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Terms of Service

 

Last updated: September 1st, 2023

 

Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the https://www.joinshowup.io/ website and the ShowUp App mobile application (the "Service") operated by ShowUp App, LLC ("us", "we", or "our").

 

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING THE SHOWUP PLATFORM OR ANY OF THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE 13 YEARS OR OLDER, THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SHOWUP PLATFORM OR THE SERVICES.

 

PLEASE NOTE THAT THIS AGREEMENT requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

 

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

 

  1. Notice Regarding Future Changes of Terms:

 

We may make changes to the Terms at any time. Any changes we make will be effective immediately when we post a revised version of the Terms on the Site. The "Last Updated” date above will tell you when the Terms were last revised. By continuing to use the Service after that date, you agree to the changes.

 

To the extent that these Terms differ from a prior version of the Terms which you previously agreed to, this version of the Terms supersedes and governs.

 

  1. COVID-19 Warning

 

An inherent risk of exposure to COVID-19 exists in any place where people gather. COVID-19 is an extremely contagious disease that can lead to severe illness and death. You assume all risks, hazards, and dangers arising from or relating in any way to the risk of contracting a communicable disease or illness—including, without limitation, exposure to COVID-19 or any other bacteria, virus, or other pathogen capable of causing a communicable disease or illness, whether that exposure occurs before, during, or after the event, and regardless of how caused or contracted—and you hereby waive any and all claims and potential claims against ShowUp and the Event Organizer

 

  1. Accounts

 

To use the ShowUp Platform and the Services, as either a Customer or Guest, you will first need to create a ShowUp account (“Account”). When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Account and for keeping your Account password secure. You may change your password at any time by updating your Account profile within the ShowUp Platform. In addition, you agree to immediately notify ShowUp of any unauthorized use of your password or Account or any other security breach ShowUp will not be liable for any loss or damage arising from or related to your failure to comply with the provisions of this Agreement or to secure your Account and password, including, but not limited to, selecting a password that is easily compromised. You are not allowed to use another user’s Account. Unless previously notified otherwise, we have the right to assume that anyone visiting our Site or the App or using the ShowUp Platform or the Services with a correct Account and password combination is the authorized user of that Account.

 

By creating an Account with ShowUp, you represent that you are of legal age and capacity to enter into a binding contract and you are not barred by any Laws from using the Services. You agree to provide true, accurate, current, and complete information about yourself in all required fields of the Account registration form. If any of your information changes, you agree to update your Account information as soon as possible. If we have reason to suspect that your registration information is not complete, current, or accurate, or that you have otherwise violated this Agreement, your Account will be subject to suspension or termination, in our sole discretion, and you may be barred from using the Services.

 

 

  1. Fees; Payment Terms.

    1. Platform Usage and Purpose

      1. ShowUp provides the Platform for Organizers to sell tickets to events you organize. The Platform facilitates the sale and distribution of event tickets to potential attendees ("Ticket Purchasers").

      2. You understand that ShowUp's role is solely that of a technology platform to facilitate the sale of event tickets. We are not responsible for the content, quality, or conduct of the events themselves.

    2. Payments and Refunds

      1. ShowUp is not responsible for refunds, disputes, or any payment-related aspects of transactions between you and Ticket Purchasers.

      2. Fees for using the ShowUp Platform are agreed upon individually between event organizers and ShowUp. These fees cover your use of the Platform and related services.

      3. Event orgnaizers are responsible for establishing refund policies and managing refund requests from Ticket Purchasers. ShowUp has no involvement in or control over these refund processes.

      4. ShowUp shall not be held liable for financial disputes or disagreements between event organizers and Ticket Purchasers. Any disputes arising from payments, refunds, or transactions are to be resolved solely between event organizers and the Ticket Purchaser.

    3. Financial Responsibility

      1. Event organizers agree to manage any refunds, cancellations, or adjustments directly with Ticket Purchasers. ShowUp is not responsible for any financial obligations arising from these transactions.

      2. ShowUp will not be involved in returning funds to event organizers or Ticket Purchasers under any circumstances.

 

  1. License Grant.

 

ShowUp may make certain components of the ShowUp Platform available for download through third-party app stores or other channels. Subject to your compliance with the terms and conditions of this Agreement, ShowUp grants you a limited, revocable, nonexclusive, non-sublicensable, non-transferable, license to access and use the object code versions of such components solely for the purpose of using the Services. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying.

 

The limited license granted herein does not extend to any collection, aggregation, copying, duplication, display or derivative use of the ShowUp Platform or the Services, or any use of data mining or similar data gathering and extraction tools for any purpose unless expressly permitted by ShowUp.

ShowUp shall use commercially reasonable efforts to provide the Services, for remote electronic access and use by you approximately 24 hours per day, seven days per week, every day of the year, except for:

  • Scheduled downtime.

  • Service downtime or degradation due to a Force Majeure event.

  • Any other circumstances beyond ShowUp’s reasonable control, including communication interruptions, your use of Third-Party Materials, misuse of the ShowUp Platform, or use of the ShowUp Platform other than in compliance with the express terms of this Agreement.

  • Any suspension or termination of your access to or use of the ShowUp Platform as permitted by this Agreement.

 

  1. Service and System Control.

 

​Except as otherwise expressly provided in this Agreement, as between the Parties:

  • ShowUp has and will retain sole control over the ownership, operation, provision, maintenance and management of the ShowUp Platform and the Services including the: (i) ShowUp Systems; (ii) selection, deployment, modification and replacement of the ShowUp Platform; and (iii) performance of any maintenance, upgrades, corrections and repairs.

  • You have and will retain sole control over the ownership, operation, maintenance and management of, and all access to and use of, your network, hardware and information technology infrastructure (collectively, “Your Systems”), and sole responsibility for all access to and use of the Services by any person by or through Your Systems or any other means controlled by you.

 

  1.  Modification of the ShowUp Platform and the Services.

 

ShowUp reserves the right, in its sole discretion, to make any changes to the ShowUp Platform or the Services that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of ShowUp’s services to its customers, (ii) the competitive strength of or market for ShowUp’s services or (iii) the cost efficiency or performance of the ShowUp Platform or the Services; (b) to comply with applicable Law, or (c) make other changes to the ShowUp Platform or the Services as it deems necessary or appropriate from time to time. You agree that ShowUp will not be liable for any modification, suspension or discontinuance of the ShowUp Platform, or of any Service, content, feature or product offered through the ShowUp Platform. Your continued use of the ShowUp Platform and the Services after those changes will indicate your acceptance of the changes.

 

  1.  Reservation of Rights.

Except for the limited use of the ShowUp Platform and Services as provided in this Agreement, nothing in this Agreement grants any right, title or interest in or to you (including any license under) of any Intellectual Property Rights in or relating to the ShowUp Platform, the Services, or Third-Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the ShowUp Platform, the Services, and any other ShowUp Properties and the Third-Party Materials are and will remain with ShowUp and the respective rights holders in the Third-Party Materials.

  1.  User Data; Storage; Security.

The ShowUp Platform enables you to upload, share, and store information, documents, and other materials within your account or accounts (collectively, “User Data”). You retain ownership of your User Data. You grant ShowUp a royalty free, worldwide, non-exclusive, transferable license to access, use, process, copy, distribute, perform, export and display your User Data as necessary: (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Privacy Policy; and (d) as expressly permitted by you in writing or affirmatively within the ShowUp Platform. You represent and warrant that you have secured all rights in and to the User Data from your Guests as may be necessary to grant this license.

 

ShowUp will use commercially reasonable efforts to employ security measures in accordance with ShowUp’s privacy policy as amended from time to time, as available on ShowUp’s website at https://joinshowup.io/privacy-policy (the “Privacy Policy”). You acknowledge that those security measures may be vulnerable to unauthorized access or use notwithstanding ShowUp’s efforts. In consideration of our provision of the ShowUp Platform and the Services, you accept the full risk of any security failures. ShowUp will use commercially reasonable methods to notify you in the event we become aware of any unauthorized access to your User Data. ShowUp will back up your communications and conversations within the ShowUp Platform, but not your files, on a daily basis while your Account is active. Once your Account is no longer active, those daily backups immediately will discontinue. We may maintain historical daily backups for 90 calendar days, but are not obligated to do so.

 

 

  1. Code of Conduct

You agree that you will comply with all applicable laws, rules and regulations, and that you will not:

  • Restrict or inhibit any other person from using the Site.

  • Use the Site for any unlawful purpose.

  • Express or imply that any statements you make are endorsed by us, without our prior written consent.

  • Impersonate any person or entity, whether actual or fictitious, including any employee or representative of our company.

  • Submit (a) any content or information that is unlawful, fraudulent, libelous, defamatory, or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any non-public information about companies without authorization; or (c) any advertisements, solicitations, chain letters, pyramid schemes, surveys, contests, investment opportunities, or other unsolicited commercial communication.

  • Submit, or provide links to, any postings containing material that could be considered harmful, obscene, pornographic, sexually explicit, indecent, lewd, violent, abusive, profane, insulting, threatening, harassing, hateful, or otherwise objectionable, including any posting that includes the image or likeness of individuals under 18 years of age, encourages or otherwise depicts or glamorizes drug use (including alcohol and cigarettes), characterizes violence as acceptable, glamorous, or desirable, or contains any personal contact information or other personal information identifying any third party.

  • Submit, or provide links to, any postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability.

  • Engage in spamming or flooding.

  • Harvest or collect information about Site users.

  • Order, or attempt to order, a number of tickets for an event that exceeds the stated limit for that event.

  • Use any password or code to participate in a presale or other offer on the Site if you did not receive the password or code from us, or if you violate the terms of the presale or offer.

 

  1. User Contributions, Feedback and Other Submissions.

By submitting, uploading, publicly disclosing, posting, or transmitting any files, information, content, messages, feedback, or other data for public disclosure or engaging in any other form of communication to or with the ShowUp Platform (“User Contributions”), you warrant and represent that you are the owner of the User Contributions or that you have all the rights necessary to submit, disclose, post, upload, transmit and otherwise use any of the User Contributions for your intended purpose. You also understand and acknowledge that you are responsible for any User Contributions you submit and you, not ShowUp, have full responsibility for that content, including its legality, reliability, accuracy, and appropriateness. We are not responsible, or liable, to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the ShowUp Platform.

 

By publicly posting User Contributions within the ShowUp Platform, you grant, and you represent and warrant that you have the right to grant, to ShowUp an irrevocable, perpetual, fully-paid, worldwide non-exclusive license to use, copy, perform, display and distribute any User Contributions and to prepare derivative works of, or incorporate into other works, the User Contributions, and to grant and authorize sublicenses of the foregoing.

We have the right, but not the obligation, to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that the User Contribution violates this Agreement, including the Content Standards in Section 10, infringes any Intellectual Property Right or other right of any person or entity, threatens the personal safety of users of the ShowUp Platform or the public or could create liability for ShowUp.

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the ShowUp Platform.

 

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the ShowUp Platform. YOU WAIVE AND HOLD HARMLESS SHOWUP AND ITS AFFILIATES (DEFINED BELOW) FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SHOWUP AND ITS AFFILIATES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SHOWUP AND ITS AFFILIATES OR LAW ENFORCEMENT AUTHORITIES.

 

However, we do not review and have no duty to review User Contributions before it is posted within the ShowUp Platform, and cannot ensure removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section, notwithstanding any notice to us of potential violations or material harm. We shall also not be liable if any protective or remedial measures we implement are not sufficient to remedy the harm.

 

  1. Content Standards.

These Content Standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable Laws. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

  • Infringe any patent, trademark, trade secret, copyright or other Intellectual Property Rights or other rights of any other person.

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable Laws or that otherwise may be in conflict with this Agreement, including our Privacy Policy.

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote or assist any unlawful act.

  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.

  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

  • Give the impression that they emanate from or are endorsed by ShowUp or any other person or entity, if this is not the case.

 

  1. Privacy.

 

Your privacy is important to ShowUp. Our Privacy Policy describes how we collect, use, and protect the information we collect from you. By using the ShowUp Platform and the Services, you consent to all actions taken by us with respect to information we collect from you in compliance with the Privacy Policy, which is incorporated into this Agreement by this reference and available through the ShowUp Platform.

 

  1. Links to Third-Party Sites and Resources.

For your convenience, the ShowUp Platform may contain links to other websites and resources provided by third parties. These links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those websites and accept no responsibility for them or for any loss or damage that may arise from your use of those sites or their content. If you decide to access any of the third-party websites linked to the ShowUp Platform, you do so entirely at your own risk and subject to the terms and conditions of use for those websites. We have not reviewed the contents of those websites and providing links to any websites is not and should not be deemed an endorsement of those websites by us.

 

  1. Content and Services Provided by Third Parties.

 

The ShowUp Platform may contain content supplied by parties other than ShowUp. Any opinions, advice, judgments, statements or other information or content expressed or made available by third parties are those of the respective author(s) and not of ShowUp. ShowUp and its Affiliates make no guarantees to the accuracy, completeness or usefulness of any content, nor its merchantability or fitness for a particular purpose.

 

  1. Parental Controls

 

We cannot prohibit minors from visiting our Site and must rely on parents and guardians to decide what materials are appropriate for children to view and purchase. There are parental control protections (such as computer hardware, software, or filtering services) available that may assist you in limiting access to material that is harmful to minors.

 

  1. Intellectual Property Rights.

All materials, including images, illustrations, designs, icons, photographs, text, software, graphics, videos, music and sounds that are part of the ShowUp Platform and our Services are protected by U.S. and state copyright laws, international treaties and other intellectual property laws. All copyrighted or trademarked material or other intellectual property used by us in connection with the ShowUp Platform and our Services are owned by us or others who have given us permission to use their protected intellectual property.

 

All right, title and interest in and to the ShowUp Platform, the Services, the ShowUp Properties, and Third-Party Materials, including all Intellectual Property Rights therein, are and will remain, respectively, with ShowUp and the respective rights holders in the Third-Party Materials. You have no right or license with respect to the ShowUp Platform, the ShowUp Properties, or Third-Party Materials except as expressly authorized under this Agreement.

 

All other rights are expressly reserved by ShowUp and the respective third-party licensors. You hereby unconditionally and irrevocably assign to ShowUp your entire right, title and interest in and to any Intellectual Property Rights that you may acquire in or relating to any of the ShowUp Platform and the ShowUp Properties (including any rights in derivative works, improvements, modifications, or other changes relating thereto), whether acquired by operation of law, contract, assignment or otherwise. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to ShowUp an assignment of all right, title and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. ShowUp may access your Account and User Data to prepare Resultant Data.

 

You hereby grant to ShowUp a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the ShowUp Platform and Services any suggestions, enhancement requests, recommendations or other feedback provided by you.

 

If you believe any of the content on the ShowUp Platform infringes the Intellectual Property Rights of another, you may send us a notice of alleged infringement that complies with the Digital Millennium Copyright Act. Please see our DMCA Notice for more information.

 

  1. Disclaimer of Warranties.

You acknowledge and agree that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. ShowUp does not guarantee the ShowUp Platform or the Services will be uninterrupted, timely, secure, or error-free or that content loss will not occur. You understand that ShowUp cannot and does not guarantee or warrant uninterrupted services or that files available for downloading from the Internet, wireless networks, the ShowUp Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the ShowUp Platform for any reconstruction of any lost data. SHOWUP WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY DENIAL-OF-SERVICE ATTACKS, VIRUSES OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR SYSTEMS, COMPUTER PROGRAMS, USER DATA OR OTHER PROPRIETARY MATERIAL WHETHER DUE TO YOUR USE OF THE SHOWUP PLATFORM, ANY SERVICES OR OTHERWISE OR ITEMS OBTAINED THROUGH THE SHOWUP PLATFORM, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SHOWUP PLATFORM, OR ON ANY WEBSITE LINKED TO THE SHOWUP PLATFORM.

 

YOUR USE OF THE SHOWUP PLATFORM AND ANY SERVICES IS AT YOUR OWN RISK. THE SHOWUP PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SHOWUP, NOR ANY PARENT, SUBSIDIARY, NOR OTHER AFFILIATE OF SHOWUP, NOR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “AFFILIATES”), MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SHOWUP PLATFORM OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SHOWUP NOR ITS AFFILIATES REPRESENT OR WARRANT THAT THE SHOWUP PLATFORM OR THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SHOWUP PLATFORM OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SHOWUP PLATFORM OR ANY SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

SHOWUP AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

  1. Limitation on Liability.

IN NO EVENT WILL SHOWUP OR ITS AFFILIATES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SHOWUP PLATFORM OR ANY SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY A DATA BREACH, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF YOUR ACCOUNT OR USER DATA, TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT SHALL SHOWUP’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES PAID BY YOU TO SHOWUP PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

 

  1. Indemnification.

You agree to defend, indemnify, and hold harmless ShowUp and its Affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement, your use of the ShowUp Platform or the Services, including, but not limited to, User Data, your User Contributions, any use of the ShowUp Platform’s content, services and products other than as expressly authorized in this Agreement or your use or misuse of any information obtained through the ShowUp Platform.

 

  1. Dispute Resolution by Binding Arbitration; Governing Law and Jurisdiction.

PLEASE READ THIS BINDING ARBITRATION REQUIREMENT CAREFULLY. IT AFFECTS YOUR RIGHTS. ARBITRATION IS LESS FORMAL THAN A LAWSUIT IN COURT. ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN A COURT DOES, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS.

 

Any legal suit, action, or proceeding arising out of, or related to, this Agreement, the Privacy Policy, the ShowUp Platform or the Services will be instituted exclusively according to this binding arbitration provision. You agree to arbitrate all disputes and claims between us arising out of or relating to this Agreement, the Privacy Policy, the ShowUp Platform or the Services (each, a “Dispute”) and that all Disputes will be processed pursuant to this binding arbitration agreement. The types of Disputes we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to: (a) claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (b) claims that arose before these or any prior Terms of Service, or any versions thereof (including, without limitation, claims relating to advertising); (c) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (d) claims that may arise after the termination of this Agreement.

 

For the purposes of this arbitration agreement, references to ShowUp and “us” includes our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or Use or any prior agreements between us. 

 

Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by agreeing to this Agreement, you and ShowUp are each waiving the right to a trial by jury or to participate in a class action. this Agreement evidences a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of this Agreement.

 

A party who intends to seek arbitration must first send, by U.S. certified mail, a written notice of any Dispute (“Notice”) to the other party. A Notice to ShowUp should be addressed to the address set forth in the ShowUp Platform and must describe the nature and basis of the Dispute and set forth the specific relief sought (“Demand”). If ShowUp and you do not reach an agreement to resolve the Dispute within 30 days after the Notice is received, you or ShowUp may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by ShowUp or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or ShowUp is entitled.

 

All unresolved Disputes will be determined and settled by binding arbitration before an independent arbitrator selected by the parties. The arbitration hearing will occur at a time and place convenient to the Parties in Palm Beach County, Florida, within 30 days of selection or appointment of the arbitrator. The arbitration will be governed by applicable rules of the American Arbitration Association (“AAA”) in effect on the date of the first notice of demand for arbitration. Notwithstanding any provisions in such rules to the contrary, the arbitrator will issue findings of fact and conclusions of law, and an award, within 15 days of the date of the hearing, unless the parties otherwise agree. The Parties will select an arbitrator from a panel list made available by the AAA. If the Parties are unable to agree to an arbitrator within ten days of expiration of the 30-day negotiation period referenced above, the arbitrator will be chosen by alternatively striking from a list of five arbitrators obtained by ShowUp from the AAA. The party that delivered the Notice will have the first strike.

 

The prevailing or successful party to any Dispute is entitled to recover all expenses of arbitration, including, without limitation, reasonable attorneys’ fees, witness fees, administrative fees, and arbitrator’s fees.

 

You waive any and all objections to the exercise of jurisdiction over you by any courts and to venue in such courts pursuant to the foregoing arbitration agreement.

 

Subject to the foregoing, all matters relating to this Agreement, the Privacy Policy, the ShowUp Platform or the Services and any Dispute arising therefrom or related thereto (in each case, including non-contractual Disputes), will be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

 

  1. Limitation on Time to File Claims.

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, OUR PRIVACY POLICY, THE SHOWUP PLATFORM, THE SERVICES OR BREACH OF THIS AGREEMENT, MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, THE CAUSE OF ACTION OR CLAIM SHALL BE PERMANENTLY BARRED.

 

  1. Attorneys’ Fees.

In the event that any action, suit, or other legal or dispute resolution proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to the ShowUp Platform, the Services, this Agreement, and our Privacy Policy, or any other agreement between the Parties, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.

 

  1. Waiver and Severability.

No waiver by ShowUp of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of that term or condition or a waiver of any other term or condition, and any failure of ShowUp to assert a right or provision under this Agreement shall not constitute a waiver of that right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, that provision shall be eliminated or limited to the minimum extent so that the remaining provisions of this Agreement will continue in full force and effect.

 

  1. Entire Agreement.

This Agreement, including our Privacy Policy, constitutes the sole and entire agreement between you and ShowUp with respect to the ShowUp Platform and the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the ShowUp Platform and the Services.

 

  1. Geographic Restrictions.

ShowUp is based in the State of Florida in the United States. We provide the ShowUp Platform and our Services for use by persons located in the United States. We make no claims that the ShowUp Platform or any of the Services are accessible or appropriate outside of the United States. Access to the ShowUp Platform and the Services may not be legal by certain persons or in certain countries. If you access the ShowUp Platform or use the Services from outside the United States, then you do so on your own initiative and at your own risk.

 

  1. Users Outside of the United States.

The data protection and other laws of the United States and other countries might not be as comprehensive as those in your country. By using the ShowUp Platform and the Services as well as communicating with a ShowUp representative via email, telephone, or through other means, you consent to your information being transferred to our facilities and to the facilities of those third parties with whom we share it as described in our Privacy Policy.

 

  1. Changes in Regulations.

It is our policy to comply with the legal requirements applicable to the provision of our services to our customers and to other users. Accordingly, if applicable Laws conflict with the terms of this Agreement in effect from time to time, this Agreement shall automatically be amended to the extent necessary to cause it to comply with those requirements, regardless of whether we have provided you with notice of those changes.

 

  1. Changes to the Agreement.

This Agreement was last modified on the date first written above. If we change this Agreement, except as noted in the preceding section, we will post those changes on the ShowUp Platform, and we may notify you by email to the email address specified in your Account. You are responsible for ensuring that we have an up to date active email address for you and that you periodically visit this Agreement to check for any updates.

YOU ARE HEREBY ADVISED THAT YOUR CONTINUED USE OF THE SHOWUP PLATFORM AND THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF ANY AMENDMENTS TO AND THE MOST RECENT VERSION OF THIS AGREEMENT.

 

  1. Force Majeure.

Neither Party shall be liable for delays or failures to perform their obligations under this Agreement (other than your obligation to pay ShowUp Fees due hereunder) to the extent the failure was caused by events such as an act of God, war, act of terrorism, power or communication system failure, act of government or any other cause beyond the reasonable control of that Party. If a force majeure event occurs, the Party affected by it shall provide prompt notice of it to the other Party.

 

  1. Surviving Terms.

The provisions set forth in Sections 3, 5, 6, 7, 14, 15, 16, 17, 18, 19, 20, 21, and 22, and any other right or obligation of the Parties that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.

 

If you have questions or concerns regarding our policies, contact us.

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