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These Terms of Service govern your access to and use of Showpad's Content Management System (the “Site”) and tablet application (the "App"), any information, text, graphics, or other materials created and/or provided by Showpad and appearing on the Site and App (the “Content”), Files (as defined below) and any services and/or software provided through the Site and App or by Showpad (the “Services”). These Terms of Service limit Showpad's liability and obligations to you, grant Showpad certain rights and allow Showpad to change, suspend or terminate your access to and use of the Site, App, Content, Files and Services. Your access to and use of the Site, App, Content, Files and/or Services are expressly conditioned on your compliance with these Terms of Service. By accessing or using the Site, App, Content, Files and/or Services you agree to be bound by these Terms of Service.
YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, BY USING THE SITE, APP, CONTENT, FILES AND/OR SERVICES OR YOUR ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, APP, CONTENT, FILES OR SERVICES. IF YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS OF SERVICE AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU ” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS.
Types of Accounts
Currently, Showpad offers 5 types of accounts:
- 30 DAY FREE TRIAL ACCOUNT
- BASIC ACCOUNT
- PROFESSIONAL ACCOUNT
Each type of account has specific features. The latest information on the types of accounts that Showpad offers and the costs involved can be found on www.showpad.com. Please read the Showpad Pricing Terms and Conditions in its entirety regarding account restrictions. Showpad reserves the right, at any time, to change these restrictions and / or impose fees for access to and use of the Site, App, Content, Files and/or Services.
Files and Folders
“Your Files” or “User Files” (collectively, the “Files”) as used in this Agreement means the information contained in the files that you or other users upload, download and access through the Site, App and Services. You are the owner of Your Files and are therefore solely responsible for your conduct and the content of Your Files, as well as any of the content contained in your communications with other Showpad users, including but not limited to the Internal Notification System that Showpad allows you to communicate.
Showpad allows you to distribute some or all of Your Files that you have uploaded to the Site and or App. If you choose to, you can share all or some of Your Files with specific individuals you select. If you decide to share Your Files, you are giving certain legal rights, as explained below, to those individuals who you have given access to your folders and Content.
Showpad does not claim any ownership rights in Your Files. You acknowledge that Showpad does not have any obligation to monitor the Files or messages sent by, the Internal Notification System, submitted or otherwise transmitted using the Site, App or Services, for any purpose. As a result, Showpad is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Files or anything said, depicted or written by users in the Internal Notifications, including without limitation, any information obtained by using the Site, App or Services. Showpad does not endorse anything contained in the Files or Internal Notifications or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Showpad with respect thereto. In case of complaint, Showpad is entitled to temporarily remove the incriminated Files or block the access to these Files. Such action does not imply in any way any recognition of the Files being incriminating.
Your asset library
While you own the content contained in Your Files, files uploaded into the Asset Library of the Site are available to those users to whom you grant access. By placing Your Files in the Asset Library, you agree and acknowledge that Showpad has no responsibility or obligation to monitor or notify you of any non-compliance related to the rights or license you may choose to grant to other users who have access to your Asset Library, if any, and that Showpad has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of the license(s) or permission(s) you have chosen to offer.
You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the licenses that your Asset Library requires, as described above.
You should be aware that Files may be protected by intellectual property rights which are owned by the Showpad user who uploaded the file in the Asset Library. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the content(s) (either in whole or in part) of files uploaded in the Asset Library by another user unless you have been specifically told that you may do so by the rightful owner of that File, in a separate agreement.
You acknowledge and agree that you should not rely on the Site, App, Content, Files and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Site, App, Content, Files or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Site, App, Content, Files and/or Services.
As a Showpad user you are solely and entirely responsible for safeguarding the password that grants you access to the Site, App, Content, Files and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any and all activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Showpad of any unauthorized use of your password (email@example.com). You acknowledge that if you wish to protect your transmission of data and/or files to Showpad, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Site, App, Files and Services.
Your Use of the Service
Showpad grants you a limited, nonexclusive, non-transferable, revocable license to use the Site, App, Content, Files and Services subject to the restrictions set forth in these Terms of Service.
Showpad Property and Feedback
All right, title, and interest in and to the Site, App, Content, and Services are and will remain the exclusive property of Showpad, including all Intellectual Property Rights therein, even if Showpad incorporates any of your Feedback (as defined below) into subsequent versions. The Site, App, Content, and Services are protected by copyright, trademark, and other laws of both Belgium and foreign countries. Unless expressly permitted in these Terms of Service, you may not reproduce, modify or prepare (derivative) works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site, App, Content, or Services. You may not copy or modify the HTML or other code used to generate web pages on the Site.
All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to Showpad, in any form, and any contributions you make to the Site by posting content and communicating with other Showpad users via posts to forums on the site (“User Posts”) will be the sole and exclusive property of Showpad. You hereby irrevocably transfer and assign to Showpad and agree to irrevocably assign and transfer to Showpad all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. You will not earn or acquire any rights or licenses in the Site, App, Content, and Services or in any Showpad Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.
You agree not to do any of the following while using the Site, App, Content, Files or Services:
- Post, publish or transmit any text, graphics, or material that:
- is false or misleading;
- is defamatory;
- invades another's privacy;
- is obscene, pornographic, or offensive;
- promotes bigotry, racism, hatred or harm against any individual or group;
- infringes another's rights, including any intellectual property rights; or
- violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
- Access, tamper with, or use non-public areas of the Site, App or Showpad's computer systems, or the technical delivery systems of Showpad's providers;
- Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
- Attempt to access the Site, App, Content, Files or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Showpad or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools;
- Send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, App Content, Files or Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, App, Content, Files or Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or plant malware on Showpad's computer system, those systems of Showpad's providers, or otherwise use the Site, App, Content, Files or Services to attempt to distribute malware; or
- Impersonate or misrepresent your affiliation with any person or entity.
Showpad will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. Showpad may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Showpad has no obligation to monitor any user's access to or use of the Site, App, Content, Files and Services, but has the right to do so for the purpose of operating the Site, App and the Services, to ensure users' compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Digital Millennium Copyright Act Compliance
You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Showpad has adopted and implemented a policy that permits the deletion of files that violate this policy, and that permits the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see the Showpad Copyright Policy for further information at http://www.showpad.com/dmca.
Respecting Copyright When Using the Asset Library
By using the Asset library on the Site you guarantee that files placed in the Asset Library do not violate Showpad’s Terms of Service and that you own all copyrights to them or have been given permission by the copyright owner to share them. If you have any doubts about whether you have the legal right to share certain files, you should not share them.
The Site, App or content in the App may contain links to third-party websites or resources. You acknowledge and agree that Showpad is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Showpad of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
If you violate any of these Terms of Service, your permission to use the Site, App, Content, Files and Services will automatically terminate. Showpad reserves the right to revoke your access to, and use of the Site, App, Content, Files and Services at any time, with or without cause, and with or without notice. Showpad also reserves the right to cease providing or to change the Site, App, Content, Files or Services at any time and without notice.
Use of the Site and App at Your Own Risk
Your access to and, use of the Site, App, Content, Files and Services is at your own risk. Showpad will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to, or use of the Site, App Content, Files or Services.
Showpad is Available “AS-IS”
THE SITE, APP, CONTENT, FILES AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SHOWPAD EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE SITE, APP, CONTENT, FILE AND SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA OR YOUR FILES TO UNINTENDED THIRD PARTIES.
SHOWPAD MAKES NO WARRANTY THAT THE SITE, APP CONTENT, FILES OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SHOWPAD MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE, APP CONTENT, OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, APP CONTENT, FILES OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHOWPAD OR THROUGH THE SITE, APP, CONTENT, FILES OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
You agree to defend, indemnify, and hold Showpad, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with:
- your access to or use of the Site, App, Content, Files and Services;
- your violation of this Agreement;
- your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or
- any claim that Your Files, or your use of Files, caused damage to a third party, including without limitation claims that Your Files, or use of Files, infringe the rights of another.
Limitation of Liability
IN NO EVENT WILL SHOWPAD BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, APP CONTENT, FILES AND/OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SITE, APP, CONTENT, FILES OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SHOWPAD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT SHOWPAD IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, SHOWPAD WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE, APP OR THROUGH THE SERVICES AND/OR THE FILES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.
ALL ACCOUNT HOLDERS AGREE THAT THE AGGREGATE LIABILITY OF SHOWPAD TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE, APP CONTENT, FILES AND/OR SERVICES IS LIMITED TO LOWER OF THE AMOUNTS YOU HAVE PAID TO SHOWPAD DURING THE THREE MONTH PERIOD PRIOR TO SUCH CLAIM, FOR ACCESS TO AND USE OF THE SITE, APP CONTENT, FILES OR SERVICES, OR ONE-HUNDRED (€ 100) EUROS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHOWPAD AND YOU.
In the event that any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.
The failure of Showpad to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.
Controlling Law and Jurisdiction
These Terms of Service and any action related thereto will be governed by the laws of the country of Belgium without regard to its conflict of law provisions.
This Agreement is governed by and construed under the laws of Belgium without regard to its conflict of law rules. Unless Showpad and Reseller agree that their conflict will be submitted to Arbitration according to International Arbitration, the courts located in Ghent shall have exclusive jurisdiction to judge any and all discussions concerning the realization, the execution and/or termination of this Agreement.
If parties agree upon Arbitration, this Arbitration shall be in accordance with the Rules of the I.C.C. (International Chamber of Commerce), by three arbitrators in accordance with these Rules.The arbitration tribunal shall be composed of three arbitrators.
The place of arbitration shall be Brussels, the language of the proceedings shall be English, any dispute arising between the contracting parties shall be subject to prior conciliation.
These Terms of Service are the entire and exclusive agreement between Showpad and you regarding the Site, App, Content, Services and Your Files, and these Terms of Service supersede and replace any prior agreements between Showpad and you regarding the Site, App, Content, Services and Your Files.