TERMS AND CONDITIONS

These Terms and Conditions govern access to the SHOWD.ME, INC. (“showd.me”) Platform at [www.showd.me] (the “Platform”) provided as a result of the order placed by the party identified as “Client” on the showd.me Order Form (the “Order Form” and together with these Terms and Conditions, the “Agreement”).

License Grant: Subject to the terms of this Agreement, showd.me hereby grants to Client a non-exclusive, non-transferable right to permit the Active Resources to use the Platform and the related documentation (the Documentation”) during the Term and solely for Client’s internal business operations. Client agrees to limit access to the Platform only to Active Resources and to ensure that payment per the terms of the Order Form is made with respect to any increase in Active Resources. At the end of the Term, Client and all Active Resources shall cease all usage of the Platform. Client acknowledges and agrees that showd.me and/or its licensors own all intellectual property rights in the Platform and the Documentation. Except as expressly stated herein, this Agreement does not grant Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Platform or the Documentation. showd.me reserves the right, without liability to Client or its Active Resources, to terminate or suspend Client’s or any Active Resource’s access to the Platform or any material posted on the Platform if the Platform is used in violation of the terms of this Agreement or material is posted in violation of the terms of this Agreement.

Use Restrictions: Client and its Active Resources shall not: (i) attempt to copy, modify, duplicate, create derivative works from the Platform in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the Platform; (iii) use the Platform to provide services to third parties; or (iv) make the Platform accessible to any third party except Client’s contractors and provided that Client shall be liable for any breach of this Agreement by such contractors.

Prohibited Materials: Client and its Active Resources shall not access, store, distribute or transmit any material during the course of their use of the Platform that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or (vi) causes damage or injury to any person or property.

Client Data: Client owns all rights, title and interest in and to all of its data uploaded to the Platform (the “Client Data”) and is solely responsible for the legality, reliability, integrity, accuracy and quality of Client Data. In the event of any loss or damage to Client Data, Client’s sole and exclusive remedy shall be for showd.me to use reasonable commercial efforts to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by showd.me. showd.me shall not be responsible for any loss, destruction, alteration or disclosure of Client Data. Upon the end of the Term, showd.me shall have no obligation to retain the Client Data.

Data Privacy: showd.me shall, in providing the Platform, comply with its [Privacy and Security Policy] relating to the privacy and security of Client Data available at [www.showd.me/privacy-policy] or such other website address as may be notified to Client from time to time and as such document may be amended from time to time by showd.me in its sole discretion. The foregoing shall constitute showd.me’s sole liability with respect to data privacy.

Limited Warranty: showd.me warrants that the Platform will be perform substantially in accordance with the specifications set forth at [www.showd.me/sla] as same may be changed from time to time. The foregoing warranty shall not apply if Client or its Active Resources modify the Platform or use it for other than its intended purpose. If the Platform does not conform to the foregoing warranty, showd.me shall, at its expense, use all reasonable commercial efforts to correct any such non-conformance promptly, or provide Client with an alternative means of accomplishing the desired performance. showd.me does not warrant that Client's use of the Platform will be uninterrupted or error-free; nor that the Platform and/or Documentation will meet Client's requirements. In addition, showd.me is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and Client acknowledges that the Platform and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. OTHER THAN THE EXPRESS WARRANTIES SET FORTH HEREIN, SHOWD.ME MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED OF ANY KIND, AND HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND WITH RESPECT TO THE PLATFORM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULT OR USE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE RELEVANT CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PLATFORM OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Assignment: Client shall not, without the prior written consent of showd.me, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

Survival: The terms of the Limited Warranty Section and the Limitation of Liability Section of this Agreement shall survive its termination

Governing Law and Jurisdiction: This agreement shall be deemed to be made and entered into pursuant to the laws of the State of New New York without regard to conflict of laws principles. Both parties agree that jurisdiction over any dispute arising in connection with this agreement will be vested exclusively in the federal or state courts located in the City of New York and irrevocably submit and consent to such jurisdiction and venue and waive any legal or equitable grounds for objecting to the foregoing selection of applicable law, jurisdiction and venue. The United Nations Convention on the Sale of Goods shall not apply.