Showit, Inc Terms of Service (End User License Agreement)
Last Revised: March 10, 2025
Welcome to Showit. The following general business terms and conditions are applied to all Showit accounts:
DESCRIPTION OF SERVICE
Showit is a website subscription service provided by Showit, Inc. (“Showit”). Showit provides subscribers with the Showit website builder application to help create your Showit website; online file storage and bandwidth for media included in your Showit website (disk space and bandwidth are not unlimited – see Payment Terms below); and related tools to help manage your online presence.
AGE REQUIREMENTS
You must be at least 18 to use Showit.
TECHNICAL SUPPORT
Support will be handled through our software Support team.
OBJECTIONABLE MATERIAL
All users are subject to Showit’s Acceptable Use Policy located at this link. Users acknowledges and agree that pornography, nudity of any kind, adult-related or sexually explicit content, promotion of adult services, content that is objectionable, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, profane, vulgar, offensive, lewd, invasive of another’s privacy, and/or otherwise infringing or illegal content are not permitted on Showit. Showit reserves the right, in its sole and exclusive discretion, to remove content considered to fall under these categories and/or permanently remove access to a user’s Showit website for any violation of the foregoing.
HOSTING
Data stored with Showit is intended for distribution on the web. Storage for backups and archived content is not permitted, and such content is subject to automatic removal from our servers. Blogs running themes designed in Showit must be hosted on servers managed by Showit.
THIRD PARTY SERVICES
Showit leverages third party services. Showit is not liable for service outages of third parties.
TERM AND PAYMENT TERMS
The subscription term regarding your access to the Product and Service you select begins on the date you first access the respective Product and/or Service, and thereafter renews automatically. We may also, at any time and in our sole discretion, offer free trial features or change a free trial pilot to a fee-based feature, in which case we will inform you about it in advance. If your subscription begins with a free trial period, then after such free trial period fees shall be payable at then-current pricing for the plan you select. For any renewal period, you hereby authorize Showit or its third party payment processor to charge your account for such non-refundable fees on a recurring basis consistent with these terms using the payment information you previously provided to Showit.
The Product and/or Service you select are subject to fees at the rates and schemes as posted when you register. You agree to pay all amounts when due, whether or not you actually used, enjoyed, or otherwise benefited from them. We may change our rates and schemes at any time. If we do so, we will notify you of such a change in advance and give you the opportunity to cancel your account prior to the new rates taking effect. All fees and other amounts payable under these terms are exclusive of taxes and similar assessments, and you shall be solely responsible for all sales, use, excise and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable hereunder. If Showit is obligated to collect or pay taxes for the fees payable by you, and whether or not such taxes were added and collected from you for previous transactions, such taxes may be added to the payment of any outstanding fees and will be reflected in the Invoice for such transaction.
Fees can only be paid through the payment methods we establish from time to time, and we are not responsible for the terms, rates, fees, rules and practices of any third party payment processor. Third party payment processors have their own terms, which you should carefully read. We may require additional information from you before completing a transaction involving payment. You undertake to keep your payment details updated, complete, and accurate and to notify us immediately in any case of a change in the details of the chosen payment method that you have provided to us. In the event of a delay in payment for the applicable Product and/or Service, we may stop providing the applicable Product and/or Service until your payment obligation is settled and the full consideration is paid.
Showit reserves the right to charge additional fees to users who use more resources in storage or bandwidth than outlined in our subscription plans.
DOMAIN NAMES
Showit reserves the right to revoke a Vanity URL or domain name for any reason, including but not limited to inappropriate URL names that do not represent who you are or the content of your website, a name that is the currently published business name and/or intellectual property rights of a current Showit subscriber, and any URL name that includes profanity or terms that could be interpreted to be derogatory in nature to a specific person or people group. Showit does not allow the practice of masking domain names and reserves the right to suspend or terminate any subscription masking a Vanity URL.
TRADEMARK
“Showit” is a registered trademark of Showit, Inc. It is a trademark infringement to use the name “Showit” or the Showit logos in a way that would suggest partnership, sponsorship or endorsement by Showit, Inc. In addition, it is not permissible to use the Showit name, domain names, or logos in a way that imitates or might be confused with Showit, Inc.
SHOWIT END-USER LICENSE AGREEMENT
IMPORTANT! READ CAREFULLY, INCLUDING THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER:
This End-User License and Service Agreement, together with such additional terms which specifically apply to the specific services and features you select (collectively, this “Agreement”) is a legal agreement between Showit, Inc. (“Showit”) and you as a user (either an individual or on behalf of the entity you represent), governs all use of the Showit website development software product(s) and any other services, applications, and features offered by Showit from time to time (collectively, the “Product”), as well as all access to the Showit service (the “Service”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY CREATING AN ACCOUNT, LOGGING IN, OR OTHERWISE USING THE SHOWIT PRODUCT AND/OR ACCESSING THE SHOWIT SERVICE. IF YOU DO NOT AGREE, YOU MAY NOT USE THE PRODUCT OR ACCESS THE SERVICE. Showit is only willing to grant you the rights contained in this Agreement if you obtained the Product from Showit. If you obtained the Product from any other source you may not install or use the Product or access the Service.
1. Ownership. All right, title, and interest in and to the Product is proprietary to Showit, including, without limitation, any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Product, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered, and any derivations thereof. The Product is licensed, not sold, to you notwithstanding any reference herein to “purchases”. You acknowledge and agree that: (a) the Product is protected under U.S. copyright and other laws; (b) Showit and its licensors retain all copyrights and other intellectual property rights in the Product; (c) there are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Showit; (d) you acquire no ownership or other interest (other than your license rights) in or to the Product; and (e) Showit owns all copies of the Product, however made. You agree that you will not, at any time, contest anywhere in the world Showit's ownership of the Product, nor will you challenge the validity of Showit's rights in the Product. You have no rights hereunder to use any intellectual property right belonging to Showit. Showit does not convey any right or interest in or to Showit’s intellectual property (or any part thereof), except only for the limited license expressly granted above. Nothing in this Agreement constitutes an assignment or waiver of any Showit intellectual property rights under applicable law.
2. Grant of Product License and Scope of Use. Subject to your compliance with all the terms and conditions of this Agreement, and in consideration of your payment of a subscription license fee to Showit during the term of your subscription, Showit hereby grants to you a limited, nonexclusive, non-transferable, non-sublicensable, license to install, use, access and display the Product in accordance with your subscription parameters. This Agreement defines your rights to the Product during the license term, subject to termination as provided in this Agreement. If anyone other than you accesses the Product and/or any of your website settings, such additional users shall be entitled to perform actions available to you, make changes to your website, and accept any applicable legal terms, make various representations and warranties – and all such activities will be deemed to have occurred on your behalf and in your name, whether or not specifically authorized by you. For the avoidance of doubt, you will be solely and fully responsible for all activities that occur under your account (including for any representations, warranties, and undertakings made therein), and for any damages, expenses or losses that may result from such activities.
3. Service and Restrictions. For the sole purpose of using the Product during your subscription term, you are granted a limited non-exclusive, non-transferable, non-sublicensable, license to access the Service, subject to termination as provided in this Agreement. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password with any third parties or use your password for any unauthorized purpose. The functionality of the Service depends, among other things, on the availability of internet connectivity, net congestion and other factors. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction conducted on our site. Showit makes no warranties or guarantees as to the availability or reliability of the Service or the information provided to you or to any other user nor makes any commitment to provide you an on-going operational Service.
4. Registration and Privacy. You must register with Showit as a condition to your rights to use the Product and access the Service. You will be prompted to register the Product at the time of your first use of the Product and prior to any access of the Service, at which time you will be asked to submit your personal information to Showit. You must provide accurate and complete information when registering your account and using the Product and accessing the Service. You agree to provide your own (or your company’s, as applicable) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of your website. In case of a dispute on website ownership, we reserve the right to determine ownership based on our reasonable judgment, whether or not we conduct an independent investigation. If we cannot make such a determination (as we may deem in our sole discretion), we reserve the right to avoid doing so and/or suspend a website until the parties disputing such ownership reach a resolution, and in each case without Showit having any liability to you or to any other party. We may request documentation (e.g., government-issued ID, a business license, etc.) that may assist us in determining website ownership. The types of personal information collected by Showit may include, if applicable: name, address, email address, company name, telephone, company website URL, registrar username and password, and payment details. Showit will primarily use your personal information to provide you access to the Service and Product functionality (such as using your email address to send you passwords required to access and use the Product). Showit may also occasionally use your personal information, such as your email address, to send you other communications, important product information and updates. Showit engages other companies and individuals (“agents”) to perform functions on its behalf, such as payment processing, order fulfillment, marketing assistance and customer service. Showit may share your personal information with such agents in order to perform these and other functions. Our Privacy Policy describes how we handle the personal information you provide to us when you use the Product and Service. For more information concerning Showit's privacy procedures, please read the Showit Privacy policy.
5. Limitations. You may not: (a) modify, adapt, alter, translate, or create derivative works of the Product or Service or merge the Product or Service with other software other than as described in the Product's accompanying documentation or as approved of in writing by Showit; (b) lease, rent or loan the Product or Service to any third party; (c) sublicense, distribute or otherwise transfer the Product or Service or any component thereof to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Product or Service; (e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of Showit and or its licensors on the Product or Service; (f) allow third parties to access or use the Product or Service such as in a time-sharing arrangement or operate the Product or Service as part of a service bureau or, otherwise; (g) reproduce or use the Product or Service except as expressly authorized hereunder; or (h) disclose or publish performance benchmark results for the Product or Service. The rights granted under this Agreement apply only to this Product. You must procure a separate license to use any other Showit products or services. We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Product or Service (or any features or parts thereof) at any time. By accessing or using the Product and Service, you represent and warrant that you have not been previously suspended or removed by Showit or engaged in any activity that could result in suspension or removal from the Product and Service.
6. User Content. You agree to fully comply with all applicable laws and any other contractual terms which govern your use of the Product and Service (including any interactions and/or transactions conducted in connection with the Product and/or Service), including those specific laws applicable to you or your users in all applicable geographical locations. You acknowledge and agree that ShowIt’s Products and Services are solely hosted on servers located within the United States. You are solely responsible and liable for your access and use of the Product and Service, including, without limitation, all designs, images, animations, videos, audio files, fonts, logos, code, algorithms, SPIs, APIs, databases, illustrations, compositions, artworks, interfaces, usernames, information you provide for the purpose of creating a subdomain name, text, literary works, data, information and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Product and Service. You hereby affirm that you have (and will maintain) unrestricted right, title, license, consent and authority, in and to the User Content, as necessary to legally access to, import, copy, use, connect, develop, publish, transfer or license such User Content, by you and Showit and all of our third party service providers (including, without limitation, with respect to transfer and processing of personal information contained within such User Content to servers located within the United States). In addition, you acknowledge that we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation, republication) or misuse by any third party of information made public through the Product and Service. You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; or (c) forge headers or otherwise manipulate identifiers in order to disguise any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored with the Product at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store with the Product at your sole cost and expense. Notwithstanding anything here to the contrary, in no circumstances may Showit be considered as a “publisher” of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the Product, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, Showit shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR. We do not claim any ownership interest in User Content. However, by uploading, posting or submitting User Content to the Product or Service, you hereby grant Showit a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes. However, Showit will only share personal information that you provide in accordance with our Privacy Policy. You agree that Showit may disclose or use any User Content for any purposes permitted under applicable law, including, but not limited to: (a) enforcing this Agreement; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Showit, its customers or the public.
7. Third Party Services and Links to Third Party Sites. The Product may enable you to engage, connect, further develop and procure certain third-party services, products and tools for enhancing your use of the Product and your overall user experience, including, without limitation, domain registrars from which you may purchase a domain name, third party applications and widgets, third party licensed content, media distribution services, sellers of tangible products, third party designers who may assist you with your Product, external databases, code packages, etc. You acknowledge and agree that regardless of the manner in which such third party products or services may be offered to you (bundled or integrated within the Product, offered separately by Showit or persons certified or authorized by Showit, connected independently by you or otherwise offered anywhere on the Product), Showit does not in any way endorse any such third party services, or shall be in any way responsible or liable with respect thereto. You acknowledge that such third party services are at your own risk and may require the payment of additional amounts to Showit and/or to the providers of such third party services. If you use third party services, tools, code, algorithms, databases, products, software or goods while using the Product, then you acknowledge that you act in compliance with their applicable terms of use, and Showit reserves the right to suspend access to the Product and/or Service for any non-compliance. In addition, you may link to third party sites through the use of the Product and Service. The third party sites are not under the control of Showit, and Showit is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites.
8. Services; Updates; Product Changes. Showit is not required under this Agreement to provide any installation, training or other support services to you. Such services, if available, may be purchased separately. If, pursuant to a separate support agreement or otherwise, Showit provides you with a new release, error correction, update, upgrade or other modification to the Product, such modification will be deemed part of the Product, and subject to the terms of this Agreement, unless the modification is expressly provided subject to a separate license agreement. Showit reserves the right at any time not to release or to discontinue release of any Product and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Product. Support will be handled through Showit's software Support department. Showit shall own exclusive rights, including, without limitation, all intellectual property rights, in and to any feedback you provide, and shall be entitled to the unrestricted use and dissemination of such feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. By providing any such feedback, you acknowledge and agree that it may be used by Showit in order to: (i) further develop, customize and improve of the Product and/or Service, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized Showit-related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which Showit may use to provide and improve its services, (vi) to enhance Showit data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations.
9. Warranty Disclaimer. THE PRODUCT AND THE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. SHOWIT AND ITS LICENSORS HEREBY EXCLUDE AND DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS, OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE PRODUCT OR THE SERVICE WILL FUNCTION WITHOUT LOSS OR ALTERATION OF DATA. THERE IS NO WARRANTY THAT THE PRODUCT OR THE SERVICE WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. TO THE EXTENT THAT SHOWIT MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. YOU ACKNOWLEDGE THAT YOUR USE OF THE PRODUCT AND SERVICE IS AT YOUR SOLE RISK. BY ACCESSING OR USING THE SHOWIT SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PRODUCT AND SERVICES.
10. Confidentiality. The Product (including its underlying source code), the Service, and the terms of this Agreement contain confidential information of Showit. You agree to hold this information in confidence, not disclose it to any person, and not use it for any purpose other than the use and operation of the Product as permitted under this Agreement. These restrictions do not apply to any information which is or becomes (through no fault of yours) publicly available. If you are required by law or order of a court or other government authority to disclose Showit's confidential information, then you will immediately notify Showit as soon as possible, but in any event prior to the disclosure, and will cooperate with Showit, at its expense and request, in any lawful action to contest or limit the scope of such required disclosure.
11. Indemnity; Limitation of Liability. You shall indemnify, hold harmless, and, at Showit’s option, defend Showit and its affiliates and subsidiaries from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Showit resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the Product and/or Service, any User Content, any feedback you provide, any violation of this Agreement by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Product and/or Service or any of its features. You further agree that Showit shall have control of the defense or settlement of any third-party claims (at your expense) unless Showit exercises its option to require you to defend Showit. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Showit. IN NO EVENT WILL SHOWIT AND ITS LICENSORS BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PRODUCT OR THE SERVICE, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, OR FROM EVENTS BEYOND SHOWIT’S REASONABLE CONTROL, REGARDLESS OF THE FORM OF ACTION, EVEN IF SHOWIT AND ITS LICENSORS KNEW, SHOULD HAVE KNOWN OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SHOWIT'S AND ITS LICENSORS' ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS. THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR THE PRODUCT AND SERVICE PROVIDED TO YOU, AND SUCH LIMITATIONS WILL APPLY EVEN IF SHOWIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
12. Termination. Without prejudice to any other rights, Showit may cancel this Agreement if you do not abide by the terms and conditions of this Agreement, in which case you must destroy all copies of the Product and discontinue access of the Service.
13. Export Restrictions. You acknowledge that the Product is of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
14. Restricted Rights Legend. Any software which is provided for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
15. Canadian Transactions. If you are subject to Canadian law, you agree to the following: The parties hereto have expressly required that the present License and its Exhibits be drawn up in the English language. / Les parties aux presentes ont expressement exige que la presente Convention et ses Annexes soient redigees en langue anglaise.
16. Governing Law; Venue and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Nevada, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable). Subject only to the provisions of Section 19 (Arbitration), any legal action, suit or proceeding arising out of or relating to this Agreement must be instituted exclusively in a court of competent jurisdiction, federal or state, located within the State of Nevada, County of Clark, and in no other venue. Each party further irrevocably consents to personal jurisdiction and venue in, and agrees to service of process issued or authorized by, any such court. In any action, suit or proceeding arising out of or relating to this Agreement, Showit, if it is the prevailing party, will be entitled to recover from you its reasonable attorneys' fees and expenses in addition to any other relief that may be awarded.
17. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this Agreement will remain in full force and effect.
18. Equitable Relief. The parties acknowledge and agree that it is impossible to measure in money the damages that will accrue to Showit by reason of your breach of this Agreement and that such a breach will cause irreparable harm to Showit. In addition to any other right or remedy available at law or in equity Showit will be entitled to specific performance or injunctive relief to enforce or prevent any breach of confidentiality or any breach of any license granted hereunder without posting a bond or other security, and may apply to any court of competent jurisdiction for such relief.
19. Arbitration and Class Action Waiver. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SHOWIT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. YOU AND SHOWIT AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE PRODUCT OR SERVICE SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING CONSUMER DISPUTES. Arbitration uses a single, neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than in a court case; and the arbitration process and result is subject to very limited review by courts. In an arbitration you have the right, at your expense, to be represented by an attorney of your choosing. Arbitrators can award the same damages and relief under this Agreement that a court can award under this Agreement. You and Showit agree that any in-person arbitral hearing would occur in the United States in the same county and state as your billing address. Showit further agrees that your filing fee for an arbitration will be capped at the amount set by the American Arbitration Association. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Showit are each waiving the right to a trial by jury and/or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your use of the Product and Service. Further, unless both you and Showit agree otherwise, the arbitrator may not join or consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. REGARDLESS OF THE FORUM, YOU AND SHOWIT 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.
20. Assignment. You may not assign this Agreement or assign any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise (including by merger, sale of assets, change of voting control or consolidation), without Showit's prior written consent, which may be granted, conditioned or withheld in Showit's sole discretion. Any attempted assignment by you in violation of this Section will be void and will constitute a material breach of this Agreement. Notwithstanding the foregoing, Showit may assign this Agreement at any time in its sole discretion. Subject to the foregoing, this Agreement will be binding upon and will insure to the benefit of the parties and their respective successors and permitted assigns.
21. Waiver and Modifications. All waivers must be in writing. Any waiver or failure to enforce a provision of this Agreement on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. This Agreement may only be amended by a written document signed by both parties.
22. Showit Subscription Cancellation Policy. Subscription payments are paid for each month or year in advance. Subscriptions automatically renew, but you can cancel at any time and your subscription will remain active through the end of the current billing cycle. For subscription questions or problems (including requests for refunds) send an email to help@showit.com with information about your account. Upon receipt of your request one of our support team members will contact you within 4 business days. If you provide a credit card to Showit, you hereby authorize Showit to charge your credit card for all amounts due hereunder.
23. Design Market Return Policy. All purchases made through the Showit Design Market (https://store.showit.com) are final and no returns are offered at this time due to the nature of the digital distribution method. If you have a specific question regarding your software please email help@showit.com.
24. Entire Agreement. This Agreement constitutes the entire, final and exclusive agreement between you and Showit regarding the specific license transaction described herein. No prior agreements, understandings, statements, proposals or representations, written or oral, apply. No written or oral statement, advertisement or product description not expressly contained in this Agreement can be used to alter or supplement its terms. You may not rely on any representations or statements not contained in this Agreement. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Headings in this Agreement are for reference only and have no effect on any provision's meaning. We may revise this Agreement at any time for any reason and may provide you notice of these changes by any reasonable means, including through the Product. You can determine when we last updated this Agreement by referring to the “Last Updated” legend at the top of this Agreement. Except to the extent that your express consent to any revised Agreement is required under applicable law, by continuing to access, browse or use the Product and Service, you agree to any revised Agreement. If you do not agree to any revised Agreement, you may not and we do not authorize you to use the Product and Service. We strongly recommend that you periodically visit this page to review this Agreement.
25. Notice. All notices, demands, or consents given by you under these Terms will be in writing and will be deemed given when delivered to Showit at the following contact: business@showit.com. Any notices to you may be made via either e-mail or postal mail to the address in Showit’s records or via posting on the Showit Platform. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. Persons with disabilities who need assistance accessing this Agreement may contact us as provided for in this Section, and depending on your individual needs, we will grant reasonable requests to furnish this Agreement in an alternative format.
26. Procedure for Making Claims of Copyright Infringement. If you believe in good faith that any of the content on the Product infringes your copyright, please provide our copyright agent the following written information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Product; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed. Showit’s copyright agent for notice of claims of copyright infringement can be reached as follows:
Showit, Inc.
2490 S Gilbert Rd #200
Chandler, AZ 85286
Phone: (800) 930-5417
business@showit.com
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