Service Provider’s User Agreement

Updated April 01, 2018

Sound Scout, Inc. allows consumers of Sound Scout (collectively, the “Consumers”) to provide reviews and ratings on a variety of service companies and health related providers (collectively, a “Service Provider”) with whom they have had first-hand experiences. On behalf, and as representative, of a Service Provider (“You” or “Company”), You are permitted to use the website (www.mysoundscout.com) (the “Website”) and the information contained therein subject to the terms and conditions contained in this Service Provider’s User Agreement, which may be modified, amended or replaced by Sound Scout from time to time at Sound Scout’s sole discretion (collectively, the “Agreement”). Such modifications will become effective immediately upon the posting thereof. This Agreement shall also govern other aspects of Your relationship with Sound Scout beyond Your use of the Website, as described herein.

In consideration of Sound Scout granting the Company access to its Website and the information contained therein, and in order to use the Website, You must read and accept all of the Terms and Conditions in, and linked to, this Agreement. It is the Company’s responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

Terms and Conditions

Consumers may submit a review or report and other information (collectively, “Consumer Content”) on any Service Provider with which they have communicated or had another first-hand experience, whether or not work was started, performed, or completed. If the Company disputes any Consumer Content, the Company’s sole course of action with respect to such Consumer Content as it relates to Sound Scout and the Website is to utilize the Services (as defined below) which are available online at the Website.

By agreeing to the Terms and Conditions of this Agreement, the Company is hereby permitted to use the services offered to Service Provider’s including, without limitation, access to ”Business Center”, the ability to review Consumer Content pertaining to the Company, the ability to submit responses to Consumer Content, the ability to update and maintain profile information on the Company, the ability to utilize the dispute resolution process offered through the Website and facilitated by Sound Scout and such other services that Angie’s List may offer to Service Providers from time to time (collectively, the “Services”).

By agreeing to the Terms and Conditions of this Agreement, Sound Scout grants the Company a limited license to access and use the Website and the Services. Notwithstanding the foregoing, the Company acknowledges and agrees that it will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit the Website (or any of the content therein including, without limitation, any Consumer Content or any profiles of Sound Scout members) or Services for any commercial or other purpose, without the express written consent of Sound Scout.

Sound Scout does not endorse and is not responsible or liable for any Consumer Content, SP Content (as defined below), data, advertising, products, goods or services available or unavailable from, or through, Sound Scout. The statements, information and ratings contained in any Consumer Content are solely the opinion of the Consumer submitting such Consumer Content and do not reflect the opinion of Sound Scout or any of its affiliates or subsidiaries or any of their respective owners, managers, officers, employees, agents or representatives.

The Company acknowledges and understands that Sound Scout simply acts as a passive conduit and an interactive computer provider for the publication and distribution of Consumer Content and SP Content. Sound Scout does not have any duty or obligation to investigate the accuracy of Consumer Content or the quality of the work performed by the Company or any other Service Provider which is the subject of any Consumer Content. By using the Services, the Company agrees that it is solely the Company’s responsibility to evaluate the Company’s risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any information, responses, writings or other materials that the Company submits, transmits or otherwise conveys through the Services (collectively, “SP Content”).

Under no circumstances will Sound Scout be liable in any way for any Consumer Content or SP Content including, but not limited to, any Consumer Content or SP Content that contains, errors, omissions or defamatory statements, or for any loss or damage of any kind incurred as a result of the use of any Consumer Content or SP Content submitted, accessed, transmitted or otherwise conveyed via the Services or otherwise.

The Company hereby waives any claims, rights or actions that it may have against Sound Scout or any of its affiliates or subsidiaries with respect to any Consumer Content or SP Content and releases Sound Scout and each of its affiliates and subsidiaries from any and all liability for or relating to Consumer Content or SP Content.

The Company agrees to indemnify and hold Sound Scout and each of its affiliates and subsidiaries and their respective owners, managers, officers, employees, agents or representatives harmless for any damages that may arise, directly or indirectly, from any claim or right it may have against Sound Scout with respect to any statements made by a Consumer or Consumer Content submitted by a Consumer which is communicated, posted or published by Sound Scout on its Website or to a third party.

The Company acknowledges and agrees that the Company can neither require Sound Scout to place the Company on its Website nor remove the Company or any Consumer Content from Sound Scout. The Company further acknowledges and understands that the Company is not a Consumer of Sound Scout, cannot refer to itself as a Consumer of Sound Scout, and is not afforded the same access to the Website as a Consumer nor the benefits afforded to a Consumer.

The Company and its current or former owners, directors, managers, employees, agents and family members are expressly prohibited from purchasing gift memberships to Sound Scout or reimbursing clients or customers for their Sound Scout membership cost. In addition, individuals affiliated with the Company including, without limitation, current or former owners, current or former employees or officers, family members, or current or former partners, investors, managers or directors (collectively, the “Affiliated Persons”) may not submit Consumer Content to Sound Scout on the Company. The Company hereby acknowledges and agrees that to the extent an Affiliated Person has submitted or posted any Consumer Content on the Company or any company or person competitive to the Company, or believes that Consumer Content was posted by an Affiliated Person that Sound Scout may immediately remove such Consumer Content without notice or recourse against Sound Scout.

SP Content shall not contain any unauthorized content which includes but is not limited to:

  1. Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.);
  2. Comments that do not address the Consumer Content or comments with no qualitative value as determined by Sound Scout in its sole discretion;
  3. Content that contains personal attacks or describes physical confrontations and/or sexual harassment;
  4. Messages that are advertising or commercial in nature, or are inappropriate based on the applicable subject matter;
  5. Language that violates the standards of good taste or the standards of the Website, as determined by Sound Scout in its sole discretion;
  6. Content determined by Sound Scout, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;
  7. Language intended to impersonate other users (including names of other individuals) or to be offensive or inappropriate user names or signatures; and/or
  8. Content that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.

The Company acknowledges and agrees that Sound Scout in its sole discretion may remove without notice any SP Content or any portion thereof that Sound Scout believes violates the foregoing.

Sound Scout may suspend, restrict or terminate the Company’s use of the Services or any portion thereof if the Company breaches or fails to comply with any of the Terms and Conditions of this Agreement.

Although Sound Scout does not claim ownership of any SP Content or other communications or materials submitted by or given by the Company to Sound Scout, by providing SP Content for the Website or other mediums, the Company automatically grants, and the Company represents and warrants that the Company has the right to grant, to Sound Scout an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute such SP Consent and to prepare derivative works of, or incorporate into other works, such SP Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Sound Scout with SP Content, the Company automatically grants Sound Scout all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of SP Content on the Website or in any other medium by any other party. No compensation will be paid with respect to Sound Scout use of SP Content. Sound Scout is under no obligation to post or use any of SP Content or maintain SP Content. Sound Scout may remove SP Content at any time in Sound Scout sole discretion.

It is the Company’s sole responsibility to review and monitor any Consumer Content regarding the Company that is posted by Consumers and to submit responses it deems necessary to any Consumer Content. Sound Scout does not have any obligation to provide a notice or update to the Company with respect to any new information or Consumer Content that it learns of or receives about the Company from its Consumers.

The Company has the sole responsibility of updating any and all of its information on the Website including, without limitation, the Company’s description and profile information.

The Company agrees not to use or cause any robot, bot, spider, other automatic device, or computer program routine or manual process to monitor, duplicate, take, obtain, transfer, modify, use, reproduce, aggregate or copy Sound Scout, any Consumer Content, any Consumer profiles, SP Content (including SP profiles) or any other content contained on the Website or any other publication of Sound Scout. You shall not use or cause any device, software, or routine to interfere or attempt to interfere with the proper working of the Website.

The Company hereby represents and warrants to Sound Scout that (a) all information provided to Sound Scout by the Company is true, complete and accurate in all respects, and (b) the Company is authorized to submit information to Sound Scout. Sound Scout is authorized by the Company to rely upon the truthfulness, completeness and accuracy of SP Content in order to serve its Consumers.

The Company acknowledges that the Website utilizes one or more website analytic services, including, without limitation, ClickTale, which may record mouse clicks, mouse movements, scrolling activity and text entered into the Website by users. These services do not collect personally identifiable information that is not voluntarily entered into the Website by the user. Sound Scout uses the information collected by these service providers to improve the usability and other features of the Website. Users may choose to disable the ClickTale service at http://www.clicktale.net/disable.html.

The Company acknowledges that Sound Scout will use the telephone numbers, email addresses and facsimile numbers that are submitted to Sound Scout in connection with registering with Sound Scout to contact the Company with information regarding Sound Scout. Sound Scout agrees not to sell, trade, rent or share such information with any third parties. By providing a wireless phone number to Sound Scout, Company agrees that Sound Scout may call or send text messages to the wireless phone number for any purpose, including marketing purposes, using all methods now known and discovered in the future, including, but not limited to, auto-dialers, pre-recordings, and general telemarketing practices. Company agrees that these calls or text messages may be regarding the products and/or services that Company has previously purchased and products and/or services that Sound Scout may market to me. Company acknowledges that this consent may be removed upon request.

To the extent a third party posts or submits any SP Content or manages the Company’s profile or information on the Website, the Company hereby acknowledges and agrees that the Company shall remain fully responsible for any SP Content or information posted or submitted by such third party.

The Company agrees unless expressly authorized by Sound Scout not to access, copy, duplicate use, reproduce, alter, modify, create derivative works, display, sell, re-sell, advertise or market with or otherwise exploit for any commercial, educational or other purpose any Consumer Content, any Consumer profiles, any SP profiles, or any other content from the Website or Angie’s List, including, without limitation, any reviews or ratings or any other content contained in any Consumer Content.

Sound Scout is the owner and/or authorized user of any trademark and/or service mark, including, without limitation, the name “Sound Scout”, appearing on the Website and is copyright owner or licensee of the content and/or information on the Website. By placing them on the Website, Sound Scout does not grant the Company any license or other authorization to copy or use its trademarks, service marks, copyrighted material, or other intellectual property, except as provided herein.

Angie’s List reserves the right to exercise any rights or remedies which may be available to it against the Company if the Terms and Conditions of this Agreement are violated by the Company. These remedies include, but are not limited to, revocation of (a) Super Service Awards (present & past) and any associated license, (b) advertising privileges, (c) use of the Services, or (d) appearances on the Website and/or any other appearances in any Angie’s List’s publication, and Company agrees that the exercise of one remedy shall not preclude the availability of any other remedy.

The Company understands and agrees that, because damages resulting from Company’s breach of this Agreement are difficult to calculate, if it becomes necessary for Sound Scout to pursue legal action to enforce the Terms and Conditions of this Agreement, the Company will be liable to pay Sound Scout the following amounts as liquidated damages, which the Company accepts as reasonable estimates of Sound Scout damages for the specified breaches of this Agreement:

  1. If the Company posts SP Content in violation of this Agreement, the Company agrees to promptly pay Sound Scout may (but is not required) issue the Company a warning before assessing damages.
  2. If the Company exploits for any purpose (commercial or otherwise) any Consumer Content, profiles of Sound Scout members or any other information contained on the Website including, without limitation, ratings and/or reviews in violation of this Agreement, the Company agrees to pay Ten Thousand Dollars ($10,000) per report, record or review exploited.
  3. If the Company uses or causes any robot, bot, spider, other automatic device or computer program routine or any manual process to monitor, duplicate, take, aggregate, obtain, modify, use, reproduce or copy any Consumer Content, any profiles of Sound Scout members, SP content (including SP profiles) or any other content contained on the Website or in any other publication of Sound Scout, the Company agrees to pay One Hundred Dollars ($100)for each report, record, review or other information that is monitored, duplicated, transferred, taken, obstructed, modified, used, reproduced, aggregated or copied.
  4. Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, the Company agrees to pay the actual damages suffered by Sound Scout to the extent such actual damages can be reasonably calculated.

Notwithstanding any other provision of this Agreement, the Company reserves the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

 

THE COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT ANGIE’S LIST WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ANGIE’S LIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR SP CONTENT; (D) SP CONTENT THE COMPANY MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THIS AGREEMENT; (E) STATEMENTS OR CONDUCT OF ANY CONSUMER OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY ANGIE’S LIST OR THE FAILURE OF ANGIE’S LIST TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; (H) ANY CONSUMER CONTENT POSTED; OR (I) ANY OTHER DEALINGS OR INTERACTIONS THE COMPANY HAS WITH ANY SERVICE PROVIDER (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to the Company.

TO THE EXTENT ANGIE’S LIST IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, ANGIE’S LIST’S LIABILITY FOR DAMAGES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

This Agreement and the relationship between the Company and Sound Scout will be governed by the internal laws of the State of Pennsylvania, notwithstanding the choice of law provisions or conflict of law analysis of the venue where any action is brought, where the violation occurred, where the Company may be located or any other jurisdiction. The Company agrees and consents to the exclusive jurisdiction of the state or federal courts located in Philadelphia, Pennsylvania and waives any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Sound Scout may elect, in its sole discretion, to litigate the action in the county or state where any breach by the Company occurred or where the Company can be found. The Company agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

In the event this Agreement is terminated, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 4-7, 10, 19-26, and 28.

The Company agrees to indemnify and hold Sound Scout and each of its affiliates and subsidiaries and each of their respective owners, officers, agents, managers, partners, employees, agents and representatives harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees (whether incurred in enforcing this Agreement or otherwise), made by any third party due to or arising out of the Company’s use of Sound Scout.

Sound Scout may modify or restate the Terms and Conditions of this Agreement and such modification(s) will be effective immediately upon being posted on the Website. Sound Scout will make note of the date of the last update to the Agreement on the first page of this Agreement. The Company is responsible for reviewing these terms and conditions regularly. The Company’s continued use of the Services after such modifications will be deemed to be the Company’s conclusive acceptance of all modifications to this Agreement.

The Company agrees that Sound Scout shall be entitled to payment from the Company for any and all out-of-pocket costs, including, without limitation, attorneys’ fees, incurred by Sound Scout in connection with enforcing these Terms and Conditions and this Agreement or otherwise.

The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Sound Scout is not responsible for any delays, failures or other damage resulting from such problems.

This Agreement may not be re-sold or assigned by the Company. If the Company assigns, or tries to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Sound Scout rights if Sound Scout fails to enforce any of the terms or conditions of this Agreement against the Company. In the event a court finds a provision in this Agreement to not be valid, the Company and Sound Scout agrees that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between the Company and Sound Scout as a result of this Agreement or use of the Services.

The person agreeing to this Agreement and the Terms and Conditions on behalf of the Company hereby represents and warrants that he/she has the power and authority to bind the Company and that this Agreement and the Terms and Conditions constitutes a valid and binding agreement of the Company.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS

 

Service Provider’s User Agreement

Sound Scout, Inc. allows consumers of Angie’s List (collectively, the “Consumers”) to provide reviews and ratings on a variety of service companies and health related providers (collectively, a “Service Provider”) with whom they have had first-hand experiences. On behalf, and as representative, of a Service Provider (“You” or “Company”), You are permitted to use the website (www.mysoundscout.com) (the “Website”) and the information contained therein subject to the terms and conditions contained in this Service Provider’s User Agreement, which may be modified, amended or replaced by Sound Scout from time to time at Sound Scout sole discretion (collectively, the “Agreement”). Such modifications will become effective immediately upon the posting thereof. This Agreement shall also govern other aspects of Your relationship with Sound Scout beyond Your use of the Website, as described herein.

In consideration of Sound Scout granting the Company access to its Website and the information contained therein, and in order to use the Website, You must read and accept all of the Terms and Conditions in, and linked to, this Agreement. It is the Company’s responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

Terms and Conditions

Consumers may submit a review or report and other information (collectively, “Consumer Content”) on any Service Provider with which they have communicated or had another first-hand experience, whether or not work was started, performed, or completed. If the Company disputes any Consumer Content, the Company’s sole course of action with respect to such Consumer Content as it relates to Sound Scout and the Website is to utilize the Services (as defined below) which are available online at the Website.

By agreeing to the Terms and Conditions of this Agreement, the Company is hereby permitted to use the services offered to Service Provider’s including, without limitation, access to ”Business Center”, the ability to review Consumer Content pertaining to the Company, the ability to submit responses to Consumer Content, the ability to update and maintain profile information on the Company, the ability to utilize the dispute resolution process offered through the Website and facilitated by Sound Scout and such other services that Sound Scout may offer to Service Providers from time to time (collectively, the “Services”).

By agreeing to the Terms and Conditions of this Agreement, Sound Scout grants the Company a limited license to access and use the Website and the Services. Notwithstanding the foregoing, the Company acknowledges and agrees that it will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit the Website (or any of the content therein including, without limitation, any Consumer Content or any profiles of Sound Scout members) or Services for any commercial or other purpose, without the express written consent of Sound Scout.

Sound Scout does not endorse and is not responsible or liable for any Consumer Content, SP Content (as defined below), data, advertising, products, goods or services available or unavailable from, or through, Sound Scout. The statements, information and ratings contained in any Consumer Content are solely the opinion of the Consumer submitting such Consumer Content and do not reflect the opinion of Sound Scout or any of its affiliates or subsidiaries or any of their respective owners, managers, officers, employees, agents or representatives.

The Company acknowledges and understands that Sound Scout simply acts as a passive conduit and an interactive computer provider for the publication and distribution of Consumer Content and SP Content. Sound Scout does not have any duty or obligation to investigate the accuracy of Consumer Content or the quality of the work performed by the Company or any other Service Provider which is the subject of any Consumer Content. By using the Services, the Company agrees that it is solely the Company’s responsibility to evaluate the Company’s risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any information, responses, writings or other materials that the Company submits, transmits or otherwise conveys through the Services (collectively, “SP Content”).

Under no circumstances will Sound Scout be liable in any way for any Consumer Content or SP Content including, but not limited to, any Consumer Content or SP Content that contains, errors, omissions or defamatory statements, or for any loss or damage of any kind incurred as a result of the use of any Consumer Content or SP Content submitted, accessed, transmitted or otherwise conveyed via the Services or otherwise.

The Company hereby waives any claims, rights or actions that it may have against Sound Scout or any of its affiliates or subsidiaries with respect to any Consumer Content or SP Content and releases Sound Scout and each of its affiliates and subsidiaries from any and all liability for or relating to Consumer Content or SP Content.

The Company agrees to indemnify and hold Sound Scout and each of its affiliates and subsidiaries and their respective owners, managers, officers, employees, agents or representatives harmless for any damages that may arise, directly or indirectly, from any claim or right it may have against Sound Scout with respect to any statements made by a Consumer or Consumer Content submitted by a Consumer which is communicated, posted or published by Sound Scout on its Website or to a third party.

The Company acknowledges and agrees that the Company can neither require Sound Scout to place the Company on its Website nor remove the Company or any Consumer Content from Sound Scout. The Company further acknowledges and understands that the Company is not a Consumer of Sound Scout, cannot refer to itself as a Consumer of Sound Scout, and is not afforded the same access to the Website as a Consumer nor the benefits afforded to a Consumer.

The Company and its current or former owners, directors, managers, employees, agents and family members are expressly prohibited from purchasing gift memberships to Sound Scout or reimbursing clients or customers for their Sound Scout membership cost. In addition, individuals affiliated with the Company including, without limitation, current or former owners, current or former employees or officers, family members, or current or former partners, investors, managers or directors (collectively, the “Affiliated Persons”) may not submit Consumer Content to Sound Scout on the Company. The Company hereby acknowledges and agrees that to the extent an Affiliated Person has submitted or posted any Consumer Content on the Company or any company or person competitive to the Company, or believes that Consumer Content was posted by an Affiliated Person that Sound Scout may immediately remove such Consumer Content without notice or recourse against Sound Scout.

SP Content shall not contain any unauthorized content which includes but is not limited to:

  1. Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.);
  2. Comments that do not address the Consumer Content or comments with no qualitative value as determined by Sound Scout in its sole discretion;
  3. Content that contains personal attacks or describes physical confrontations and/or sexual harassment;
  4. Messages that are advertising or commercial in nature, or are inappropriate based on the applicable subject matter;
  5. Language that violates the standards of good taste or the standards of the Website, as determined by Sound Scout in its sole discretion;
  6. Content determined by Sound Scout, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;
  7. Language intended to impersonate other users (including names of other individuals) or to be offensive or inappropriate user names or signatures; and/or
  8. Content that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.

The Company acknowledges and agrees that Sound Scout in its sole discretion may remove without notice any SP Content or any portion thereof that Sound Scout believes violates the foregoing.

Sound Scout may suspend, restrict or terminate the Company’s use of the Services or any portion thereof if the Company breaches or fails to comply with any of the Terms and Conditions of this Agreement.

Although Sound Scout does not claim ownership of any SP Content or other communications or materials submitted by or given by the Company to Sound Scout, by providing SP Content for the Website or other mediums, the Company automatically grants, and the Company represents and warrants that the Company has the right to grant, to Sound Scout an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute such SP Consent and to prepare derivative works of, or incorporate into other works, such SP Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Sound Scout with SP Content, the Company automatically grants Sound Scout all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of SP Content on the Website or in any other medium by any other party. No compensation will be paid with respect to Sound Scout use of SP Content. Sound Scout is under no obligation to post or use any of SP Content or maintain SP Content. Angie’s List may remove SP Content at any time in Sound Scout sole discretion.

It is the Company’s sole responsibility to review and monitor any Consumer Content regarding the Company that is posted by Consumers and to submit responses it deems necessary to any Consumer Content. Sound Scout does not have any obligation to provide a notice or update to the Company with respect to any new information or Consumer Content that it learns of or receives about the Company from its Consumers.

The Company has the sole responsibility of updating any and all of its information on the Website including, without limitation, the Company’s description and profile information.

The Company agrees not to use or cause any robot, bot, spider, other automatic device, or computer program routine or manual process to monitor, duplicate, take, obtain, transfer, modify, use, reproduce, aggregate or copy Sound Scout, any Consumer Content, any Consumer profiles, SP Content (including SP profiles) or any other content contained on the Website or any other publication of Sound Scout. You shall not use or cause any device, software, or routine to interfere or attempt to interfere with the proper working of the Website.

The Company hereby represents and warrants to Sound Scout that (a) all information provided to Sound Scout by the Company is true, complete and accurate in all respects, and (b) the Company is authorized to submit information to Sound Scout. Sound Scout is authorized by the Company to rely upon the truthfulness, completeness and accuracy of SP Content in order to serve its Consumers.

The Company acknowledges that the Website utilizes one or more website analytic services, including, without limitation, ClickTale, which may record mouse clicks, mouse movements, scrolling activity and text entered into the Website by users. These services do not collect personally identifiable information that is not voluntarily entered into the Website by the user. Sound Scout uses the information collected by these service providers to improve the usability and other features of the Website. Users may choose to disable the ClickTale service at http://www.clicktale.net/disable.html.

The Company acknowledges that Sound Scout will use the telephone numbers, email addresses and facsimile numbers that are submitted to Sound Scout in connection with registering with Angie’s List to contact the Company with information regarding Sound Scout. Sound Scout agrees not to sell, trade, rent or share such information with any third parties. By providing a wireless phone number to Sound Scout, Company agrees that Sound Scout may call or send text messages to the wireless phone number for any purpose, including marketing purposes, using all methods now known and discovered in the future, including, but not limited to, auto-dialers, pre-recordings, and general telemarketing practices. Company agrees that these calls or text messages may be regarding the products and/or services that Company has previously purchased and products and/or services that Sound Scout may market to me. Company acknowledges that this consent may be removed upon request.

To the extent a third party posts or submits any SP Content or manages the Company’s profile or information on the Website, the Company hereby acknowledges and agrees that the Company shall remain fully responsible for any SP Content or information posted or submitted by such third party.

The Company agrees unless expressly authorized by Sound Scout not to access, copy, duplicate use, reproduce, alter, modify, create derivative works, display, sell, re-sell, advertise or market with or otherwise exploit for any commercial, educational or other purpose any Consumer Content, any Consumer profiles, any SP profiles, or any other content from the Website or Angie’s List, including, without limitation, any reviews or ratings or any other content contained in any Consumer Content.

Sound Scout is the owner and/or authorized user of any trademark and/or service mark, including, without limitation, the name “Sound Scout”, appearing on the Website and is copyright owner or licensee of the content and/or information on the Website. By placing them on the Website, Sound Scout does not grant the Company any license or other authorization to copy or use its trademarks, service marks, copyrighted material, or other intellectual property, except as provided herein.

Sound Scout reserves the right to exercise any rights or remedies which may be available to it against the Company if the Terms and Conditions of this Agreement are violated by the Company. These remedies include, but are not limited to, revocation of (a) Super Service Awards (present & past) and any associated license, (b) advertising privileges, (c) use of the Services, or (d) appearances on the Website and/or any other appearances in any Sound Scout’s publication, and Company agrees that the exercise of one remedy shall not preclude the availability of any other remedy.

The Company understands and agrees that, because damages resulting from Company’s breach of this Agreement are difficult to calculate, if it becomes necessary for Sound Scout to pursue legal action to enforce the Terms and Conditions of this Agreement, the Company will be liable to pay Sound Scout the following amounts as liquidated damages, which the Company accepts as reasonable estimates of Sound Scout’s damages for the specified breaches of this Agreement:

  1. If the Company posts SP Content in violation of this Agreement, the Company agrees to promptly pay Sound Scout One Thousand Dollars ($1,000) for each item of SP Content posted in violation of this Agreement. Sound Scout may (but is not required) issue the Company a warning before assessing damages.
  2. If the Company exploits for any purpose (commercial or otherwise) any Consumer Content, profiles of Sound Scout members or any other information contained on the Website including, without limitation, ratings and/or reviews in violation of this Agreement, the Company agrees to pay Ten Thousand Dollars ($10,000) per report, record or review exploited.
  3. If the Company uses or causes any robot, bot, spider, other automatic device or computer program routine or any manual process to monitor, duplicate, take, aggregate, obtain, modify, use, reproduce or copy any Consumer Content, any profiles of Angie’s List members, SP content (including SP profiles) or any other content contained on the Website or in any other publication of Sound Scout, the Company agrees to pay One Hundred Dollars ($100)for each report, record, review or other information that is monitored, duplicated, transferred, taken, obstructed, modified, used, reproduced, aggregated or copied.
  4. Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, the Company agrees to pay the actual damages suffered by Angie’s List to the extent such actual damages can be reasonably calculated.

Notwithstanding any other provision of this Agreement, the Company reserves the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

 

THE COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT SOUND SCOUT WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ANGIE’S LIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR SP CONTENT; (D) SP CONTENT THE COMPANY MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THIS AGREEMENT; (E) STATEMENTS OR CONDUCT OF ANY CONSUMER OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY ANGIE’S LIST OR THE FAILURE OF ANGIE’S LIST TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; (H) ANY CONSUMER CONTENT POSTED; OR (I) ANY OTHER DEALINGS OR INTERACTIONS THE COMPANY HAS WITH ANY SERVICE PROVIDER (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to the Company.

TO THE EXTENT SOUND SCOUT IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, ANGIE’S LIST’S LIABILITY FOR DAMAGES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

This Agreement and the relationship between the Company and Sound Scout will be governed by the internal laws of the State of Pennsylvania, notwithstanding the choice of law provisions or conflict of law analysis of the venue where any action is brought, where the violation occurred, where the Company may be located or any other jurisdiction. The Company agrees and consents to the exclusive jurisdiction of the state or federal courts located in Philadelphia, Pennsylvania and waives any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Sound Scout may elect, in its sole discretion, to litigate the action in the county or state where any breach by the Company occurred or where the Company can be found. The Company agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

In the event this Agreement is terminated, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 4-7, 10, 19-26, and 28.

The Company agrees to indemnify and hold Sound Scout and each of its affiliates and subsidiaries and each of their respective owners, officers, agents, managers, partners, employees, agents and representatives harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees (whether incurred in enforcing this Agreement or otherwise), made by any third party due to or arising out of the Company’s use of Sound Scout.

Angie’s List may modify or restate the Terms and Conditions of this Agreement and such modification(s) will be effective immediately upon being posted on the Website. Angie’s List will make note of the date of the last update to the Agreement on the first page of this Agreement. The Company is responsible for reviewing these terms and conditions regularly. The Company’s continued use of the Services after such modifications will be deemed to be the Company’s conclusive acceptance of all modifications to this Agreement.

The Company agrees that Sound Scout shall be entitled to payment from the Company for any and all out-of-pocket costs, including, without limitation, attorneys’ fees, incurred by Sound Scout in connection with enforcing these Terms and Conditions and this Agreement or otherwise.

The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Sound Scout is not responsible for any delays, failures or other damage resulting from such problems.

This Agreement may not be re-sold or assigned by the Company. If the Company assigns, or tries to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Sound Scout’s rights if Sound Scout fails to enforce any of the terms or conditions of this Agreement against the Company. In the event a court finds a provision in this Agreement to not be valid, the Company and Sound Scout agrees that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between the Company and Sound Scout as a result of this Agreement or use of the Services.

The person agreeing to this Agreement and the Terms and Conditions on behalf of the Company hereby represents and warrants that he/she has the power and authority to bind the Company and that this Agreement and the Terms and Conditions constitutes a valid and binding agreement of the Company.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

 

Sound Scouts Terms of Use

Last Updated: April 24, 2018

Sound Scout, Inc. (“Sound Scout”) helps consumers research, hire, rate, and review a variety of musicians, music stores, music schools and venues (collectively, “Service Providers”). The following Terms of Use outline your obligations when using the Sound Scout websites, mobile applications, and services.

ACCEPTANCE OF TERMS

Sound Scout Internet site available at www.thesoundscout.com, the Sound Scout mobile application, all related sites and mobile applications, and the various content, features, and services offered on and in connection with these sites and applications, including the Sound Scout magazine (collectively, the “Sites and Services”) are owned and operated by Sound Scout and can only be accessed and used by you under the Terms of Use described below (“Terms of Use”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, OR USING ANY OF THE SITES AND SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS AND USE THE SITES AND SERVICES.

MODIFICATIONS OF TERMS OF USE

Sound Scout may, in its sole discretion, modify these Terms of Use at any time effective upon posting the modified Terms of Use on and in connection with the Sites and Services, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Sites and Services to obtain timely notice of such changes. If you do not agree to the amended terms, you agree to immediately stop using the Sites and Services and to provide Sound Scout notice to remove you from any distribution lists or other communication list that are available to you through your use of the Sites and Services. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE.

USE OF THE SITE AND SERVICES

Subject to full compliance with these Terms of Use, Sound Scout grants authorized users a nonexclusive, nontransferable, nonsublicensable, terminable license to access and use the Sites and Services for your personal use. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Sites or Services or any of their content for any purpose except for your personal use and as described in these Terms of Use, without the express written consent of Sound Scout. Sound Scout may modify, update, suspend or discontinue the Sites and Services, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. Sound Scout shall not be liable to any user or other third party for any such modification, update, suspension or discontinuance.

USER CONDUCT

As a condition of your access and use of the Sites and Services and your submission or access to any ratings, reviews, communications, information, data, text, photographs, audio clips, audiovisual works, or other materials on the Sites and Services (collectively, the “Content”), you agree not to use the Sites and Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Sound Scout. By way of example, and not as a limitation, you agree not to:

  1. violate these Terms of Use, other applicable agreement with Sound Scout, and any applicable local, state, national or international law, and any rules and regulations having the force of law;
  2. use the Sites and Services in any manner that violates any relevant law or that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any Content that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
  3. use the Sites and Services or its Content for any purposes not authorized by these Terms of Use, including commercial, political, or religious purposes, including the submission or transmission of any Content that contains advertisements, promotional materials, junk mail, or any other form of solicitation;
  4. reproduce, duplicate, copy, modify, sell, re-sell or exploit any Content or the Sites and Services for any commercial, educational, or any other non-personal purpose or any for any purpose unrelated to your personal purchasing decisions, without the express written consent of Sound Scout, which consent may be withheld by Sound Scout in our sole discretion;
  5. post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Sites and Services or any activities conducted on the Sites and Services;
  6. harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Sound Scout, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
  7. knowingly provide or submit false or misleading information;
  8. use the Sites and Services if you are under the age of eighteen (18);
  9. take any action that would undermine the review and rating process under the Sites and Services;
  10. attempt to gain unauthorized access to the Sites and Services, other user accounts, or other computer systems or networks connected to the Sites and Services;
  11. use the Sites and Services in any way that could interfere with the rights of Sound Scout or the rights of other users of the Sites and Services;
  12. attempt to gain unauthorized access to any portion or feature of the Sites and Services, or any other systems or networks connected to the Sites and Services or to any server used by Sound Scout by hacking, password ‘mining’ or any other illegitimate or unauthorized means, including attempting to obtain password, account, or any other personal or private information from any other Sites and Services user;
  13. sell, share, or otherwise transfer your account username, password, other information, or your rights or obligations under these Terms of Use;
  14. transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Sites and Services;
  15. access, download, monitor, or copy any information contained on our Sites and Services through artificial means (including but not limited to use any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’ or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Sites and Services or any content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Sites and Services; or
  16. probe, scan or test the vulnerability of the Sites and Services or any network connected to the Sites and Services, nor breach the security or authentication measures on or of the Sites and Services or any network connected to the Sites and Services. You may not reverse look-up, trace or seek to trace any information on any other user of the Sites and Services, or any other customer of Angie’s List, including any Sound Scout account not owned by you, to its source, or exploit the Sites and Services or any service or information made available or offered by or through the Sites and Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by Sound Scout and provided for by the Sites and Services.

SOUND SCOUT’S SERVICES

When using, accessing, or purchasing particular services or features of the Sites and Services, you shall be subject to any posted agreements, guidelines, or rules applicable to such services or features that may be posted from time to time. All such agreements, guidelines, or rules are hereby incorporated by reference into the Terms of Use.’’’’’’’

REGISTRATION INFORMATION

We may require that you create an account to use or access certain parts of the Sites and Services and use certain products and features. We may require that you provide login information such as a username and password to access and utilize your account. As a condition of your use of the Sites and Service, you agree to (a) provide Sound Scout with true, accurate, current and complete information as prompted by the Sound Scout’s registration forms, when registering for or using the Sites and Services and (b) update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your username and password. While there are limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts.

Submitting CONTENT

As a condition of submitting any Content or other materials to the Sites or Services, you agree that:

  1. you grant to Sound Scout a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, incorporate such Content into other works;
  2. you grant to Sound Scout all rights necessary to publish or refrain from publishing your name and address in connection with your Content; sublicense through multiple tiers the Content, and acknowledge that this license cannot be terminated by you once your Content is submitted to the Sites and Services;
  3. you grant to Sound Scout all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your Content by any other party;
  4. your name and report information may be made available to the public and to the Service Providers on which you report;
  5. you represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, Sound Scout, and others as described and otherwise contemplated in these Terms of Use;
  6. you represent and warrant that each person identified, depicted, or shown in in your Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the Content consistent with these Terms of Use;
  7. you are solely responsible for your reviews and ratings;
  8. Sound Scout may, in its sole discretion, choose to remove or not to remove reviews and ratings once published;
  9. you will not submit any reviews that may be considered by Sound Scout to be infringing, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violates any relevant law or right of any other party, or racially, ethnically or otherwise objectionable;
  10. all of your reviews and ratings will either be based upon (i) your actual first-hand experiences with the Service Providers you are reviewing or (ii) as provided below, an individual and that individual’s actual first-hand experience with a health care or wellness provider whereby you have the legal authority to disclose such health information and experience of such individual;
  11. all of your reviews and ratings of the Service Providers that you are rating will be accurate, honest, truthful, and complete in all respects;
  12. you do not work for, own any interest in or serve on the board of directors of, any of the Service Providers for which you submit reviews and ratings; you are not in any way related (by blood, adoption or marriage, if the Service Provider is an individual) to any of the Service Providers for which you submit reviews or ratings;
  13. you have not received any form of compensation to post reviews and ratings;
  14. you will submit thorough and thoughtful reviews of the Service Providers you review (for example, submitting a review describing a service contractor as “He/She is great.” Without additional commentary is not a thorough and thoughtful review);
  15. you will not submit reviews that comment on other users or the reviews of other users;
  16. you will not submit reviews with hyperlinks; or
  17. the reviews and ratings that you provide do not reflect the views of Sound Scout, its officers, managers, owners, employees, agents, designees or other users.

PUBLICATION AND DISTRIBUTION OF CONTENT

Sound Scout does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that Sound Scout simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Service Providers in response to Content (“Service Provider Content”). You understand that all Content and Service Provider Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that Sound Scout does not control, and is not responsible for Content or Service Provider Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content and Service Provider Content.

You further acknowledge that Sound Scout has no obligation to screen, preview, monitor or approve any Content or Service Provider Content, or Content posted or submitted by any other Sound Scout member or any Service Provider. However, Sound Scout reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will Sound Scout be liable in any way for any Content or Service Provider Content, including, but not limited to, any Content or Service Provider Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against Sound Scout relating to Content or Service Provider Content, and release Sound Scout from any and all liability for or relating to any Content or Service Provider Content.

You may, however, report Content that you believe violates these Terms of Use or is otherwise unlawful by sending an email to info@thesoundscout.com (for copyright complaints, please see below). Please note that you may be liable for damages (including costs and attorneys’ fees) for unlawful misrepresentations. If you are uncertain whether an activity is unlawful, we recommend seeking advice of an attorney.

You agree that Sound Scout may establish general practices, policies and limits, which may or may not be published, concerning the use of the Sites and Services, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access the Sites and Services in a given period of time. You agree that Sound Scout has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Sites and Services. You agree that Sound Scout has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

SERVICE PROVIDERS

Sound Scout does not endorse and is not responsible or liable for any Content, data, advertising, products, goods or services available or unavailable from, or through, any third party or Service Provider (which includes, but is not limited to, health care and wellness providers). You agree that should you use or rely on such Content, data, advertisement, products, goods or services, available or unavailable from, or through any third party or Service Provider (which includes, but is not limited to, health care and wellness providers), Sound Scout is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Service Provider (which includes, but is not limited to, health care and wellness providers), and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Service Provider (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve Sound Scout. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers (which includes, but is not limited to, health care and wellness providers).

Third parties and Service Providers may link or otherwise direct Internet users to our Sites and Services for the purpose of utilizing one or more of the services we provide on behalf of others. Additionally, we may provide links or otherwise direct you to third party or Service Provider websites. Sound Scout does not control or operate any such third party or Service Provider websites. Any information you provide to these third party or Service Provider websites while on these third party or Service Provider websites is subject to the respective policies of those third parties or Service Providers, and not Sound Scout’s policies. It is your responsibility to review such third party or Service Provider policies, including any relevant privacy policies. You agree that Sound Scout will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided on or through these outside websites or for your use or inability to use such websites. Sound Scout does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any third party or Service Provider sites. You use these third party or Service Provider websites at your own risk.

You agree that Sound Scout is not responsible for the accessibility or unavailability of any Service Provider (which includes, but is not limited to, health care and wellness providers) or for your interactions and dealings with them, waive the right to bring or assert any claim against Sound Scout relating to any interactions or dealings with any Service Provider (which includes, but is not limited to, health care and wellness providers), and release Sound Scout from any and all liability for or relating to any interactions or dealings with Service Providers (which includes, but is not limited to, health care and wellness providers).

Without limiting the foregoing, your correspondence or business dealings with, consumption of products or services of, or participation in promotions of, third parties or Service Providers found on or through the use of the Sites and Services, including payment for and delivery or fulfillment of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that Sound Scout shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or Service Providers on the Sound Scout Sites and Services.

HEALTH RELATED PROVIDERS

The Sites and Services and its Content are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Sites and Services.

If you think you may have a medical emergency, call your doctor or 911 immediately. Sound Scout does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Sites and Services. Sound Scout is not a health or wellness provider and cannot recommend or refer you to any health or wellness provider. Reliance on any information provided by Sound Scout, its employees and others appearing on the Sites and Services at the invitation of Sound Scout, or other visitors to the Sites and Services is solely at your own risk.

The Sites and Services may contain health-related materials that are sexually explicit. If you find these materials offensive, should not use the Sites and Services. You should be aware that if you post any health-related information about yourself or anyone else on the Sites and Services, you do so at your own risk. If you post health information about services rendered to another individual, you represent that you have the legal authority to receive health information about that individual from that individual’s health care providers and that you have the legal authority to further disclose such health information. If you post health-related information, you will be placing it into the public domain which may violate federal or state laws that protect the privacy of health information. You also acknowledge that the health care or wellness provider about whom you submit Content may submit Content that contain your private or confidential health information in response to Content you submit. Sound Scout is not liable for any such Content. Angie’s List cannot be expected to keep you health information confidential if you post it to the Sites or Services or otherwise make it available to others.

Termination of Access

Sound Scout may terminate your privilege to use or access the Sites and Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Sites and Services and agree not access or make use of, or attempt to use, the Sites and Services. Furthermore, you acknowledge that Sound Scout reserves the right to take action — technical, legal or otherwise — to block, nullify or deny your ability to access the Sites and Services. You understand that Sound Scout may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to Sound Scout.

All provisions of these Terms of Use which by their nature should survive termination shall survive the termination of your access to the Sites and Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

TRADEMARKS AND COPYRIGHTS

Sound Scout, and other Sites and Services graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of Sound Scout in the U.S. and/or other countries. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion.

You should assume all Content and material made available on the Sites and Services is protect by copyright law. Aside from user-submitted Content, all other materials and other information on the Sites and Services, including, but not limited to, all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of Sound Scout and/or its licensors and are protected by all United States and international copyright laws.

DELAYS AND ACCESSIBILITY

The Sites and Services may be subject to limitations, delays, failure, and other problems inherent in the use of the Internet and electronic communications. Sound Scout is not responsible for any delays, failures or other damage resulting from such problems.

USER FEEDBACK

Sound Scout appreciates hearing from you, as well as our other users, and welcomes your comments regarding our Sites and Services. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value your feedback on our Sites and Services, please be specific in your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions”), such Submissions will be the property of Sound Scout. In addition, none of the Submissions will be subject to any obligations of confidentiality and Sound Scout will not be liable for any future use or disclosure of such Submissions.

Warranties and Disclaimers

You acknowledge that Sound Scout has no control over, and no duty to take any action regarding: which users gain access to or use the Sites and Services; what effects the content on or in connection with the Sites and Services may have on you; how you may interpret or use the content on or in connection with the Sites and Services; or what actions you may take as a result of having been exposed to the content on or in connection with the Sites and Services. You release Sound Scout from all liability for you having acquired or not acquired content or information through the Sites and Services. The Sites and Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Sound Scout makes no representations concerning any content contained in or accessed through the Sites and Services, and Sound Scout will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites and Services. Sound Scout makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein.

YOU ACCESS AND USE THE SITES AND SERVICES AT YOUR OWN RISK. THE SITES AND SERVICES ARE PROVIDED ON AN ‘AS IS, AS AVAILABLE’ BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER SOUND SCOUT NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE SITES AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF ANGIE’S LIST, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTUOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE SITES AND SERVICES. IN NO EVENT WILL ANGIE’S LIST OR ANY OF ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL ANGIE’S LIST OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITES AND SERVICES.

ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANGIE’S LIST OR THROUGH OR FROM THE SITES AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, ANGIE’S LIST DOES NOT REPRESENT OR WARRANT THAT (I) THE SITES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES AND/OR SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ANGIE’S LIST’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

SOUND SCOUT SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND ANGIE’S LIST HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

Sound Scout has no control over and no duty to take any action regarding: other users’ behavior; what effects Content may have on you; how you may interpret or use Content; or what actions you may take as a result of having been exposed to Content. You release Sound Scout from all liability for you having acquired or not acquired Content through the Sites and Services. Sound Scout makes no representations concerning any Content, including the accuracy thereof, contained in or accessed through the Sites and Services, and Sound Scout will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites and Services.

The Sites and Services may display links to other Internet sites or resources. Because Sound Scout has no control over such sites and resources, you acknowledge and agree that Sound Scout is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.

You further acknowledge and agree that Sound Scout shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Indemnity

You agree to indemnify, defend and hold harmless Sound Scout, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of these Terms of Use by you; (b) the inaccurate or untruthful Content or other information provided by you to Sound Scout or that you submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. Sound Scout will have sole control of the defense of any such damage or claim.

Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SOUND SCOUT WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF SOUND SCOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY ANGIE’S LIST OR THE FAILURE OF ANGIE’S LIST TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.

You understand and agree that Your unlimited access to the Content on the Website or in the Magazine represents a substantial portion of the value You receive from Your Sound Scout’s Membership Fee. THEREFORE, TO THE EXTENT ANGIE’S LIST IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, ANGIE’S LIST’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF YOUR MEMBERSHIP FEE (I.E., THE AMOUNT OF YOUR ANNUAL MEMBERSHIP FEE DIVIDED BY TWELVE).

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SOUND SCOUT CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO SOUND SCOUT THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR SOUND SCOUT, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF ANGIE’S LIST TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY SOUND SCOUT. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF SOUND SCOUT TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY SOUND SCOUT. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT SOUND SCOUT SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.

BREACH OF TERMS OF USE AND LIQUIDATED DAMAGES

You understand that the content in each report or record on Sound Scout has significant value to Sound Scout and that the damage caused to Sound Scout for any violation of these Terms of Use pertaining to a report or record will be difficult to accurately estimate. Thus you shall be liable to pay us the following amounts as liquidated damages, and you agree that the liquidated damages are a reasonable estimate of Sound Scout’s damages for the specified breaches of these Terms of Use:

  1. If you post Content in violation of these Terms of Use, you agree to promptly pay Sound Scout One Thousand Dollars ($1,000) for each item of Content posted in violation of these Terms of Use. We may (but shall not be required to) to issue you a warning before assessing damages.
  2. If you display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any Content in violation of these Terms of Use, you agree to pay One Hundred Dollars ($100) for each record or report that you displayed, copied, duplicated, reproduced, sold, re-sold or exploited for any purpose.
  3. If you use computer programming routines that are intended to aggregate records or reports from the Sites and Services or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden the Sites and Services, you agree to pay One Hundred Dollars ($100) for each report or record that is aggregated, disrupted, damaged or otherwise affected by you.
  4. Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, you agree to pay the actual damages suffered by Sound Scout, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms of Use, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms of Use, or any combination thereof.

ENTIRE AGREEMENT

These Terms of Use and other agreements, rules, and policies incorporated by reference to these Terms including, without limitation, the Privacy Policy, constitutes the entire agreement between you and Sound Scout. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Sound Scout regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties, including but not limited to, Service Providers and others. You represent and warrant that those third party agreements do not interfere with your obligations and duties to Angie’s List under these Terms of Use.

GOVERNING LAW

These Terms of Use and the relationship between You and Sound Scout will be governed by the laws of the State of Pennsylvania, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where You may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Philadelphia, Pennsylvania and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Sound Scout may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to Your use of the Site or Service or these Terms of Use shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.’’

MISCELLANEOUS

If you breach any term of these Terms of Use or other agreement with Sound Scout, Sound Scout may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Sound Scout’s remedies are cumulative and not exclusive. Failure of Sound Scout to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by you except with Sound Scout prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent. Users of this Sites and Services are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and Sound Scout as a result of these Terms of Use or use of the Sites and Services. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of these Terms of Use.

Contacting Us

If you have any comments or questions regarding these Terms, or wish to report any violation of these Terms of Service, please contact us at info@mysoundscout.com. We will address any issue to the best of our abilities.