Terms of Use

 

SHOWX, Inc. (“SHOWX”) provides a networking platform for musicians to co-promote each other’s work as well as a service that allows our members to find and connect with other members, groups, and businesses organizations of interest to members, and access and exchange recorded performances, live streams, and other content (the “SHOWX service”). You have accepted these Terms of Use, which govern your use of our service. Personally identifying information is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices. As used in these Terms of Use, "SHOWX service", "our service" or "the service" means the individualized service provided to you by SHOWX and described above for networking, promoting, creating, discovering, and sharing, including all features and functionalities of the application, the website, and user interfaces, as well as all content and software associated with our service.

1. SHOWX Service

1.1. You must be 18 years of age, or the age of majority in your province, territory or country, to become a user of the SHOWX service. Individuals under the age of 18, or applicable age of majority, may utilize the service only with the involvement of a parent or legal guardian, under such parent’s or guardian’s account, with such account holder’s consent, and otherwise subject to these Terms of Use. Your SHOWX access will continue until terminated. To use the SHOWX service you must have Internet access and a SHOWX-ready device.

1.2 The service enables you to create content in the form of audiovisual, photographic, and/or audio-only works, herein referred to as (“work(s)”). In connection with the creation of a work, the service enables you to (i) record audiovisual content or audio-only content, including depicting or otherwise capturing you performing the lyrics and/or music of musical works of your choice (including your own compositions); (ii) include in your work, sound recordings obtained from the music files or library of your local device; and (iii) permit others to add to and collaborate on your works, and create derivative works of your works. Creators of works and all other users of the service will be referred to herein collectively as (“Users”). In addition to allowing you to create works, the service may also allow you to (A) save your works locally to your device; (B) share your works on the service generally or only to people you approve, which may be determined by your preferred privacy settings available within the service; and (C) share works or a link to your works on certain third-party social media platforms (e.g., Facebook, Instagram, Tumblr, Twitter, Vine or WhatsApp) and via email, all subject to the terms and conditions of these Terms of Use.

1.3. All or portions of the service may be accessible via a mobile phone, tablet, or other wireless device (collectively, " Mobile Services"). Your mobile carrier's normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. SHOWX does not represent or warrant that the service will be compatible with your mobile device. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the SHOWX app and the related Mobile Services must be in accordance with these Terms of Use.

1.4. The SHOWX service and any content or works created or viewed through our service are for your personal and non-commercial use only. Public performances, virtual and otherwise, may be hosted by SHOWX at the sole discretion of SHOWX.

1.5. The SHOWX service is regularly updated. In addition, we continually test various aspects of our service, including but not limited to our website, user interfaces, promotional features, and availability of SHOWX content.

1.6. You agree to use the SHOWX service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules, regulations, or other restrictions on use of the service or content therein. Except as explicitly authorized in these Terms of Use, you agree not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the SHOWX service. You also agree not to circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in the SHOWX service; use any robot, spider, scraper or other automated means to access the SHOWX service; decompile, reverse engineer, or disassemble any software or other products or processes accessible through the SHOWX service; insert any code or product or manipulate the content of the SHOWX service in any way; or use any data mining, data gathering, or extraction method. In addition, you agree not to upload, post, e-mail, or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the SHOWX service, including any software viruses or any other computer code, files, or programs. We may terminate or restrict your use of our service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the service.

1.7. The quality of the display of the SHOWX service may vary from device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. HD, Ultra HD, and HDR availability is subject to your Internet service and device capabilities. Not all content is available in all formats. The minimum connection speed for SD quality is 0.5 Mbps; however, we recommend a faster connection for improved video quality. A download speed of at least 5.0 Mbps per stream is recommended to receive HD content (defined as a resolution of 720p or higher). A download speed of at least 25.0 Mbps per stream is recommended to receive Ultra HD (defined as a resolution of 1080p or higher) and HDR content. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges. SHOWX makes no representations or warranties about the quality of your experience on your display.

1.8. The SHOWX services may vary by device and medium, and functionalities may also differ between devices. By using our service, you agree to receive, without further notice or prompting, updated versions of the SHOWX and related third-party software. If you do not accept the foregoing terms, do not use our service.

1.9. By using our service, you agree to look solely to the entity that manufactured and/or sold you the SHOWX-ready device for any issues related to the device and its compatibility with the SHOWX service. We do not take responsibility or otherwise warrant the performance of SHOWX-ready devices, including the continued compatibility with our service. If your SHOWX-ready device is sold, lost, or stolen, please deactivate the SHOWX-ready device. If you fail to log out or deactivate your device, subsequent users may access the SHOWX service through your account and may be able to access certain of your account information. To deactivate a device or your account, follow instructions on the appropriate menu page of the app or send an email to customer support at the email for that purpose listed on our website.

1.10. SHOWX owns and retains all right, title, and interest in and to the SHOWX service and the selection and arrangement of the content and information on the SHOWX service (other than User Content, defined below), including without limitation any and all rights under copyright, trademark, trade dress, and other intellectual property laws. SHOWX specifically reserves any and all rights it may have under state and federal unfair competition and trade regulation laws. Third-party licensors and members also have rights in and to such content made available through the SHOWX service, under copyright, trademark, trade dress, and otherwise. You agree to use the SHOWX service, including all features, functionalities, and content associated therewith, in accordance with all applicable intellectual property laws, rules, and regulations, and other restrictions on use of the service or content therein, and to respect the intellectual property rights of third parties. Please note that your unauthorized use of the SHOWX service may violate the rights of others and applicable laws, and may result in your civil and criminal liability.

1.11. Permissions You Give to Us. As part of our agreement, you also give us permissions that we need to provide certain aspects of the SHOWX service. We do not claim ownership of the works or other content you upload or post, but you grant us a license to use it. When you create, share, post, or upload any content, information, or other works covered by intellectual property rights (including without limitation music, photos or videos) on or in connection with the SHOWX service (“User Content”), you hereby grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your User Content (consistent with your privacy and application settings). You can end this license to us anytime by deleting your User Content or account. However, the User Content will continue to appear and be used if you shared it with others or allowed others to collaborate on it, and they have not deleted it.

You give us permission to show your username, profile picture, band, or artist name and information about your actions (such as likes) or relationships (such as follows and connections) next to or in connection with accounts, ads, offers, and other sponsored content that you follow or engage with without any compensation to you. You agree that we can download and install updates to the service on your device. Any User Content posted by you to or through the service or transmitted to SHOWX will be considered non-confidential and non-proprietary, and treated as such by SHOWX, and may be used by SHOWX in accordance with these Terms of Use without notice to you and without liability to SHOWX. For the avoidance of doubt, the rights granted herein include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings) and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting SHOWX the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a " PRO"), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers, or other royalty participants involved in the creation of User Content.

1.12. Intellectual Property Rights. As between SHOWX and you, you retain ownership of any rights you have in your User Content and submitting your User Content to the service does not transfer ownership of your rights.

1.13. Subject to your complete and ongoing compliance with these Terms of Use, SHOWX hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, and worldwide right and license to access and use the service solely for either (a) your personal, non-commercial use, or (b) your internal business purposes, and, in either case, solely in strict compliance with the provisions of these Terms of Use and in accordance with the features of the service as it is marketed by SHOWX.

1.14. You Must Have Rights to the Content You Post. You must not post any User Content to the service if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to post to the service. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the service unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to SHOWX under these Terms of Use. You represent and warrant that: (i) you own the User Content posted by you on or through the service or otherwise have the right to grant the license set forth in these Terms of Use; (ii) the posting and use of your User Content on or through the service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the posting of your User Content on the service will not require us to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; and (iv) the posting of your User Content on the service and sharing of such User Content outside the service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of posting your User Content on the service.

1.15. Waiver of Rights to User Content. By posting User Content to or through the service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. To the fullest extent permitted by law, you also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain, or permit any action based on any moral rights that you may have in or with respect to any User Content you post to or through the service.

1.16. Nothing in these Terms of Use grants you a license to reproduce, distribute, publicly perform, communicate to the public, synchronize. or otherwise use and exploit any third-party content, including, but not limited to, sound recordings and musical works included in your device’s local music library in your works. You are solely responsible for clearing the rights to any third party content, including, but not limited to, sound recordings and musical works used in works. The ability to access the local library of any device on which an app is stored does not by itself authorize you to use the sound recordings and other content within such library without the authorization of the copyright owners of such content in the local library.

1.17. You hereby acknowledge and agree that if you post a work or other User Content created on or uploaded to SHOWX to any external site or service, then you are solely responsible for obtaining all permissions and consents for posting or sharing such work or User Content to any external site.

1.18. Except for User Content, the content that SHOWX provides to Users on or through the service, including without limitation, any text, graphics, photos, software, and interactive features, may be protected by copyright or other intellectual property rights and owned by SHOWX or its third party licensors. Moreover, SHOWX solely owns all design rights, databases and compilation and other intellectual property rights in and to the service, in each case whether registered or unregistered, and any related goodwill.

1.19. SHOWX trademarks, service marks, and logos used and displayed on the service are SHOWX’s registered and unregistered trademarks or service marks, (the “trademarks”). Other product and service names located on the service may be trademarks or service marks owned by third parties (such other names and marks are also included in “trademarks”). Except as otherwise permitted by law, you may not use the trademarks to disparage SHOWX or the applicable third-party, SHOWX’s or a third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the trademarks. You may not use any trademarks as part of a link to or from any service without SHOWX’s prior express written consent. All goodwill generated from the use of any SHOWX trademark will inure solely to SHOWX’s benefit.

1.20. The posting of any objectionable content may subject you to third party claims and none of the rights granted to you in these Terms of Use may be raised as a defense against any third party claims arising from your posting of objectionable content. You also agree not to use the service for illegal or unlawful purposes, including, without limitation, to stalk any other User or to encourage any User to harm themselves or any other person. If you encounter any objectionable content on the service, then please immediately email [copyright@showx.com] or inform us through the functionality offered on the service. You acknowledge and agree that SHOWX provides you with the ability to report objectionable content as a courtesy, and SHOWX has no obligation to remove or take any other action with respect to any objectionable content on the service that you report to us. However, SHOWX in its sole discretion may take any actions it deems necessary and/or appropriate against any User who posts objectionable content on the service, including, but not limited to, warning the User, suspending or terminating the User's account, removing all of the User's User Content posted on the service and/or reporting the User to law enforcement authorities, either directly or indirectly.

1.21. No Liability. For the avoidance of doubt, SHOWX will not be liable for any unauthorized use of User Content by any User.

1.22. SHOWX hereby reserves all rights not expressly granted to you in this these Terms of Use. Accordingly, nothing in these Terms of Use or on the service will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the service or any SHOWX content or trademarks located or displayed therein.

1.23. If you have any questions about or are concerned that any User Content infringes upon your intellectual property rights, please see our additional terms governing such User Content and other potential infringement of intellectual property, which are hereby incorporated into these Terms of Use, and are located here: << SHOWX’s Copyright & IP Infringement Policy >>

2. Linked Destinations, Advertising and Third-Party Apps and Products.

2.1. The SHOWX website, application, or service may contain third party plug-ins, apps, ads, tools, and/or other non-SHOWX content, as well as links to third-party websites or services, including social media services. SHOWX has no control over any such third-party plug-ins, apps, ads, tools, content, websites, or services, even if SHOWX provides a link or pointer to such plug-ins, apps, ads, tools, content, websites, or services or if such plug-ins, apps, ads, tools, content, websites, or services are offered in conjunction with promotional access to the SHOWX service.

2.2. Without limiting the foregoing, SHOWX does not endorse any third-party product, service, or website, even if such product, service or website is advertised on or linked to from the SHOWX service, and it shall not be responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of any third-party product, service, or website. Any dealings you have with any third-party advertisers while using the SHOWX service are between you and that third-party advertiser.

2.3. These Terms of Use do not govern third-party websites or services. When you click on a third-party link within the SHOWX service, including without limitation links in advertisements, SHOWX will not warn you that you have left the SHOWX service or that you have become subject to the terms and conditions (including privacy policies) of another website or service. Any activities you engage in connection with any such third-party website or service, including without limitation any disclosure of personal information, are subject to the Terms of Use and Privacy Policy of that third-party website or service, and before you engage in any transactions on any third-party website or service you should review the applicable Terms of Use and Privacy Policy.

2.4. From time to time, the SHOWX service may make available to Users promotions, sweepstakes, contests, games of skill, coupons, gifts and premiums offered by unrelated third parties. Should you choose to participate in any such third-party offers, you do so at your own risk and all of the terms, conditions, warranties or representations associated with such third-party offers are solely between you and that third party. Under no circumstances will SHOWX be responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your participation in any such third-party offer.

3. Restrictions on Use of the Service.

3.1. In addition to any other restrictions set forth in these Terms of Use, and without limiting those restrictions, when using the service, you agree not to (and not to attempt to):

a. rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the service to any third party or use the service to provide time sharing or similar services for any third party;
b. take any action that imposes an unreasonable load on the service's infrastructure;
c. use any device, software, or routine to interfere or attempt to interfere with the proper working of the service, or any activity conducted on the service;
d. delete or alter any content SHOWX or any other person or entity posts on the service, including by removing any copyright or other proprietary rights notices on the service, except as expressly authorized in these Terms of Use;
e. alter, deface, mutilate, or otherwise bypass any approved software through which the service is made available;
f. use in an unauthorized manner any trademarks, service marks, design marks, logos, photographs, or other content belonging to SHOWX or obtained from the service;
g. access, tamper with, or use non-public areas of the service, SHOWX’s (and its hosting company's) computer systems and infrastructure or the technical delivery systems of SHOWX’s providers;
h. harass, threaten, menace, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including SHOWX’s employees or other Users;
i. provide any false personal information to SHOWX
j. create a false identity or impersonate another person or entity in any way;
k. create a new account with SHOWX, without SHOWX’s express written consent, if SHOWX has previously disabled an account of yours;
l. solicit, or attempt to solicit, personal information from other Users of the service;
m. restrict, discourage or inhibit any person from using the service, disclose personal information about a third person on the service or obtained from the service without the consent of that person, or collect information about Users of the service;
n. use the service to send emails or other communications to persons who have requested that you not send them communications;
o. use the service, without SHOWX’s express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
p. gain unauthorized access to the service, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the service;
q. post any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software, or telecommunications equipment or any other aspect of the service or communications equipment and computers connected to the service;
r. interfere with or disrupt the service, networks, or servers connected to the service or violate the regulations, policies, or procedures of those networks or servers, including by attempting to decipher any transmissions to or from the servers running SHOWX;
s. violate any applicable federal, state or local laws or regulations or the terms of these Terms of Use; or
t. assist or permit any persons in engaging in any of the activities described above; or
u. make the functionality of the service available to third parties as a service.

3.2. Our service may enable Users to create subtitles in connection with their video projects (each, a “Caption”). SHOWX may limit: (i) the number of Captions that you may make via the Service; and (ii) anything else about the Captions you make via the services, as we deem appropriate in our sole discretion. We may impose or modify these limitations without notice. We may utilize technical measures to prevent over-usage and stop usage of the services after any usage limitations are exceeded or suspend your access to the services with or without notice to you in the event you exceed any such limitations.

3.3. SHOWX is not responsible for the content of any external sites and does not make any representations regarding the content or accuracy of any materials on such external sites. You should take precautions when downloading files from all websites to protect your computer and mobile devices from viruses and other destructive programs. If you decide to access any external sites, purchase any content from external sites or subscribe to services offered by such external site, then you do so at your own risk. You agree that SHOWX will have no liability to you arising from your use, engagement, exposure to, or interaction with any external sites.

4. Passwords, Registration, and Account Access.

4.1. The member who created the SHOWX account (the "Account Owner") has access and control over the SHOWX account and the SHOWX-ready devices that are used to access our service and is responsible for any activity that occurs through the SHOWX account. To maintain control over the account and prevent anyone from accessing the account (which could include information on viewing history for the account), the Account Owner should maintain control over the SHOWX-ready devices that are used to access the service and not reveal the password or details associated with the account to anyone.

4.2. You agree to notify SHOWX immediately at [support@showx.com] if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your account. We can terminate your account or place your account on hold in order to protect you, SHOWX, or our partners from identity theft or other fraudulent activity. SHOWX is not liable for holds placed on the account by either a representative of SHOWX or by the automated processes of SHOWX. SHOWX will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying SHOWX of such unauthorized use or loss of your credentials. Separate log-in credentials may be required to access third party sites.

4.3. When creating an account, you agree to provide true, accurate, current, and complete information as SHOWX requests. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on your account which we determine, in our sole discretion, would or might constitute a violation of these Terms of Use, cause damage to or impair the service, infringe or violate any third party rights, damage or bring into disrepute the reputation of SHOWX, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then SHOWX may terminate your account immediately without notice to you and without any liability to you or any third party.

4.4. The service may provide you the ability to send messages to other Users and third parties. You represent and warrant you will only send messages through the app to Users who have given you their express consent to receive such messages, and you will indemnify and hold SHOWX harmless from any and all claims arising out of your sending these messages to any Users. You also agree that you are responsible for all fees and charges associated with such messages.

5. Disclaimers of Warranties and Limitations on Liability

5.1. THE SHOWX SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, AND ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SHOWX SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SHOWX DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SHOWX SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SHOWX SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, SHOWX READY DEVICES, AND SHOWX SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH OUR SERVICE).

5.2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL SHOWX, OR ITS AFFILIATES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY, PROPERTY DAMAGE, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

5.3 IN NO EVENT WILL THE AGGREGATE LIABILITY OF SHOWX, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SHOWX SERVICE EXCEED THE GREATER OF FIFTY UNITED STATES DOLLARS OR ANY FEES YOU PAY, IF ANY, TO SHOWX FOR ACCESS TO OR USE OF THE SERVICE.

5.4. YOU AGREE THAT NO CLAIMS OR ACTION ARISING OUT OF, OR RELATED TO, YOUR USE OF THE SERVICE, OR THESE TERMS OF USE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE

5.5. ANY THIRD PARTY DISPUTES ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, WITH ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE SHOWX FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

5.6. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

5.7. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

6. Dispute Resolution

6.1. With respect to any dispute regarding the SHOWX service, all rights and obligations and all actions shall be governed by the laws of New York, without regard to its conflicts of law principles, as if these Terms of Use were a contract wholly entered into and wholly performed within New York. You agree that all claims you may have against SHOWX arising from or relating to the service will be heard and resolved in a court of competent subject matter jurisdiction located in New York County, New York. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

6.2. YOU AND SHOWX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SHOWX agree otherwise, the parties may not ask the court to consolidate more than one person's claims with your claims, and or otherwise ask the court to preside over any form of a representative or class proceeding.

7. Miscellaneous

7.1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the state of New York, U.S.A. without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence.

7.2. Unsolicited Materials. SHOWX does not accept unsolicited materials or ideas for new SHOWX content or new SHOWX services, and is not responsible for the similarity of any of its services, content, or programming in any media to materials or ideas transmitted to SHOWX. Should you send any unsolicited materials or ideas, you do so with the understanding that no consideration of any sort will be provided to you, and you are waiving any claim against SHOWX and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

7.3. Feedback. SHOWX is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the SHOWX service, including the SHOWX website, app and user interfaces, worldwide, and in perpetuity without further compensation, acknowledgement, or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and creating, modifying, or improving the SHOWX service. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law.

7.4. Customer Support. To find more information about our service and its features, or if you need assistance with your account, please visit the SHOWX website. In certain instances, Customer Service may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. In the event of any conflict between these Terms of Use and information provided by Customer Service or other portions of our website, these Terms of Use will control.

7.5. Survival. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.

7.6. Changes to Terms of Use and Assignment. SHOWX may, from time to time, change these Terms of Use. Such revisions shall be effective immediately; provided however, for existing members, such revisions shall, unless otherwise stated, be effective 30 days after posting. We may assign our agreement with you to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable SHOWX service.

7.7. Communication Preferences. We will send you information relating to your account (e.g. changes in password, confirmation messages, or notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

7.8. Screening User Content. SHOWX offers Users the ability to submit User Content to or transmit User Content through the service. SHOWX does not pre-screen any User Content, but reserves the right to remove, disallow, block, or delete any User Content in its sole discretion. In addition, we have the right—but not the obligation—in our sole discretion to remove, disallow, block, or delete any User Content that we consider to violate these Terms of Use, applicable law, or otherwise constitute objectionable content. Without limiting the preceding sentences of this Section, SHOWX also has the right—but not the obligation—to take remedial action in connection with any objectionable content posted on the service. We recommend that you save copies of works that you post to the service on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such works. SHOWX does not guarantee the accuracy, integrity, appropriateness, availability or quality of any User Content, and under no circumstances will SHOWX be liable in any way for any User Content or the deletion thereof.

8. Indemnification.

8.1. To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless SHOWX from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of these Terms of Use; (b) your access to, use or misuse of SHOWX or the service; or (c) your User Content. SHOWX will provide notice to you of any such claim, suit or proceeding. SHOWX reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section if SHOWX believes that you are unwilling or incapable of defending SHOWX’s interests. In such case, you agree to cooperate with any reasonable requests assisting SHOWX's defense of such matter at your expense.

Last Updated: January 7, 2021