant SAU access to its business profiles on Supported Platforms.
Platform availability notice. The availability of SAU's data collection and response publishing capabilities on any Supported Platform depends on the ongoing accessibility of that platform. SAU employs proprietary technology to access Supported Platforms but makes no guarantee that such access will be uninterrupted or continuously available. SAU will not be liable for any interruption caused by a Supported Platform restricting, limiting, blocking, or modifying SAU's access.
4. ACCEPTABLE USE
End User agrees to use the Platform only for lawful purposes and in accordance with this Agreement. End User will not:
  • use the Platform to solicit, generate, post, or facilitate the posting of false, misleading, or fabricated reviews
  • use the Platform in any manner that violates the terms of service, guidelines, or policies of any Supported Platform
  • use the Platform to harass, defame, or harm any individual or business
  • attempt to reverse engineer, decompile, disassemble, or otherwise discover the source code of the Platform
  • copy, modify, or create derivative works of the Platform or any component thereof
  • sublicense, resell, or transfer End User's access to the Platform to any third party
  • use automated scripts, bots, or other means to access the Platform in a manner that imposes an unreasonable load on SAU's infrastructure
  • upload or transmit any content that is unlawful, obscene, defamatory, or infringes any third-party intellectual property rights
  • use the Platform in any way that violates applicable law, including data protection laws, consumer protection laws, and review platform regulations
Review Platform Compliance. End User acknowledges that certain review platforms, including Yelp, may discourage or restrict the use of reputation management software. SAU does not monitor the policies of individual review platforms and disclaims any obligation to do so. End User is solely responsible for ensuring its use of the Platform complies with the policies of each Supported Platform and for accepting any penalties imposed by review platforms for non-compliance.
5. END USER DATA AND CONTENT
5.1 End User Content
End User is solely responsible for all content it submits, uploads, or causes to be published through the Platform, including review responses and solicitation messages. End User represents and warrants that it has all necessary rights to submit such content and that such content does not violate any applicable law or the rights of any third party.
5.2 License to End User Content
End User grants SAU a limited, non-exclusive license to use, process, store, and transmit End User's content solely for the purpose of providing the Services to End User. SAU will not use End User's content for any other purpose without End User's consent.
5.3 Data Processing
SAU's collection and use of personal information in connection with the Platform is governed by SAU's Privacy Policy, available at shoutaboutus.com/privacy-policy. End User is responsible for ensuring it has a lawful basis for providing personal information about its customers to SAU through the Platform, and for making appropriate disclosures to its customers about the use of review management services.
5.4 Review Data Ownership
Review content originating from Supported Platforms remains subject to the ownership and terms of the applicable platform and the individual reviewer. End User retains ownership of its business information and original content submitted through the Platform. SAU retains ownership of the Platform, its infrastructure, data models, and derived datasets generated through operation of the Services.
6. COMMUNICATIONS
By using the Platform, End User consents to receiving service-related communications from SAU and Reseller, including account notifications, billing information, product updates, and messages related to End User's review management activity. These communications may be sent by email, SMS, or through the Platform.
End User may opt out of non-essential marketing communications at any time by clicking the unsubscribe link in any email or contacting SAU at support@shoutaboutus.com. End User cannot opt out of essential service communications required for account operation.
If End User elects to receive SMS messages, standard messaging rates may apply. End User may opt out of SMS communications at any time by replying STOP or contacting SAU at support@shoutaboutus.com.
7. FEES AND BILLING
End User's fees for access to the Platform are determined by and payable to Reseller under End User's separate agreement with Reseller. SAU is not a party to the billing relationship between End User and Reseller and is not responsible for any billing disputes between them.
If End User accesses the Platform directly through SAU (not through a Reseller), the following billing terms apply:
  • SAU will invoice End User on the first of each month for the upcoming month's Services, based on the number of Active Locations as of the last day of the prior month
  • new locations added during the prior month will be invoiced on a pro-rated basis on the same invoice
  • payment is due within ten (10) days of invoice date
  • if End User pays by credit card, a processing fee of 2.3% will be added to each payment
  • amounts not paid when due will accrue interest at 1.5% per month or the maximum rate permitted by law
  • no refunds will be issued for unused or partial months
8. INTELLECTUAL PROPERTY
SAU retains all right, title, and interest in and to the Platform, including all software, APIs, technology, data models, aggregation systems, trade secrets, and related intellectual property. Nothing in this Agreement transfers any ownership interest in the Platform to End User.
End User will not remove or alter any proprietary notices, trademarks, or labels appearing on or within the Platform. End User will not represent that it owns or has any ownership interest in the Platform or any component thereof.
Non-Replication. End User agrees not to use any knowledge, information, or access gained through use of the Platform to develop, design, or assist any third party in creating a competing review management or reputation infrastructure solution. End User will not share SAU's response templates, methodologies, processes, or technology with any third party for the purpose of building a competitive solution.
9. SECURITY
End User is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under its account. End User agrees to:
  • use strong, unique passwords for its Platform account
  • not share account credentials with unauthorized individuals
  • notify SAU immediately at support@shoutaboutus.com upon becoming aware of any unauthorized use of its account or any security breach
  • log out of its account at the end of each session
SAU will maintain reasonable security measures to protect the Platform and End User data. However, End User acknowledges that no internet-based system is completely secure and that SAU cannot guarantee absolute security.
10. DISCLAIMER OF WARRANTIES
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SAU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. SAU DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT REVIEW DATA WILL BE ACCURATE, COMPLETE, OR CURRENT.
SAU MAKES NO WARRANTY REGARDING THE POLICIES, ACTIONS, OR CONTINUED AVAILABILITY OF ANY SUPPORTED PLATFORM, AND DISCLAIMS ALL LIABILITY FOR INTERRUPTIONS TO THE SERVICES CAUSED BY THIRD-PARTY PLATFORM RESTRICTIONS OR CHANGES.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAU OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR END USER'S USE OF THE PLATFORM, EVEN IF SAU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SAU'S TOTAL AGGREGATE LIABILITY TO END USER FOR ANY CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY END USER (OR BY RESELLER ON END USER'S BEHALF) TO SAU FOR THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
12. INDEMNIFICATION
End User agrees to defend, indemnify, and hold harmless SAU and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from or related to: (a) End User's use of the Platform in violation of this Agreement or applicable law; (b) content submitted by End User through the Platform; (c) End User's violation of any third-party rights, including Supported Platform terms of service; or (d) End User's violation of any data protection or privacy law in connection with its use of the Platform.
13. TERM AND TERMINATION
13.1 Term
This Agreement begins on the date End User first accesses the Platform and continues until terminated in accordance with this Section.
13.2 Termination by Reseller or SAU
SAU or Reseller may terminate End User's access to the Platform: (a) immediately upon written notice if End User materially breaches this Agreement and fails to cure such breach within ten (10) days of notice; (b) immediately if End User violates Section 4 (Acceptable Use) in a manner that poses a risk to the Platform or other users; (c) upon termination or expiration of the Reseller's agreement with SAU; or (d) upon thirty (30) days written notice for any other reason.
13.3 Termination by End User
End User may terminate this Agreement by discontinuing use of the Platform and providing written notice to Reseller. Termination does not entitle End User to any refund of fees paid to Reseller.
13.4 Effect of Termination
Upon termination: (a) End User's license to access the Platform immediately terminates; (b) End User must immediately cease all use of the Platform; (c) End User may request an export of its Review Data from SAU within thirty (30) days of termination, after which SAU may delete End User's data in accordance with SAU's data retention policies; and (d) provisions of this Agreement that by their nature should survive termination will survive, including Sections 5, 8, 10, 11, 12, and 15.
14. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement will be governed by the laws of the State of California, United States, without regard to its conflict of laws provisions. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state and federal courts located in San Diego County, California, and the parties consent to personal jurisdiction in such courts.
Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute in good faith through direct negotiation for a period of thirty (30) days following written notice of the dispute.
15. GENERAL PROVISIONS
Entire Agreement. This Agreement, together with SAU's Privacy Policy at shoutaboutus.com/privacy-policy, constitutes the entire agreement between End User and SAU regarding End User's use of the Platform and supersedes all prior communications or agreements regarding the same subject matter.
Amendment. SAU may update this Agreement from time to time. SAU will provide at least thirty (30) days notice of material changes by posting the updated Agreement at online-review-manager.com/page/orm/agreement and notifying Reseller. End User's continued use of the Platform after the effective date of any amendment constitutes acceptance of the updated Agreement.
Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Waiver. Failure by SAU to enforce any provision of this Agreement will not constitute a waiver of SAU's right to enforce that provision in the future.
Assignment. End User may not assign or transfer this Agreement or any rights hereunder without SAU's prior written consent. SAU may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Independent Contractors. SAU and End User are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
Contact. Questions about this Agreement may be directed to: support@shoutaboutus.com or Shout About Us, Inc., 1110 Camino Del Mar, Suite E1, Del Mar, California 92014.
ACCEPTANCE AND ACKNOWLEDGMENT
Online acceptance: When End User accesses the Platform through the SAU online portal, this Agreement is presented and accepted electronically as part of the login or registration process. Electronic acceptance has the same legal force as a handwritten signature.
Where End User does not access the Platform through the SAU online portal, or where Reseller requires a signed copy for its records, the parties may execute this Agreement as set forth below:
END USER
Signature:
Print Name:
Title:
Business Name:
Date:
ACKNOWLEDGED BY RESELLER
Signature:
Print Name:
Title:
Business Name:
Date:
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