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.

If You want to use Show.co You must: – Register for a User Account. – Agree to the Terms of Service contained herein by checking the “accept” box when signing up to the Service. If You accept or agree to this agreement on behalf of a company or another legal entity, you represent and warrant that you have the authority to bind that company or legal entity to the terms of this agreement. – By checking the “accept” box, You agree to the Privacy Policy that regulates Show.co’s processing, use and storing of personal data (“Personal Data”) to the extent that Show.co becomes a data controller or data processor of such Personal Data. – Pay the Fees for the requested Service Level as outlined here.

User Accounts

When You register a user account (hereinafter the “User Account”) you specifically agree:

1. To provide complete and accurate information to create Your User Account and to keep Your account information up-to-date.
2. 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.
3. Not to impersonate any other person, thing or entity.
4. Not to access anyone else’s User Account without that person’s permission.
5. 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.
6. Not to post or display any Content that is not suitable for minors.
7. 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.
8. 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.
9. 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.
10. To the extent Your Usage of Show.co’s Service implicates the use of YouTube’s services, you will abide by YouTube’s terms of service (https://www.youtube.com/t/terms).

Fees and Payment

1. You shall pay the non-refundable upfront Fees for the Service.
2. Such Fees are to be rendered to You by or on behalf of Show.co.
3. Show.co will charge You via Your credit card or any other form of electronic payment available via Show.co.
4. 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.
5. 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.
6. 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

1. 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.
2. You shall not on your own or allow any third party to:
   1. use the Services except as expressly permitted herein;
   2. separate the component programs of the Services for use on different computers;
   3. adapt, alter, publicly display, publicly perform, translate, embed into any other product or otherwise create derivative works of, or otherwise modify the Services;
   4. sublicense, lease, rent, loan, or distribute the Services to any third party;
   5. transfer the Services to any third party;
   6. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Services, except as permitted by applicable law;
   7. remove, alter or obscure any proprietary notices on the Services, or the applicable documentation therefore; or
   8. 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.

Content

1. 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.
2. 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.
3. 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.
4. 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

1. 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.
2. 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

1. 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.

Privacy

1. Show.co treats all Personal Data collected through the Show.co service as outlined in our Privacy Policy, which is incorporated herein by reference, and which may be amended from time to time.
2. Show.co’s Privacy Policy differs between Personal Data about You (“Customer”) and Personal Data about Your campaign audience (“Consumer”). The term Personal Data does not include any anonymized and aggregated data made on basis of Personal Data (“Aggregated Data”) which are wholly owned by Show.co.
3. Your Personal Data will be owned by you and used, processed and stored by Show.co as a data controller in accordance with our Privacy Policy.
4. Show.co will be a data processor of the Personal Data of Your Consumers, and will use, process and store such Personal Data in accordance with our Privacy Policy. You agree to post, maintain, and adhere to a privacy policy for any Personal Data collected by You at the external destination, such as Your website, platform, service, form, or any other medium you could use to collect information on individuals, which Show.co has been used to guide individuals to in full compliance with applicable laws and regulations. You furthermore agree that Show.co may use the Personal Data of Your Consumers for the purposes of informing them about services offered through Show.co, and You shall procure that Your Consumers consent to the same in Your Privacy Policy.
5. In the event You do not yet have a Privacy Policy, you may consider to apply the principles set out in this Privacy Policy by providing a reference (URL) to this Privacy Policy, but Show.co disclaims any responsibility or liability if You choose to do so.
6. To the extent Your Usage of Show.co’s Service implicates the use of Google’s services, Google’s privacy policy can be found at https://www.google.com/policies/privacy. Show.co’s access to Your Google data can be revoked via the Google security settings page at https://security.google.com/settings/security/permissions.

Digital Millennium Copyright Act (DMCA)

1. 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.
2. 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.
3. 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:
   1. (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;
   2. (ii) Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
   3. (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;
   4. (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;
   5. (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
   6. (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.
   7. 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.

1. Designated Agent Contact Information. Show.co’s Designated Agent for notices of claimed infringement can be contacted at:
   Via E-mail: copyright@show.co
   Via U.S. Mail : Attn: Joel Andrew, 9600 NE Cascades Parkway Suite 180, Portland, OR 97220

1. 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:
2. (i) Your physical or electronic signature;
3. (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;
4. (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
5. (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.
6. 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.

1. 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

1. 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.
2. 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

1. The Agreement may be terminated by Show.co immediately should we have reasonable cause to believe that you are in breach of any terms and conditions of this Agreement or Privacy Policy.
2. You may terminate this Agreement via Our website or via the Electronic Payment system in use.
3. 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

1. This Agreement and the Privacy Policy may be modified by Show.co without notice at any time in the future. It is Your responsibility to remain informed of any changes at all times, as You are bound by the latest version of the Agreement and Privacy Policy. Show.co will however use reasonable commercial efforts to communicate any material changes to this Agreement including our Privacy Policy to You.
2. 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.
3. 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.
4. If you have any questions about these Terms of Service, we can be reached by email at: legal@show.co, phone +1 503 595 3000 or via mail at the following address:

Show.co
9600 NE Cascades Pkwy
Ste 180
Portland, OR 97220
USA