Terms of Service
From Showit Desktop Manual
The following is the Terms of Service as included in Showit on 11/17/2009. Please refer to the Help menu and Terms of Service inside Showit for the most up to date terms.
Welcome to Showit. The following terms and conditions are applied to all Showit accounts.
DESCRIPTION OF SERVICE
Showit websites are a service provided by ShowitFast, Inc. ("Showit"). Showit provides subscribers with the Showit desktop application, online file storage and bandwidth for media included in the user's Showit website. Disk space and bandwidth are not unlimited (see PAYMENT TERMS below).
You must be at least 18 to use Showit.
Support will be handled through our software Support team.
Pornography, adult-related (aka nudity), and otherwise illegal content are not permitted on Showit. Showit reserves the right to remove content considered to fall under these categories.
Showit is built on the scaling power of Amazon Web services and we will do our best to make sure websites hosted with us will be live. We guarantee you will be happy with the reliability of our servers, but if you experience excessive downtime you can always cancel your account and receive a refund for the last month's payment.
Showitfast, Inc. reserves the right to revoke a Vanity URL for any reason, including but not limited to inappropriate URL names that do not represent who you are or the content of your website, a name that is the currently published business name and/or intellectual property rights of a current Showit Pro customer, any URL name that includes profanity or terms that could be interpreted to be derogatory in nature to a specific person or people group. Showitfast, Inc. does not allow the practice of masking domain names for Showit FREE and reserves the right to suspend or terminate any subscription masking a Vanity URL.
Showit reserves the right to charge additional fees to users who use more than 10 gigabytes of disk space and/or more than 100 gigabytes of bandwidth per month.
IMPORTANT! READ CAREFULLY: This End-User License and Service Agreement ("Agreement") is a legal agreement between ShowitFast, Inc. ("Showit") and you (either an individual or a single entity) as a user, for the use of the Showit software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (the "Product") and the access to the Showit service (the "Service"). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE SHOWIT PRODUCT AND/OR ACCESSING THE SERVICE. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT OR ACCESS THE SERVICE. Showit is only willing to grant you the rights and licenses contained in this Agreement if you obtained the Product from Showit or a Showit authorized distributor or reseller. If you obtained the Product from any other source you may not install or use the Product or access the Service.
1. Ownership. The Product is proprietary to Showit. The Product is licensed, not sold, to you notwithstanding any reference herein to "purchases". You acknowledge and agree that: (a) the Product is protected under U.S. copyright and other laws; (b) Showit and its licensors retain all copyrights and other intellectual property rights in the Product; (c) there are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Showit; (d) you acquire no ownership or other interest (other than your license rights) in or to the Product; and (e) Showit owns all copies of the Product, however made. You agree that you will not, at any time, contest anywhere in the world Showit's ownership of the Product, nor will you challenge the validity of Showit's rights in the Product. You have no rights hereunder to use any trademark or service mark belonging to Showit.
2. Grant of License and Scope of Use. Subject to all the terms and conditions of this Agreement, and in consideration of your payment of a subscription license fee to Showit, Showit hereby grants to you a limited, nonexclusive, nontransferable, nonsublicensable, perpetual license to install, use, access and display the Product to build a single website, subject to termination as provided in this Agreement. This Agreement defines your rights to the Product during the license term.
3. Service and Restrictions. For the sole purpose of using the Product, you are granted a limited non-exclusive, non-transferable, non-sublicensable, perpetual and royalty-free license to access the Service, subject to termination as provided in this Agreement. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password with any third parties or use your password for any unauthorized purpose. The functionality of the Service depends, among other things, on the availability of internet connectivity, net congestion and other factors. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction conducted on our site. Showit makes no warranties or guarantees as to the availability or reliability of the Service or the information provided to you or to any other user nor makes any commitment to provide you an on-going operational Service.
5. Limitations. You may not: (a) modify, adapt, alter, translate, or create derivative works of the Product or Service or merge the Product or Service with other software other than as described in the Product's accompanying documentation or as approved of in writing by Showit; (b) lease, rent or loan the Product or Service to any third party; (c) sublicense, distribute or otherwise transfer the Product or Service or any component thereof to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Product or Service; (e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of Showit and or its licensors on the Product or Service; (f) allow third parties to access or use the Product or Service such as in a time-sharing arrangement or operate the Product or Service as part of a service bureau or, otherwise for the use or benefit of third parties; (g) reproduce or use the Product or Service except as expressly authorized hereunder; or (h) disclose or publish performance benchmark results for the Product or Service. The rights granted under this Agreement apply only to this Product. You must procure a separate license to use other Showit software.
6. Protection of Your Computer. You understand that the Showit Product will use commercially reasonable efforts to protect the privacy and integrity of your computer resources. However, you acknowledge and agree that Showit cannot give any warranties in this respect.
7. Links to Third Party Sites. You may link to third party sites through the use of the Product and Service. The third party sites are not under the control of Showit, and Showit is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites.
8. Services; Updates; Product Changes. Showit is not required under this Agreement to provide any installation, training or other support services to you. Such services, if available, must be purchased separately. If, pursuant to a separate support agreement or otherwise, Showit provides you with a new release, error correction, update, upgrade or other modification to the Product, such modification will be deemed part of the Product, and subject to the terms of this Agreement, unless the modification is expressly provided subject to a separate license agreement. Showit reserves the right at any time not to release or to discontinue release of any Product and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Product. Support will be handled through Showit’s software Support department.
9. Limited Warranty. Showit warrants to you, the original purchaser and to no other party, that any physical media included with the Product, as and when provided to you, will be free of physical defects in materials and workmanship for a period of ninety (90) days. Your exclusive remedy and Showit's sole liability for breach of this warranty is that Showit will replace any defective media returned to Showit within the ninety (90) day warranty period. This warranty does not apply to damages resulting from misuse, abuse or neglect. Any replacement media will be warranted as above for the remainder of the original warranty period or twenty (20) days from the date we ship it to you, whichever is longer.
10. Warranty Disclaimer. EXCEPT FOR THE FOREGOING EXPRESS LIMITED WARRANTY, THE PRODUCT AND THE SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. SHOWIT AND ITS LICENSORS HEREBY EXCLUDE AND DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGMENT, TITLE, RESULTS, EFFORTS, OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE PRODUCT OR THE SERVICE WILL FUNCTION WITHOUT LOSS OR ALTERATION OF DATA. THERE IS NO WARRANTY THAT THE PRODUCT OR THE SERVICE WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. TO THE EXTENT THAT SHOWIT MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
11. Confidentiality. The Product (including its underlying source code), the Service and the terms of this Agreement contain confidential information of Showit. You agree to hold this information in confidence, not disclose it to any person, and not use it for any purpose other than the use and operation of the Product as permitted under this Agreement. These restrictions do not apply to any information which is or becomes (through no fault of yours) publicly available. If you are required by law or order of a court or other government authority to disclose Showit's confidential information, then you will immediately notify Showit as soon as possible, but in any event prior to the disclosure, and will cooperate with Showit, at its expense and request, in any lawful action to contest or limit the scope of such required disclosure.
12. LIMITATION OF LIABILITY. IN NO EVENT WILL SHOWIT AND ITS LICENSORS BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE PRODUCT OR THE SERVICE, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF SHOWIT AND ITS LICENSORS KNEW, SHOULD HAVE KNOWN OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHOWIT'S AND ITS LICENSORS' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS SECTION 12 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.
13. Termination. Without prejudice to any other rights, Showit may cancel this Agreement if you do not abide by the terms and conditions of this Agreement, in which case you must destroy all copies of the Product and discontinue access of the Service.
14. Export Restrictions. You acknowledge that the Product is of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
15. Restricted Rights Legend. Any software which is provided for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is ShowitFast, Inc.
16. Canadian Transactions. If you are subject to Canadian law, you agree to the following: The parties hereto have expressly required that the present License and its Exhibits be drawn up in the English language. / Les parties aux presentes ont expressement exige que la presente Convention et ses Annexes soient redigees en langue anglaise.
17. Governing Law; Venue and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable). Subject only to the provisions of Section 19, any legal action, suit or proceeding arising out of or relating to this Agreement must be instituted exclusively in a court of competent jurisdiction, federal or state, located within the State of California, and in no other venue. Each party further irrevocably consents to personal jurisdiction and venue in, and agrees to service of process issued or authorized by, any such court.
18. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this Agreement will remain in full force and effect.
19. Equitable Relief. The parties acknowledge and agree that it is impossible to measure in money the damages that will accrue to Showit by reason of your breach of this Agreement and that such a breach will cause irreparable harm to Showit. In addition to any other right or remedy available at law or in equity Showit will be entitled to specific performance or injunctive relief to enforce or prevent any breach of confidentiality or any breach of any license granted hereunder without posting a bond or other security, and may apply to any court of competent jurisdiction for such relief notwithstanding the provisions of Section 17.
20. Attorneys' Fees. In any action, suit or proceeding arising out of or relating to this Agreement, Showit, if it is the prevailing party, will be entitled to recover from you its reasonable attorneys' fees and expenses in addition to any other relief that may be awarded.
21. Assignment. You may not assign this Agreement or assign any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise (including by merger, sale of assets, change of voting control or consolidation), without Showit's prior written consent, which may be granted, conditioned or withheld in Showit's sole discretion. Any attempted assignment by you in violation of this Section 21 will be void and will constitute a material breach of this Agreement. Notwithstanding the foregoing, Showit may assign this Agreement at any time in its sole discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
22. Waiver and Modifications. All waivers must be in writing. Any waiver or failure to enforce a provision of this Agreement on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. This Agreement may only be amended by a written document signed by both parties.
23. Entire Agreement. This Agreement constitutes the entire, final and exclusive agreement between you and Showit regarding the specific license transaction described herein. No prior agreements, understandings, statements, proposals or representations, written or oral, apply. No written or oral statement, advertisement or product description not expressly contained in this Agreement can be used to alter or supplement its terms. You may not rely on any representations or statements not contained in this Agreement. Headings in this Agreement are for reference only and have no effect on any provision's meaning.