Terms of ServiceLast Modified April 28, 2020
Welcome to Show.co, based in Portland, Oregon (“Show.co”, “we”, “us” or “our”).
Show.co is: – A content marketing service that provides you (“You”) with a tool to create and execute online marketing campaigns (the “Service”). – A content marketing service that provides You at our discretion with powerful analytics tools, enabling tracking and analysis of consumer behavior in relation to the use of the Service pending on the chosen Service Level.
When using Show.co (“Usage”): – You may upload, post and promote audio, video, text, photos, pictures, graphics, comments, and other content, data or information (“Content”), which will be stored on Show.co at Your direction. – The Content may be shared and distributed to Your customers, that are individuals (hereinafter the “Consumers”) that browse the campaign Site or Widget as created by You, using the tools and features provided by the Service. – The Content may also be shared by Consumers using social media functionality that provides the ability to share and embed to third party social media services (“Third Party Services”) as included in the Service. – Leverage the Service and Your Content to activate Consumers according to the options available.
When You register a user account (hereinafter the “User Account”) you specifically agree:
- To provide complete and accurate information to create Your User Account and to keep Your account information up-to-date.
- To choose a username and password for Your User Account. You understand that it is Your responsibility to choose a username and password and to maintain the confidentiality of Your password. If You share Your password with anyone it may jeopardize the security of Your User Account. You agree to notify Show.co promptly via the Service if You become aware that Your password or User Account has been used without Your consent.
- Not to impersonate any other person, thing or entity.
- Not to access anyone else’s User Account without that person’s permission.
- Not to use the Service if You are less than 18 years of age without the consent of Your parent or guardian, who agrees, on Your behalf, that You will comply with the terms and conditions of this Agreement.
- Not to post or display any Content that is not suitable for minors.
- To be solely responsible for all activities that occur under Your User Account and indemnify and hold Show.co harmless for any loss or damages that arises from all activities that occur under Your User Account.
- If You register or administer an account on the Service for another person or entity, You will abide by all of the terms and conditions provided above with respect to individual User Accounts.
- If You register or administer an account on the Service for another person or entity, You represent that You are properly authorized to represent the person or entity for which You initiate or administer an User Account.
Fees and Payment
- You shall pay the non-refundable upfront Fees for the Service.
- Such Fees are to be rendered to You by or on behalf of Show.co.
- Show.co will charge You via Your credit card or any other form of electronic payment available via Show.co.
- Upon non-payment, Show.co in its discretion may re-attempt to collect the amount due up to three times before suspending or terminating Your User Account or immediately suspend or terminate Your User Account.
- Show.co retains the right to change the Fees from time to time. If you do not accept a change in Fees, you may terminate Your User Account as a Customer as described in Section 10 below.
- All Fees exclude all applicable sales, use, and other taxes and government charges, and You will be responsible for payment of all such taxes, fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement.
Licenses and restrictions
- Subject to the terms and conditions of this Agreement, Show.co hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services provided to Customer hereunder.
- You shall not on your own or allow any third party to:
- use the Services except as expressly permitted herein;
- separate the component programs of the Services for use on different computers;
- adapt, alter, publicly display, publicly perform, translate, embed into any other product or otherwise create derivative works of, or otherwise modify the Services;
- sublicense, lease, rent, loan, or distribute the Services to any third party;
- transfer the Services to any third party;
- reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Services, except as permitted by applicable law;
- remove, alter or obscure any proprietary notices on the Services, or the applicable documentation therefore; or
- allow third parties to access or use the Services, including without limitation any use in any application service provider environment, service bureau, or time-sharing arrangements.
- All uploaded media in the form of audio, video, text, photos, pictures, graphics, comments, and other Content, data or information made available to or via Show.co is generated, owned, and controlled solely by You or Your licensor’s, and not by Show.co.
- In using the Show.co Service You cannot upload, store, distribute, share, display, make available or use any Content to which you do not hold the necessary rights or consents to use, hereunder but not limited to intellectual property rights or consents from the individuals personal information belongs to.
- Any misrepresented or illegal use of intellectual property right protected material may constitute an infringement of third party rights, and is strictly prohibited. Any such infringement may result in the immediate termination of Your User Account and potential litigation and criminal prosecution on behalf of the legal rights holder.
- By uploading Content to Show.co, You grant Show.co a license to Your Content on a limited, non-exclusive, worldwide, royalty-free and fully paid-up basis to the extent this is necessary for Your use of the Service.
“As is” – Service
- Show.co and/or its respective suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the Service for any purpose. The Services are provided “as is” without warranty of any kind. Show.co and/or its respective suppliers hereby disclaim all warranties and conditions with regard to the Service, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement.
- Show.co reserves the right, for any reason, and at its sole discretion, to terminate, change, upgrade, suspend, or discontinue any aspect of the Service, including but not limited to, content, features, hours of availability or equipment required for access. We may also impose limits on certain features of the Service, or restrict Your access to part or all of the Service without notice to You or penalty to Us.
Intellectual Property Rights
- You acknowledge and agree that the Show.co Software and Service contain valuable trade secrets and other intellectual property of Show.co and its suppliers. The Service and Third Party Services are licensed and not sold to You, and no title or ownership to such software, Service and Third Party software or the intellectual property rights embodied therein passes to You as a result of this Agreement or any act pursuant to this Agreement.
Digital Millennium Copyright Act (DMCA)
- Show.co respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Service.
- Show.co’s intellectual property policy is to (1) remove material that Show.co believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and (2) remove Content distributed via the Service by “repeat infringers.” Show.co considers a “repeat infringer” to be any user that has uploaded Content and for whom Show.co has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such Content. Show.co has discretion, however, to terminate the account or permission to access the Service of any user after receipt of a single notification of claimed infringement or upon Show.co’s own determination.
- Procedure for Reporting Claimed Infringement. If you believe that any Content made available on or through the Service or any Show.co service have been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your communication must include substantially the following:
- (i) A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
- (ii) Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
- (iii) Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Show.co to locate the material;
- (iv) Information reasonably sufficient to permit Show.co to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- (v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
- Designated Agent Contact Information. Show.co’s Designated Agent for notices of claimed infringement can be contacted at:
Via E-mail: firstname.lastname@example.org
Via U.S. Mail : Attn: Joel Andrew, 9600 NE Cascades Parkway Suite 180, Portland, OR 97220
- Counter Notification. If you receive a notification from Show.co that material made available by you on or through the Service or any Show.co service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Show.co with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Show.co’s Designated Agent through one of the methods identified above, and include substantially the following information:
- (i) Your physical or electronic signature;
- (ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- (iii) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- (iv) Your name, address, and telephone number, and a statement that the you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which Show.co may be found, and that you will accept service of process from the person who provided notification under this TOS above or an agent of such person.
- A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
- False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Show.co] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
17 U.S.C. § 512(f). Show.co reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this section should be sent to the Designated Agent at the e-mail or postal address set forth above.
Limitation of liability and indemnity
- In no event shall Show.co and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the use or performance of the Services, with the delay or inability to use the Services or related websites, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Services, or otherwise arising out of the use of the Service, whether based on contract, tort, negligence, strict liability, or otherwise, even if Show.co or any of its suppliers has been advised of the possibility of damages. If You are dissatisfied with any portion of the services, or with any of these terms, Your sole and exclusive remedy is to discontinue using the services and related websites.
- You agree to indemnify and hold Show.co, its parents, subsidiaries, affiliates, officers, and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of Your use of or conduct on the Services or breach of this Agreement.
Term and termination
- You may terminate this Agreement via Our website or via the Electronic Payment system in use.
- In the event of expiration or termination, the license granted under this Agreement shall immediately end and You shall stop using the Service. Upon termination there will be no refund provided to You unless otherwise agreed to in writing between Show.co and You, and all outstanding fees shall be due and paid immediately.
Changes to Agreement – General
- This Agreement will be governed by the laws of Oregon without giving effect to any conflicts of law principles that may require the application of the laws of a different country. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. All actions or proceedings arising under or related to this Agreement must be brought in courts located in Multnomah County, Oregon, and each party hereby agrees to irrevocably submit to the jurisdiction and venue of any such court in all such actions or proceedings.
- You may not assign or transfer this Agreement without obtaining Show.co’s prior written consent, and any purported assignment or transfer in violation of this Agreement will be null and void.
- If you have any questions about these Terms of Service, we can be reached by email at: email@example.com, phone +1 503 595 3000 or via mail at the following address:
9600 NE Cascades Pkwy
Portland, OR 97220
For Show.co Ad Builder Users
Terms and Conditions
The following terms and conditions govern the advertising services performed or to be performed by Show.co powered by found.ee (“Show.co”) for you (“Advertiser”) as described on any Show.co advertisement campaign order that references these Terms and Conditions and any subsequent orders, all of which are hereby incorporated (collectively, “Ad Order”), and supersede any prior agreements or conflicting terms or conditions contained in, or provided with, the Ad Order. These terms and conditions, together with the Ad Order, are referred to herein as the “Agreement”.
Advertiser will provide Show.co with the content of all logos, graphic files, links, or other advertising material (“Content”) to be displayed, distributed, or used. Advertiser may change the Content by providing Show.co new content, and Show.co will immediately implement all such requested changes within 48 business hours of receipt. Show.co shall not, without Advertiser’s prior written instruction or consent, (i) alter or modify the Content (ii) create, publish, distribute or permit any written material (other than the Content) that makes reference to Advertiser, or (iii) make any representations, warranties or other statements concerning Advertiser, Advertiser’s products, services, website, website policies, or the Content. Each party will notify the other immediately upon discovery of any malfunctioning of the Content or links to Advertiser’s website.
Compensation for Advertising Services
Show.co agrees to provide the services as described in the Ad Order and this Agreement (“Services”), and Advertiser agrees to pay the total advertising fees listed on the Ad Order. Payments due upon submission unless other payment arrangements are mutually agreed upon in the Ad Order. Campaign will begin upon the day and time specified in the Ad Order. The remedy for any failure to deliver advertising impressions is a make‐good that is mutually agreed upon between Show.co and the Advertiser.
In order for Show.co to maintain its access to the ad campaign marketplace, Show.co must perform an audit process to the ad campaigns in advance to going live. These audits will delay the release of the campaigns, on average anywhere between 4 to 24 hours for banner ads and 24 to 48 hours for audio ads, not including weekends and holidays. There is no guarantee that an ad campaign will go live in the same day it is submitted by Advertiser. Ad campaigns will only go live once clearing the audit process, so long as in line with any start date selected by the Advertiser.
If an ad campaign fails to clear the audit process the Advertiser must start a new campaign in order to resubmit. Show.co will credit the amount designated for the ad campaign to the Advertiser’s account in a reasonable amount of time.
The ads will be served, monitored, and delivery validated by the Show.co ad delivery platform and system, managed by the Show.co. Ad delivery data, provided by the Show.co ad delivery system, will be considered the accurate number of impressions served by both Show.co and Advertiser.
Compliance with Law
Each party represents and warrants that it does and will comply with all federal and state laws and regulations and obtain and maintain all licenses and registrations applicable to its business, the operation of its website, and any advertising or promotional activities. Show.co warrants that in providing the Services, it will comply with all applicable telemarketing, anti‐Spam, privacy and do‐not‐call laws and requirements. Each party represents and warrants that its website will not contain any lewd, obscene, pornographic, hateful, violent, defamatory, or libelous content, will not violate any laws regarding unfair competition, anti‐discrimination, or false advertising, and will not contain viruses, Trojan horses, worms, time bombs, or other similar harmful programming routines. Show.co follows all Internet Advertising Guidelines and Best Practices – found at iab.net
In case of default on the performance of any obligation imposed under this Agreement where the default remains uncured by the defaulting Party for ten (10) days after the non‐defaulting Party provides written notice of default, the non-defaulting Party shall have the right to terminate this Agreement.
Campaign Termination, and Refunds
Changes in status to any live ad campaign will be processed within 48 hours, with it being understood that it may take an additional 24 hours to effect the status change by all Show.co ad partners. An Advertiser may terminate an ad campaign at any time, with any unused advertising fees to be refunded to the Advertiser and that ad campaign may not go live again. Refunds will be processed automatically after 90 days unless the Advertiser makes an earlier request for refund to Show.co.
Best Efforts / No Warranty
Show.co and the Advertiser agree to use their best efforts to fulfill or meet all conditions and contingencies of this contract, with both understanding that Show.co makes no guarantee of ad campaign placement on any particular site or specific web page. Show.co and the Advertiser further agree to meet all of their performance obligations imposed under the terms of this contract.
Advertiser grants Show.co a revocable, non‐exclusive, non‐transferable worldwide license to use, reproduce, and transmit, during the term of the Ad Order, its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology whether currently used or which may be developed or used by it in the future (“Marks”) solely for the purpose of displaying the Content. Advertiser owns and shall retain all right, title, and interest in its Marks.
9600 NE Cascades Pkwy
Portland, OR 97220