Showday Terms of Service
Welcome to showday.io (the “Site”), which is owned and operated by Live On Air, Inc., and our affiliated entities dba Showday (“Showday”, “we” or “us”). We are excited to provide a platform where businesses can market their brands and products through captivating videos and engage with their audience.
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS BY USING OUR SERVICES. These terms of use (this “Agreement” or these “Terms”) form a binding agreement between you as a user of the Services (defined below), including as a creator, editor, streamer, business user, and uploader of Content (defined below) on, to or via the Services (“collectively, “user,” you” or “your”) and us and shall be the equivalent of a written paper agreement between you and us. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below. By installing or otherwise accessing or using any of the Services (defined below), you agree that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.
These Terms apply to your use of our services and software provided on our Site, our mobile applications (the “App”), any services, content, communications, and product features relating to the Site and the App (collectively with the Site and the App, the “Services”).
NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 23 BELOW BEFORE DOWNLOADING OR USING OUR SERVICES.
We reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms of Service, you must immediately stop using our services,
Services
Our Services include many features, among them the ability for users to create and edit videos and embed and live-stream such videos to their websites and social media channels and integration with e-commerce solutions. Our Services also provide users with certain chat, polling and e-commerce features to interact with existing and potential customers and sell products. Subject to the terms of this Agreement, you are responsible for your use of the Services, and for any information, content, videos, reports, data, databases, graphics, interfaces, web pages, Text, files, software, product names, company names, trademarks, logos and trade-names (collectively, the “Content”) you upload, post to or use in connection with the Services, any Content you access from the Services, and for any consequences thereof. You acknowledge and agree that we may modify, update, and otherwise change the Services at any time in our sole discretion.
Privacy
By accessing or using the Services, you intend to and expressly agree to be bound by all the terms and conditions of this Agreement and our Privacy Policy (available at showday.io/privacy (the “Privacy Policy”), which is incorporated herein by reference. If you do not agree to these terms and conditions, you may not use the Services. Any information that you provide to us is subject to the Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use of your information as set forth in the Privacy Policy.
Accounts
Our Services include many features, among them the ability for users to create and edit videos and embed and live-stream such videos to their websites and social media channels and integration with e-commerce solutions. Our Services also provide users with certain chat, polling and e-commerce features to interact with existing and potential customers and sell products. Subject to the terms of this Agreement, you are responsible for your use of the Services, and for any information, content, videos, reports, data, databases, graphics, interfaces, web pages, Text, files, software, product names, company names, trademarks, logos and trade-names (collectively, the “Content”) you upload, post to or use in connection with the Services, any Content you access from the Services, and for any consequences thereof. You acknowledge and agree that we may modify, update, and otherwise change the Services at any time in our sole discretion.
Eligibility
You may provide access to the Services to other users within your organization as authorized by us and/or by your subscription level to our Services in place from time to time (each, an “Authorized User”). You are solely responsible for Authorized User activities and interaction with the Services. You agree to ensure all Authorized Users are aware of all restrictions of use in these Terms, the Privacy Policy, and any other rules or requirements applicable to the Services. You agree to cause Authorized Users to comply with such provisions. You are solely responsible for all actions taken by and interactions with Authorized Users, including providing any disclosures governing an Authorized User's interaction with the Services, and any applicable Privacy Policy or further obligations required by us or any applicable law. Any obligation imposed on you by these Terms shall be applicable to you and to any Authorized User.
By using our Services, you represent and warrant that you and each Authorized User:
If an individual, are at least 18 years old;
Are legally qualified to enter a binding contract with us;
Are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;
Are not on any list of individuals prohibited from conducting business with the United States;
Are not prohibited by law from using our Services;
Do not have more than one account on our Services;and
Have not previously been removed from our Services by us, unless you have our express written permission to create a new account.
If at any time you cease to meet these requirements, you shall immediately cease use or access of the Services and we reserve the right to delete your account with us, to revoke all credentials held by you and any of your Authorized Users and to delete all Content uploaded by you to our Services.
Ownership of Submitted Content.
The Services may allow you from time to time to upload Content and permit the hosting, sharing, uploading or publishing of Content. You have sole responsibility for all Content uploaded to the Services by you. We are not responsible and make no representation or warranty concerning any Content uploaded to the Services by any third party. We reserve the right to impose restrictions on the Content you upload, including, but not limited to, the amount of Content that can be uploaded and the length or expiry period for Content. You shall be solely responsible for the Content you submit and the consequences of our posting, display, distribution, or publishing of such Content. In connection with any Content you or any of your Authorized Users submit, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content to enable inclusion and use of the Content in the manner contemplated by these Terms; and (ii) you have the written consent, release, or permission to use the name, image, or likeness of each individual identified in the Content.
In connection with Content, you further agree that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us the necessarily rights granted in these Terms. You agree to defend, indemnify, and hold us harmless for all damage or liability we incur because of your violation of this Section.
Compliance with Laws
You agree to use the Services only for lawful purposes, and to conduct your business and any transaction that uses the Services, in accordance with all applicable laws and regulations, including those relating to taxes, banking, advertising and marketing, money laundering, securities and counter terrorism. You will not use the Services for any fraudulent or illegal activity.
Fees
We make money by charging fees for use of the Services. We charge users a tiered monthly fee and a percentage of the sales of products sold through use of our Services. The amount of our fees charged may be disclosed on your profile page or the appropriate page on our Site or App summarizing the transaction and requiring your authorization before proceeding or through a separate written agreement with you. By using the Services, you agree that we may automatically switch you to the appropriate tiered plan based on your usage and that you shall pay all fees associated with such switch. The terms of such tier switching will be disclosed to you on the appropriate page on our Site or App. We may also charge users separately for administrative, management and other services, as disclosed to you from time to time. By using our Services, you agree to pay all fees on the timing and terms as agreed to between you and us. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust our pricing and fees at any time. We do not provide any refunds of fees paid.
Payment
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
Authorization of ACH and Other Transactions
To the extent permitted by us in our sole discretion, you may pay any fees owed to us from your designated bank account. Subject to any eligibility requirements we may have from time to time, if you elect to pay any fees or other amounts via ACH transfers from your designated bank account, you hereby authorize us to electronically withdraw from your designated bank account via ACH for such amounts, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your profile or by contacting customer support. You understand that we require at least three (3) business day's prior notice in order to cancel your authorization for ACH transfers contained in this Section. You must notify us of any change in your designated bank account's information at least five (5) business days before any such change by updating your bank account information in your profile or by contacting customer support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section. However, we assume no responsibility for our failure to do so.
Your License to the Services
Subject to your payment of applicable fees and continued compliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access the Services as authorized in these Terms. Except for the limited license to access the Services identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring to you, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property belonging to us, our third-party service providers or any other third party, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.
Restrictions On Use
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
distribute the Services for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the Services by way of the press or media or through any commercial network, cable or satellite system;
create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Services in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;
permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights belonging to us or our licensors or allow any third party to access the Services;
prob, scan or test the vulnerability of the Services and any system or network;
breach or otherwise circumvent any security or authentication measures;
send or post information that involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other forms of solicitation;
access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;
access, search, or create accounts for the Services by any means other than our publicly supported interfaces;
circumvent storage space, usage, or transaction limits for improper means, including attempting to circumvent our fees;
promote, advertise or sell products or services other than your own without appropriate authorization;
promote, advertise or sell any weapons, drugs or illegal products or services;
engage in any false, deceptive or misleading marketing and advertising practices;
publish, upload or share materials or Content that are abusive, defamatory, harmful, hateful, inaccurate, threatening, pornographic, infringing, vulgar, unlawful, obscene or indecent, or that contain extreme acts of violence or terrorist activity;
advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
harass or abuse our personnel or representatives or agents performing services on our behalf;
storing, publishing or sharing material that is fraudulent, defamatory, or misleading;
violate the privacy or infringe the rights of others; or
violate the law in any way;
interfere with, disrupt or otherwise adversely impact the use of the Services by any other individual or entity.
License Grant to Your Content
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
Suspension of Transactions and Services
Except for your non-public personal information, you hereby grant to us the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to use, display, reproduce and store any Content or other information you provide on or through the Services or which is sent to us by email or other correspondence. We shall not be obligated to provide you compensation of any sort for such license. We are not subject to any obligations of confidentiality regarding any such Content or information unless specifically agreed to by us in writing or required by law. You represent and warrant that you have the right to grant the license set out above.
Third-Party Services
Our Services may contain links to or the ability to share information or integrate with third party sites or services (collectively, the “Third-Party Services”). We do not assume responsibility for the quality, accuracy, quality, reliability, functionality or appropriateness of the products and services, information, data, opinions, advice or statements contained at such Third-Party Services, and when you access such Third-Party Services, you are doing so at your own risk. In providing links to the other Third-Party Services, we are in no way acting as a publisher or disseminator of the material contained on those other Third-Party Services and does not seek to monitor or control such Third-Party Services. A link to other Third-Party Services should not be construed to mean that we are affiliated or associated with same. We do not recommend or endorse any of the content, including without limitation any hyperlinks to, or content found, on other Third-Party Services. The mention of another party or its product or service on this website should not be construed as an endorsement of that party or its product or service. We will not be responsible for any damages you or any third party may suffer because of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize us to make, or for any errors or any changes made to any transmitted, stored or received information.
Endorsements
Notwithstanding any other provision of these Terms, you represent and warrant that you will comply with all laws and regulations regarding endorsements or testimonials made by you in any Content, including that you will (i) make only accurate statements that represent your genuine experience with any product, good or service and (ii) make all required disclosures pursuant to the Federal Trade Commission's (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising, as such Guides may be amended from time-to-time by the Federal Trade Commission. Follow this link here for further information on complying with the FTC's guidance.
Interactions with Other Users
You are solely responsible for your interactions with other users of the Services, and you agree to take all reasonable precautions in all interactions with other users. You understand that we do not conduct screenings of our users of any kind. We also do not conduct criminal background, credit, business or identity verification checks on our users or attempt to verify the statements of our users. We make no representations or warranties as to the conduct of any of our users.
Feedback
If you or any of your employees or Authorized Users sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, without any attribution or compensation to any party, although we are not required to use any Feedback.
Beta Services
You may choose to use Services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings (“Beta Services”) in your sole discretion. If you choose to use any Beta Services, you acknowledge and agree that: (a) Beta Services may not be supported and may be changed at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (d) WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK. In exchange for using Beta Services, you acknowledge and agree that we may contact you or your Authorized Users to obtain feedback regarding Beta Services. Beta Services are confidential until officially launched by us. You agree to take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures you take to protect your own confidential information of a similar nature. You agree not to disclose information regarding Beta Services to any third parties and will keep new features and functionality confidential until officially launched by us. You may disclose information regarding Beta Services to the extent required by law or regulation if you give us reasonable advance written notice, to the extent permitted, so we can seek to prevent or limit the disclosure.
Indemnity
You may choose to use Services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings (“Beta Services”) in your sole discretion. If you choose to use any Beta Services, you acknowledge and agree that: (a) Beta Services may not be supported and may be changed at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (d) WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK. In exchange for using Beta Services, you acknowledge and agree that we may contact you or your Authorized Users to obtain feedback regarding Beta Services. Beta Services are confidential until officially launched by us. You agree to take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures you take to protect your own confidential information of a similar nature. You agree not to disclose information regarding Beta Services to any third parties and will keep new features and functionality confidential until officially launched by us. You may disclose information regarding Beta Services to the extent required by law or regulation if you give us reasonable advance written notice, to the extent permitted, so we can seek to prevent or limit the disclosure.
Limitations on Liability and Disclaimers.
NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
NO SPECIAL DAMAGES. IN NO EVENT WILL WE, OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF WE OR ANY OF OUR LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
ADDITIONAL LIMITATION. IN NO EVENT WILL WE, OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES, INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THE SERVICES; ANY OTHER WEBSITE ACCESSED TO OR FROM THE SERVICES; OR EVENTS BEYOND OUR REASONABLE CONTROL, EVEN IF WE OR ANY OF OUR LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
AGGREGATE LIABILITY. IN NO CASE WILL OUR, OUR AFFILIATES', AGENTS', LICENSORS', SUPPLIERS' AND OUR AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) ARISING UNDER OR RELATING TO THE SERVICES BE MORE THAN THE VALUE OF THE FEES ACTUALLY PAID TO US BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
Term and Termination
We may, at any time and in our sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.
At any time and in our sole discretion, without prior notice, and without any liability to you, we may (i) cancel or deactivate your account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason. We are under no obligations to disclose our reason for any termination or suspension of the Services to you or generally.
In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all fees and amounts payable to us by you shall immediately become due, (ii) we may delete any of your user data without any liability to you, provided that we also reserve the right to retain your user data for seven (7) years following termination; and (iii) we may cancel any open order, trades, or transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services. We reserve the right to retain aggregated anonymized user data for longer to improve Services, prevent fraud and produce aggregated statistics.
The provisions of these Terms relating to indemnification, our limitations of liability and disclaimers, your warranties and any other provisions which by their terms should reasonably survive termination, shall survive termination of the Services or this Agreement.
Separate Agreement
From time to time, we may enter into separate agreements to govern your use of the Services (for example, enterprise-level customers). Except otherwise replaced by the terms of such separate agreements, these Terms shall govern and control with respect your use of the Services.
Notices
We may provide you with notices in any of the following methods: (1) via the Services, including by a banner or pop-up within the applicable Site, Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number, SMS or text message or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If we choose to notify you through electronic communication, you agree to receive such communications, including but not limited to our applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.
Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.
Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration. The location of the arbitration will be determined by us to be in either (i) the state of your residence or (ii) the county and state of our chosen legal counsel at the time of the dispute. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Disputes will not be resolved in any other forum or venue.You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of AAA, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded. Notwithstanding any other rules, no arbitration proceeding brought against us will be consolidated with any other arbitration proceeding without our written consent. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which we maintain our principal office at the time the award is rendered, in the county and state where we are organized or incorporated or in any other court having jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who did not prevail.
NOTICE: BOTH YOU AND SHOWDAY ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS ARBITRATION AGREEMENT, BOTH YOU AND SHOWDAY ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. BY AGREEING TO ARBITRATION, YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW.THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE, AND THUS TO THE EXTENT APPLICABLE, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. BOTH YOU AND SHOWDAY CONFIRM THAT OUR RESPECTIVE AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
Governing law
This Agreement shall be governed pursuant to the laws of the State of Delaware, USA, without regard to principles of conflict of laws. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in Delaware. You waive any objection to venue and to submit to personal jurisdiction in any such courts.
Interpretation
The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.
Entire Agreement
This Agreement as it may be amended from time to time in accordance with these Terms, and all other legal notices and policies on this website, constitutes the entire agreement between you and us with respect to the use of the Services.
Amendment and Waiver
We reserve the right, in our discretion, to amend this Agreement at any time by posting amendments on this website. You are responsible for periodically reviewing the amendments on this website, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this website. Access to this website or use of this website after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on us unless executed by us in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Severability
Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
Inurement
This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
Assignment
You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion. Any actual or attempted assignment hereof by you contrary to the terms of this Agreement shall be null and void. We may, at our discretion, assign some or all our rights or obligations to a third party, without your consent or approval. If we are acquired by, sold to, or merged with a third-party entity, we reserve the right to transfer or assign all your user data as part of such merger, acquisition, sale, or change of control.
Support.
Please direct questions, complaints, or issues to ciao@showday.io.
Hours of support are Mon to Fri 9:00 am—5:00 pm EST.
Showday Terms of Service
Welcome to showday.io (the “Site”), which is owned and operated by Live On Air, Inc., and our affiliated entities dba Showday (“Showday”, “we” or “us”). We are excited to provide a platform where businesses can market their brands and products through captivating videos and engage with their audience.
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS BY USING OUR SERVICES. These terms of use (this “Agreement” or these “Terms”) form a binding agreement between you as a user of the Services (defined below), including as a creator, editor, streamer, business user, and uploader of Content (defined below) on, to or via the Services (“collectively, “user,” you” or “your”) and us and shall be the equivalent of a written paper agreement between you and us. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below. By installing or otherwise accessing or using any of the Services (defined below), you agree that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.
These Terms apply to your use of our services and software provided on our Site, our mobile applications (the “App”), any services, content, communications, and product features relating to the Site and the App (collectively with the Site and the App, the “Services”).
NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 23 BELOW BEFORE DOWNLOADING OR USING OUR SERVICES.
We reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms of Service, you must immediately stop using our services,
Services
Our Services include many features, among them the ability for users to create and edit videos and embed and live-stream such videos to their websites and social media channels and integration with e-commerce solutions. Our Services also provide users with certain chat, polling and e-commerce features to interact with existing and potential customers and sell products. Subject to the terms of this Agreement, you are responsible for your use of the Services, and for any information, content, videos, reports, data, databases, graphics, interfaces, web pages, Text, files, software, product names, company names, trademarks, logos and trade-names (collectively, the “Content”) you upload, post to or use in connection with the Services, any Content you access from the Services, and for any consequences thereof. You acknowledge and agree that we may modify, update, and otherwise change the Services at any time in our sole discretion.
Privacy
By accessing or using the Services, you intend to and expressly agree to be bound by all the terms and conditions of this Agreement and our Privacy Policy (available at showday.io/privacy (the “Privacy Policy”), which is incorporated herein by reference. If you do not agree to these terms and conditions, you may not use the Services. Any information that you provide to us is subject to the Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use of your information as set forth in the Privacy Policy.
Accounts
Our Services include many features, among them the ability for users to create and edit videos and embed and live-stream such videos to their websites and social media channels and integration with e-commerce solutions. Our Services also provide users with certain chat, polling and e-commerce features to interact with existing and potential customers and sell products. Subject to the terms of this Agreement, you are responsible for your use of the Services, and for any information, content, videos, reports, data, databases, graphics, interfaces, web pages, Text, files, software, product names, company names, trademarks, logos and trade-names (collectively, the “Content”) you upload, post to or use in connection with the Services, any Content you access from the Services, and for any consequences thereof. You acknowledge and agree that we may modify, update, and otherwise change the Services at any time in our sole discretion.
Eligibility
You may provide access to the Services to other users within your organization as authorized by us and/or by your subscription level to our Services in place from time to time (each, an “Authorized User”). You are solely responsible for Authorized User activities and interaction with the Services. You agree to ensure all Authorized Users are aware of all restrictions of use in these Terms, the Privacy Policy, and any other rules or requirements applicable to the Services. You agree to cause Authorized Users to comply with such provisions. You are solely responsible for all actions taken by and interactions with Authorized Users, including providing any disclosures governing an Authorized User's interaction with the Services, and any applicable Privacy Policy or further obligations required by us or any applicable law. Any obligation imposed on you by these Terms shall be applicable to you and to any Authorized User.
By using our Services, you represent and warrant that you and each Authorized User:
If an individual, are at least 18 years old;
Are legally qualified to enter a binding contract with us;
Are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;
Are not on any list of individuals prohibited from conducting business with the United States;
Are not prohibited by law from using our Services;
Do not have more than one account on our Services;and
Have not previously been removed from our Services by us, unless you have our express written permission to create a new account.
If at any time you cease to meet these requirements, you shall immediately cease use or access of the Services and we reserve the right to delete your account with us, to revoke all credentials held by you and any of your Authorized Users and to delete all Content uploaded by you to our Services.
Ownership of Submitted Content.
The Services may allow you from time to time to upload Content and permit the hosting, sharing, uploading or publishing of Content. You have sole responsibility for all Content uploaded to the Services by you. We are not responsible and make no representation or warranty concerning any Content uploaded to the Services by any third party. We reserve the right to impose restrictions on the Content you upload, including, but not limited to, the amount of Content that can be uploaded and the length or expiry period for Content. You shall be solely responsible for the Content you submit and the consequences of our posting, display, distribution, or publishing of such Content. In connection with any Content you or any of your Authorized Users submit, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content to enable inclusion and use of the Content in the manner contemplated by these Terms; and (ii) you have the written consent, release, or permission to use the name, image, or likeness of each individual identified in the Content.
In connection with Content, you further agree that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us the necessarily rights granted in these Terms. You agree to defend, indemnify, and hold us harmless for all damage or liability we incur because of your violation of this Section.
Compliance with Laws
You agree to use the Services only for lawful purposes, and to conduct your business and any transaction that uses the Services, in accordance with all applicable laws and regulations, including those relating to taxes, banking, advertising and marketing, money laundering, securities and counter terrorism. You will not use the Services for any fraudulent or illegal activity.
Fees
We make money by charging fees for use of the Services. We charge users a tiered monthly fee and a percentage of the sales of products sold through use of our Services. The amount of our fees charged may be disclosed on your profile page or the appropriate page on our Site or App summarizing the transaction and requiring your authorization before proceeding or through a separate written agreement with you. By using the Services, you agree that we may automatically switch you to the appropriate tiered plan based on your usage and that you shall pay all fees associated with such switch. The terms of such tier switching will be disclosed to you on the appropriate page on our Site or App. We may also charge users separately for administrative, management and other services, as disclosed to you from time to time. By using our Services, you agree to pay all fees on the timing and terms as agreed to between you and us. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust our pricing and fees at any time. We do not provide any refunds of fees paid.
Payment
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
Authorization of ACH and Other Transactions
To the extent permitted by us in our sole discretion, you may pay any fees owed to us from your designated bank account. Subject to any eligibility requirements we may have from time to time, if you elect to pay any fees or other amounts via ACH transfers from your designated bank account, you hereby authorize us to electronically withdraw from your designated bank account via ACH for such amounts, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your profile or by contacting customer support. You understand that we require at least three (3) business day's prior notice in order to cancel your authorization for ACH transfers contained in this Section. You must notify us of any change in your designated bank account's information at least five (5) business days before any such change by updating your bank account information in your profile or by contacting customer support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section. However, we assume no responsibility for our failure to do so.
Your License to the Services
Subject to your payment of applicable fees and continued compliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access the Services as authorized in these Terms. Except for the limited license to access the Services identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring to you, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property belonging to us, our third-party service providers or any other third party, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.
Restrictions On Use
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
distribute the Services for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the Services by way of the press or media or through any commercial network, cable or satellite system;
create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Services in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;
permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights belonging to us or our licensors or allow any third party to access the Services;
prob, scan or test the vulnerability of the Services and any system or network;
breach or otherwise circumvent any security or authentication measures;
send or post information that involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other forms of solicitation;
access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;
access, search, or create accounts for the Services by any means other than our publicly supported interfaces;
circumvent storage space, usage, or transaction limits for improper means, including attempting to circumvent our fees;
promote, advertise or sell products or services other than your own without appropriate authorization;
promote, advertise or sell any weapons, drugs or illegal products or services;
engage in any false, deceptive or misleading marketing and advertising practices;
publish, upload or share materials or Content that are abusive, defamatory, harmful, hateful, inaccurate, threatening, pornographic, infringing, vulgar, unlawful, obscene or indecent, or that contain extreme acts of violence or terrorist activity;
advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
harass or abuse our personnel or representatives or agents performing services on our behalf;
storing, publishing or sharing material that is fraudulent, defamatory, or misleading;
violate the privacy or infringe the rights of others; or
violate the law in any way;
interfere with, disrupt or otherwise adversely impact the use of the Services by any other individual or entity.
License Grant to Your Content
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
Suspension of Transactions and Services
Except for your non-public personal information, you hereby grant to us the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to use, display, reproduce and store any Content or other information you provide on or through the Services or which is sent to us by email or other correspondence. We shall not be obligated to provide you compensation of any sort for such license. We are not subject to any obligations of confidentiality regarding any such Content or information unless specifically agreed to by us in writing or required by law. You represent and warrant that you have the right to grant the license set out above.
Third-Party Services
Our Services may contain links to or the ability to share information or integrate with third party sites or services (collectively, the “Third-Party Services”). We do not assume responsibility for the quality, accuracy, quality, reliability, functionality or appropriateness of the products and services, information, data, opinions, advice or statements contained at such Third-Party Services, and when you access such Third-Party Services, you are doing so at your own risk. In providing links to the other Third-Party Services, we are in no way acting as a publisher or disseminator of the material contained on those other Third-Party Services and does not seek to monitor or control such Third-Party Services. A link to other Third-Party Services should not be construed to mean that we are affiliated or associated with same. We do not recommend or endorse any of the content, including without limitation any hyperlinks to, or content found, on other Third-Party Services. The mention of another party or its product or service on this website should not be construed as an endorsement of that party or its product or service. We will not be responsible for any damages you or any third party may suffer because of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize us to make, or for any errors or any changes made to any transmitted, stored or received information.
Endorsements
Notwithstanding any other provision of these Terms, you represent and warrant that you will comply with all laws and regulations regarding endorsements or testimonials made by you in any Content, including that you will (i) make only accurate statements that represent your genuine experience with any product, good or service and (ii) make all required disclosures pursuant to the Federal Trade Commission's (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising, as such Guides may be amended from time-to-time by the Federal Trade Commission. Follow this link here for further information on complying with the FTC's guidance.
Interactions with Other Users
You are solely responsible for your interactions with other users of the Services, and you agree to take all reasonable precautions in all interactions with other users. You understand that we do not conduct screenings of our users of any kind. We also do not conduct criminal background, credit, business or identity verification checks on our users or attempt to verify the statements of our users. We make no representations or warranties as to the conduct of any of our users.
Feedback
If you or any of your employees or Authorized Users sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, without any attribution or compensation to any party, although we are not required to use any Feedback.
Beta Services
You may choose to use Services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings (“Beta Services”) in your sole discretion. If you choose to use any Beta Services, you acknowledge and agree that: (a) Beta Services may not be supported and may be changed at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (d) WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK. In exchange for using Beta Services, you acknowledge and agree that we may contact you or your Authorized Users to obtain feedback regarding Beta Services. Beta Services are confidential until officially launched by us. You agree to take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures you take to protect your own confidential information of a similar nature. You agree not to disclose information regarding Beta Services to any third parties and will keep new features and functionality confidential until officially launched by us. You may disclose information regarding Beta Services to the extent required by law or regulation if you give us reasonable advance written notice, to the extent permitted, so we can seek to prevent or limit the disclosure.
Indemnity
You may choose to use Services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings (“Beta Services”) in your sole discretion. If you choose to use any Beta Services, you acknowledge and agree that: (a) Beta Services may not be supported and may be changed at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (d) WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK. In exchange for using Beta Services, you acknowledge and agree that we may contact you or your Authorized Users to obtain feedback regarding Beta Services. Beta Services are confidential until officially launched by us. You agree to take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures you take to protect your own confidential information of a similar nature. You agree not to disclose information regarding Beta Services to any third parties and will keep new features and functionality confidential until officially launched by us. You may disclose information regarding Beta Services to the extent required by law or regulation if you give us reasonable advance written notice, to the extent permitted, so we can seek to prevent or limit the disclosure.
Limitations on Liability and Disclaimers.
NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
NO SPECIAL DAMAGES. IN NO EVENT WILL WE, OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF WE OR ANY OF OUR LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
ADDITIONAL LIMITATION. IN NO EVENT WILL WE, OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES, INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THE SERVICES; ANY OTHER WEBSITE ACCESSED TO OR FROM THE SERVICES; OR EVENTS BEYOND OUR REASONABLE CONTROL, EVEN IF WE OR ANY OF OUR LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
AGGREGATE LIABILITY. IN NO CASE WILL OUR, OUR AFFILIATES', AGENTS', LICENSORS', SUPPLIERS' AND OUR AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) ARISING UNDER OR RELATING TO THE SERVICES BE MORE THAN THE VALUE OF THE FEES ACTUALLY PAID TO US BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
Term and Termination
We may, at any time and in our sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.
At any time and in our sole discretion, without prior notice, and without any liability to you, we may (i) cancel or deactivate your account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason. We are under no obligations to disclose our reason for any termination or suspension of the Services to you or generally.
In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all fees and amounts payable to us by you shall immediately become due, (ii) we may delete any of your user data without any liability to you, provided that we also reserve the right to retain your user data for seven (7) years following termination; and (iii) we may cancel any open order, trades, or transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services. We reserve the right to retain aggregated anonymized user data for longer to improve Services, prevent fraud and produce aggregated statistics.
The provisions of these Terms relating to indemnification, our limitations of liability and disclaimers, your warranties and any other provisions which by their terms should reasonably survive termination, shall survive termination of the Services or this Agreement.
Separate Agreement
From time to time, we may enter into separate agreements to govern your use of the Services (for example, enterprise-level customers). Except otherwise replaced by the terms of such separate agreements, these Terms shall govern and control with respect your use of the Services.
Notices
We may provide you with notices in any of the following methods: (1) via the Services, including by a banner or pop-up within the applicable Site, Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number, SMS or text message or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If we choose to notify you through electronic communication, you agree to receive such communications, including but not limited to our applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.
Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.
Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration. The location of the arbitration will be determined by us to be in either (i) the state of your residence or (ii) the county and state of our chosen legal counsel at the time of the dispute. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Disputes will not be resolved in any other forum or venue.You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of AAA, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded. Notwithstanding any other rules, no arbitration proceeding brought against us will be consolidated with any other arbitration proceeding without our written consent. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which we maintain our principal office at the time the award is rendered, in the county and state where we are organized or incorporated or in any other court having jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who did not prevail.
NOTICE: BOTH YOU AND SHOWDAY ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS ARBITRATION AGREEMENT, BOTH YOU AND SHOWDAY ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. BY AGREEING TO ARBITRATION, YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW.THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE, AND THUS TO THE EXTENT APPLICABLE, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. BOTH YOU AND SHOWDAY CONFIRM THAT OUR RESPECTIVE AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
Governing law
This Agreement shall be governed pursuant to the laws of the State of Delaware, USA, without regard to principles of conflict of laws. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in Delaware. You waive any objection to venue and to submit to personal jurisdiction in any such courts.
Interpretation
The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.
Entire Agreement
This Agreement as it may be amended from time to time in accordance with these Terms, and all other legal notices and policies on this website, constitutes the entire agreement between you and us with respect to the use of the Services.
Amendment and Waiver
We reserve the right, in our discretion, to amend this Agreement at any time by posting amendments on this website. You are responsible for periodically reviewing the amendments on this website, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this website. Access to this website or use of this website after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on us unless executed by us in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Severability
Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
Inurement
This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
Assignment
You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion. Any actual or attempted assignment hereof by you contrary to the terms of this Agreement shall be null and void. We may, at our discretion, assign some or all our rights or obligations to a third party, without your consent or approval. If we are acquired by, sold to, or merged with a third-party entity, we reserve the right to transfer or assign all your user data as part of such merger, acquisition, sale, or change of control.
Support.
Please direct questions, complaints, or issues to ciao@showday.io.
Hours of support are Mon to Fri 9:00 am—5:00 pm EST.
Showday Terms of Service
Welcome to showday.io (the “Site”), which is owned and operated by Live On Air, Inc., and our affiliated entities dba Showday (“Showday”, “we” or “us”). We are excited to provide a platform where businesses can market their brands and products through captivating videos and engage with their audience.
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS BY USING OUR SERVICES. These terms of use (this “Agreement” or these “Terms”) form a binding agreement between you as a user of the Services (defined below), including as a creator, editor, streamer, business user, and uploader of Content (defined below) on, to or via the Services (“collectively, “user,” you” or “your”) and us and shall be the equivalent of a written paper agreement between you and us. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below. By installing or otherwise accessing or using any of the Services (defined below), you agree that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.
These Terms apply to your use of our services and software provided on our Site, our mobile applications (the “App”), any services, content, communications, and product features relating to the Site and the App (collectively with the Site and the App, the “Services”).
NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 23 BELOW BEFORE DOWNLOADING OR USING OUR SERVICES.
We reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms of Service, you must immediately stop using our services,
Services
Our Services include many features, among them the ability for users to create and edit videos and embed and live-stream such videos to their websites and social media channels and integration with e-commerce solutions. Our Services also provide users with certain chat, polling and e-commerce features to interact with existing and potential customers and sell products. Subject to the terms of this Agreement, you are responsible for your use of the Services, and for any information, content, videos, reports, data, databases, graphics, interfaces, web pages, Text, files, software, product names, company names, trademarks, logos and trade-names (collectively, the “Content”) you upload, post to or use in connection with the Services, any Content you access from the Services, and for any consequences thereof. You acknowledge and agree that we may modify, update, and otherwise change the Services at any time in our sole discretion.
Privacy
By accessing or using the Services, you intend to and expressly agree to be bound by all the terms and conditions of this Agreement and our Privacy Policy (available at showday.io/privacy (the “Privacy Policy”), which is incorporated herein by reference. If you do not agree to these terms and conditions, you may not use the Services. Any information that you provide to us is subject to the Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use of your information as set forth in the Privacy Policy.
Accounts
Our Services include many features, among them the ability for users to create and edit videos and embed and live-stream such videos to their websites and social media channels and integration with e-commerce solutions. Our Services also provide users with certain chat, polling and e-commerce features to interact with existing and potential customers and sell products. Subject to the terms of this Agreement, you are responsible for your use of the Services, and for any information, content, videos, reports, data, databases, graphics, interfaces, web pages, Text, files, software, product names, company names, trademarks, logos and trade-names (collectively, the “Content”) you upload, post to or use in connection with the Services, any Content you access from the Services, and for any consequences thereof. You acknowledge and agree that we may modify, update, and otherwise change the Services at any time in our sole discretion.
Eligibility
You may provide access to the Services to other users within your organization as authorized by us and/or by your subscription level to our Services in place from time to time (each, an “Authorized User”). You are solely responsible for Authorized User activities and interaction with the Services. You agree to ensure all Authorized Users are aware of all restrictions of use in these Terms, the Privacy Policy, and any other rules or requirements applicable to the Services. You agree to cause Authorized Users to comply with such provisions. You are solely responsible for all actions taken by and interactions with Authorized Users, including providing any disclosures governing an Authorized User's interaction with the Services, and any applicable Privacy Policy or further obligations required by us or any applicable law. Any obligation imposed on you by these Terms shall be applicable to you and to any Authorized User.
By using our Services, you represent and warrant that you and each Authorized User:
If an individual, are at least 18 years old;
Are legally qualified to enter a binding contract with us;
Are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;
Are not on any list of individuals prohibited from conducting business with the United States;
Are not prohibited by law from using our Services;
Do not have more than one account on our Services;and
Have not previously been removed from our Services by us, unless you have our express written permission to create a new account.
If at any time you cease to meet these requirements, you shall immediately cease use or access of the Services and we reserve the right to delete your account with us, to revoke all credentials held by you and any of your Authorized Users and to delete all Content uploaded by you to our Services.
Ownership of Submitted Content.
The Services may allow you from time to time to upload Content and permit the hosting, sharing, uploading or publishing of Content. You have sole responsibility for all Content uploaded to the Services by you. We are not responsible and make no representation or warranty concerning any Content uploaded to the Services by any third party. We reserve the right to impose restrictions on the Content you upload, including, but not limited to, the amount of Content that can be uploaded and the length or expiry period for Content. You shall be solely responsible for the Content you submit and the consequences of our posting, display, distribution, or publishing of such Content. In connection with any Content you or any of your Authorized Users submit, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content to enable inclusion and use of the Content in the manner contemplated by these Terms; and (ii) you have the written consent, release, or permission to use the name, image, or likeness of each individual identified in the Content.
In connection with Content, you further agree that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us the necessarily rights granted in these Terms. You agree to defend, indemnify, and hold us harmless for all damage or liability we incur because of your violation of this Section.
Compliance with Laws
You agree to use the Services only for lawful purposes, and to conduct your business and any transaction that uses the Services, in accordance with all applicable laws and regulations, including those relating to taxes, banking, advertising and marketing, money laundering, securities and counter terrorism. You will not use the Services for any fraudulent or illegal activity.
Fees
We make money by charging fees for use of the Services. We charge users a tiered monthly fee and a percentage of the sales of products sold through use of our Services. The amount of our fees charged may be disclosed on your profile page or the appropriate page on our Site or App summarizing the transaction and requiring your authorization before proceeding or through a separate written agreement with you. By using the Services, you agree that we may automatically switch you to the appropriate tiered plan based on your usage and that you shall pay all fees associated with such switch. The terms of such tier switching will be disclosed to you on the appropriate page on our Site or App. We may also charge users separately for administrative, management and other services, as disclosed to you from time to time. By using our Services, you agree to pay all fees on the timing and terms as agreed to between you and us. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust our pricing and fees at any time. We do not provide any refunds of fees paid.
Payment
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
Authorization of ACH and Other Transactions
To the extent permitted by us in our sole discretion, you may pay any fees owed to us from your designated bank account. Subject to any eligibility requirements we may have from time to time, if you elect to pay any fees or other amounts via ACH transfers from your designated bank account, you hereby authorize us to electronically withdraw from your designated bank account via ACH for such amounts, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your profile or by contacting customer support. You understand that we require at least three (3) business day's prior notice in order to cancel your authorization for ACH transfers contained in this Section. You must notify us of any change in your designated bank account's information at least five (5) business days before any such change by updating your bank account information in your profile or by contacting customer support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section. However, we assume no responsibility for our failure to do so.
Your License to the Services
Subject to your payment of applicable fees and continued compliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access the Services as authorized in these Terms. Except for the limited license to access the Services identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring to you, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property belonging to us, our third-party service providers or any other third party, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.
Restrictions On Use
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
distribute the Services for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the Services by way of the press or media or through any commercial network, cable or satellite system;
create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Services in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;
permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights belonging to us or our licensors or allow any third party to access the Services;
prob, scan or test the vulnerability of the Services and any system or network;
breach or otherwise circumvent any security or authentication measures;
send or post information that involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other forms of solicitation;
access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;
access, search, or create accounts for the Services by any means other than our publicly supported interfaces;
circumvent storage space, usage, or transaction limits for improper means, including attempting to circumvent our fees;
promote, advertise or sell products or services other than your own without appropriate authorization;
promote, advertise or sell any weapons, drugs or illegal products or services;
engage in any false, deceptive or misleading marketing and advertising practices;
publish, upload or share materials or Content that are abusive, defamatory, harmful, hateful, inaccurate, threatening, pornographic, infringing, vulgar, unlawful, obscene or indecent, or that contain extreme acts of violence or terrorist activity;
advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
harass or abuse our personnel or representatives or agents performing services on our behalf;
storing, publishing or sharing material that is fraudulent, defamatory, or misleading;
violate the privacy or infringe the rights of others; or
violate the law in any way;
interfere with, disrupt or otherwise adversely impact the use of the Services by any other individual or entity.
License Grant to Your Content
You will pay all monthly subscription, percentage of sales and other fees applicable to your tiered plan. You must keep a valid payment method on file with us or a third-party payment provider for all incurred and recurring fees. You agree that we or our third-party payment provider will charge all applicable fees to any valid payment method you authorize and will continue to make such charges for applicable fees until the Services are terminated and all outstanding fees are paid in full. Unless indicated otherwise, all fees are in U.S. dollars and payments will be made in same. You are responsible for all applicable sales and other taxes that arise from or as a result of your use or purchase of the Services.
Suspension of Transactions and Services
Except for your non-public personal information, you hereby grant to us the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to use, display, reproduce and store any Content or other information you provide on or through the Services or which is sent to us by email or other correspondence. We shall not be obligated to provide you compensation of any sort for such license. We are not subject to any obligations of confidentiality regarding any such Content or information unless specifically agreed to by us in writing or required by law. You represent and warrant that you have the right to grant the license set out above.
Third-Party Services
Our Services may contain links to or the ability to share information or integrate with third party sites or services (collectively, the “Third-Party Services”). We do not assume responsibility for the quality, accuracy, quality, reliability, functionality or appropriateness of the products and services, information, data, opinions, advice or statements contained at such Third-Party Services, and when you access such Third-Party Services, you are doing so at your own risk. In providing links to the other Third-Party Services, we are in no way acting as a publisher or disseminator of the material contained on those other Third-Party Services and does not seek to monitor or control such Third-Party Services. A link to other Third-Party Services should not be construed to mean that we are affiliated or associated with same. We do not recommend or endorse any of the content, including without limitation any hyperlinks to, or content found, on other Third-Party Services. The mention of another party or its product or service on this website should not be construed as an endorsement of that party or its product or service. We will not be responsible for any damages you or any third party may suffer because of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize us to make, or for any errors or any changes made to any transmitted, stored or received information.
Endorsements
Notwithstanding any other provision of these Terms, you represent and warrant that you will comply with all laws and regulations regarding endorsements or testimonials made by you in any Content, including that you will (i) make only accurate statements that represent your genuine experience with any product, good or service and (ii) make all required disclosures pursuant to the Federal Trade Commission's (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising, as such Guides may be amended from time-to-time by the Federal Trade Commission. Follow this link here for further information on complying with the FTC's guidance.
Interactions with Other Users
You are solely responsible for your interactions with other users of the Services, and you agree to take all reasonable precautions in all interactions with other users. You understand that we do not conduct screenings of our users of any kind. We also do not conduct criminal background, credit, business or identity verification checks on our users or attempt to verify the statements of our users. We make no representations or warranties as to the conduct of any of our users.
Feedback
If you or any of your employees or Authorized Users sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, without any attribution or compensation to any party, although we are not required to use any Feedback.
Beta Services
You may choose to use Services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings (“Beta Services”) in your sole discretion. If you choose to use any Beta Services, you acknowledge and agree that: (a) Beta Services may not be supported and may be changed at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (d) WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK. In exchange for using Beta Services, you acknowledge and agree that we may contact you or your Authorized Users to obtain feedback regarding Beta Services. Beta Services are confidential until officially launched by us. You agree to take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures you take to protect your own confidential information of a similar nature. You agree not to disclose information regarding Beta Services to any third parties and will keep new features and functionality confidential until officially launched by us. You may disclose information regarding Beta Services to the extent required by law or regulation if you give us reasonable advance written notice, to the extent permitted, so we can seek to prevent or limit the disclosure.
Indemnity
You may choose to use Services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings (“Beta Services”) in your sole discretion. If you choose to use any Beta Services, you acknowledge and agree that: (a) Beta Services may not be supported and may be changed at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (d) WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK. In exchange for using Beta Services, you acknowledge and agree that we may contact you or your Authorized Users to obtain feedback regarding Beta Services. Beta Services are confidential until officially launched by us. You agree to take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures you take to protect your own confidential information of a similar nature. You agree not to disclose information regarding Beta Services to any third parties and will keep new features and functionality confidential until officially launched by us. You may disclose information regarding Beta Services to the extent required by law or regulation if you give us reasonable advance written notice, to the extent permitted, so we can seek to prevent or limit the disclosure.
Limitations on Liability and Disclaimers.
NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
NO SPECIAL DAMAGES. IN NO EVENT WILL WE, OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF WE OR ANY OF OUR LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
ADDITIONAL LIMITATION. IN NO EVENT WILL WE, OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES, INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THE SERVICES; ANY OTHER WEBSITE ACCESSED TO OR FROM THE SERVICES; OR EVENTS BEYOND OUR REASONABLE CONTROL, EVEN IF WE OR ANY OF OUR LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
AGGREGATE LIABILITY. IN NO CASE WILL OUR, OUR AFFILIATES', AGENTS', LICENSORS', SUPPLIERS' AND OUR AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) ARISING UNDER OR RELATING TO THE SERVICES BE MORE THAN THE VALUE OF THE FEES ACTUALLY PAID TO US BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
Term and Termination
We may, at any time and in our sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.
At any time and in our sole discretion, without prior notice, and without any liability to you, we may (i) cancel or deactivate your account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason. We are under no obligations to disclose our reason for any termination or suspension of the Services to you or generally.
In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all fees and amounts payable to us by you shall immediately become due, (ii) we may delete any of your user data without any liability to you, provided that we also reserve the right to retain your user data for seven (7) years following termination; and (iii) we may cancel any open order, trades, or transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services. We reserve the right to retain aggregated anonymized user data for longer to improve Services, prevent fraud and produce aggregated statistics.
The provisions of these Terms relating to indemnification, our limitations of liability and disclaimers, your warranties and any other provisions which by their terms should reasonably survive termination, shall survive termination of the Services or this Agreement.
Separate Agreement
From time to time, we may enter into separate agreements to govern your use of the Services (for example, enterprise-level customers). Except otherwise replaced by the terms of such separate agreements, these Terms shall govern and control with respect your use of the Services.
Notices
We may provide you with notices in any of the following methods: (1) via the Services, including by a banner or pop-up within the applicable Site, Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number, SMS or text message or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If we choose to notify you through electronic communication, you agree to receive such communications, including but not limited to our applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.
Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.
Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration. The location of the arbitration will be determined by us to be in either (i) the state of your residence or (ii) the county and state of our chosen legal counsel at the time of the dispute. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Disputes will not be resolved in any other forum or venue.You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of AAA, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded. Notwithstanding any other rules, no arbitration proceeding brought against us will be consolidated with any other arbitration proceeding without our written consent. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which we maintain our principal office at the time the award is rendered, in the county and state where we are organized or incorporated or in any other court having jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who did not prevail.
NOTICE: BOTH YOU AND SHOWDAY ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS ARBITRATION AGREEMENT, BOTH YOU AND SHOWDAY ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. BY AGREEING TO ARBITRATION, YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW.THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE, AND THUS TO THE EXTENT APPLICABLE, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. BOTH YOU AND SHOWDAY CONFIRM THAT OUR RESPECTIVE AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
Governing law
This Agreement shall be governed pursuant to the laws of the State of Delaware, USA, without regard to principles of conflict of laws. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in Delaware. You waive any objection to venue and to submit to personal jurisdiction in any such courts.
Interpretation
The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.
Entire Agreement
This Agreement as it may be amended from time to time in accordance with these Terms, and all other legal notices and policies on this website, constitutes the entire agreement between you and us with respect to the use of the Services.
Amendment and Waiver
We reserve the right, in our discretion, to amend this Agreement at any time by posting amendments on this website. You are responsible for periodically reviewing the amendments on this website, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this website. Access to this website or use of this website after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on us unless executed by us in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Severability
Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
Inurement
This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
Assignment
You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion. Any actual or attempted assignment hereof by you contrary to the terms of this Agreement shall be null and void. We may, at our discretion, assign some or all our rights or obligations to a third party, without your consent or approval. If we are acquired by, sold to, or merged with a third-party entity, we reserve the right to transfer or assign all your user data as part of such merger, acquisition, sale, or change of control.
Support.
Please direct questions, complaints, or issues to ciao@showday.io.
Hours of support are Mon to Fri 9:00 am—5:00 pm EST.