SHOWDIGS, INC. dba SHOWDIGS

TERMS OF SERVICE

Last Updated:  May 2025

1. Contractual Relationship

a. These Terms of Service (“Terms”), together with the Showdigs Privacy Notice (“Privacy Notice”) (available at https://www.showdigs.com/privacy, and incorporated herein by reference), govern your access and use of the Showdigs mobile application, and all other applications, websites, content, products, and services (the “Services,” as more fully defined below in Section 2) made available in the United States and its territories and possessions by Showdigs, Inc., a Delaware corporation, and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Showdigs” or “us”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SHOWDIGS.

b. By accessing, registering, or using the Services, by signing an order incorporating these Terms (including, without limitation, the Agent Addendum), or by checking a box or clicking a button online indicating your acceptance of these Terms, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede all prior agreements or arrangements between you and Showdigs. Showdigs may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

c. IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH IN SECTION 12 CAREFULLY, AS IT REQUIRES YOU TO RESOLVE DISPUTES WITH SHOWDIGS ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

d. Different terms may apply to you depending on your use of the Services. Users of our Services in connection with ownership or management of a residential property (“Property/ies”) are referenced below as “Client(s)”. Users who submit an application to provide Guided Site Visits (defined below) or to conduct Property showings as an agent of Showdigs are referenced below as “Agents”. Your use of, registration for, and participation in, a particular function, event, program, activity or promotion provided by Showdigs in connection with the Services may be subject to certain supplemental terms, which will be disclosed to you in a separate written agreement between you and Showdigs that incorporates these Terms by reference (“Supplemental Terms”). Any such supplemental terms effected between you and Showdigs are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable Service(s). Supplemental Terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

e. Showdigs may amend these Terms and any Supplemental Terms from time to time at its sole discretion without notice to you. Amendments will be effective upon Showdigs’ posting of such updated Terms at this location or in the amended policies or Supplemental Terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by these Terms, as amended. Amendments to these Terms will not apply to any dispute between you and us arising prior to the date on which we posted the updated Terms incorporating such amendments or otherwise notified you of such amendments.

f. Showdigs’ collection and use of personal information in connection with the Services is described in Showdigs’ Privacy Notice.

2. The Services.

a. The Services comprise the Showdigs web application, mobile application and related services (each, an “Application”), which, depending on the features selected, may enable Clients to arrange and schedule site visits or virtual tours of their Properties by prospective tenants or buyers (“Prospects”) (each, a “Site Visit”) and/or may enable third-party service providers (“Agents”) to show the Properties without any scheduled Site Visits.  

b. Clients may use the Services to facilitate (a) guided in-person Site Visits with a Prospect; or between a Prospect and an Agent who meets the Prospect at the Property (each, a “Guided Site Visit”) or (b) “self-guided” physical and virtual Site Visits where a Prospect may conduct their own Site Visit without an Agent while using the Application (an “Unguided Site Visit”). Clients may also use the Services to receive reports about Property-related activity and send text messages to Prospects.

c. In addition to the features described above, we may add other services from time to time. Except as expressly set forth in these Terms, Showdigs may modify, restrict, remove, and update features and functions of the Services at any time at its sole discretion without notice to you.

3. Order Forms. You may subscribe to certain paid features of the Services pursuant to one or more order forms executed by Showdigs and by you which incorporate these Terms by reference (each, an “Order Form”). Each Order Form will describe the Services ordered, applicable Charges (as defined below), the time period you may access the paid features of the Services, and other terms and conditions governing your use of the Services. These Terms are incorporated by this reference into all Order Forms. To the extent that conflict arises between the terms and conditions of an Order Form, on the one hand, and the terms and conditions of these Terms, on the other, the terms and conditions of these Terms will govern unless the Order Form specifically identifies the section of these Terms that is superseded by such Order Form.

4. License. Subject to your compliance with these Terms, Showdigs grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Services, including User Content, information and related materials made available through the Application, on a device owned or otherwise controlled by you (“Device”) solely in connection with your use of the Services and accordance with these Terms. Any rights not expressly granted herein are reserved by Showdigs and Showdigs’ licensors.‍

5. Restrictions. You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Services; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Showdigs; (c) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (d) link to, mirror or frame any portion of the Services, or otherwise rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any feature or functionality of the Services to any third party in any manner not expressly permitted by these Terms, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (f) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks; (g) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or otherwise violate  applicable local, state or federal law or regulation, including, without limitation Fair Housing, Landlord Tenant or Civil Rights laws.

6. Specific Services. Use of the paid features of our Services, as described in the subsections below, is subject to the Charges set forth on our Pricing Page (https://www.showdigs.com/pricing) (“Pricing Page”), which may be updated from time to time at our sole discretion in accordance with these Terms.

a. Agent Services

As part of the Services entailing use of Agents, e.g., Guided Site Visits (“Agent Services”), in exchange for the Charges set forth on the Pricing Page, Showdigs will make available to Clients a pool of Agents who have agreed to meet with Prospects and provide access to the Properties and conduct Guided Site Visits.  It is anticipated that Guided Site Visits will last approximately 15-20 minutes in duration and will be limited to a simple walk through of the Property including common areas, if applicable.  Agents will be directed to only answer Property-specific questions to the extent the Client has provided them with applicable responses, although they may be asked and are free to answer general questions, for instance about the neighborhood or city in which a Property is located. We will charge Clients a “Showing Fee” for use of the Agent Services.  There will be no refunds for Showing Fees once booked, regardless of whether the Prospect makes the Guided Site Visit or not. At no time during the provision of the Agent Services will an Agent act or hold themselves out as a real estate broker or agent with respect to the Property. Agents do not and will not represent either the Client or the Prospect in any sale or lease transaction.  

If you book an Agent to conduct an inspection and review of the Property and prepare a corresponding report (a “Condition Report”), you must specify the conditions that you would like to Agent to inspect. Showdigs does not guarantee the accuracy, precision, technical specifications, or other content of the Condition Reports. Additionally, in accordance with Section 11 below, Showdigs disclaims all liability associated with or arising from Condition Reports.

b. Self Services

As part of the Services that do not require use of Agents, e.g., Unguided Site Visits (“Self Services”), in exchange for the Charges set forth on the Pricing Page, Showdigs’s Application will provide functions enabling Clients to schedule Unguided Site Visits with each Prospect, send automated scheduled reminders of the Unguided Site Visit to the Prospect, and generate a security code to unlock the Property for the Prospect.

c. Listing Shield

As part of the Services, in exchange for the Charges set forth on the Pricing Page, Showdigs offers “Listing Shield,” which is a service designed to identify and detect fraudulent Property- and Prospect-related activity, including identifying and detecting fraudulent Property listings on the Internet and verifying the identities of Prospects who have booked a Site Visit at a Property. Clients may select Listing Shield on a Property-by-Property basis.

7. Ownership.

The Services (including the Application) and all rights therein are and shall remain Showdigs’ property or the property of Showdigs’ licensors. Neither these Terms nor your use of the Services (including the Application) convey or grant to you any rights: (i) in or related to the Application except for the limited license granted above; or (ii) to use or reference in any manner Showdigs’ company names, logos, product and service names, trademarks or services marks or those of Showdigs’ licensors.

8. Access and Use of the Services.

8.1 You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account.  Additionally, if you use any of our Client-specific Services, the terms in this Section 8 shall apply. For the avoidance of doubt, the terms of this Section 8 do not apply to Agents who are not Clients.

a. Client Accounts.

Account registration requires you to submit to Showdigs certain information, such as your name, your company name, your or your company’s address, your mobile phone number, age, the address and key characteristics of the Property or Properties that will be subject to the Services, any access code or other specific access information, including directions, as well as at least one valid payment method supported by Showdigs. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including a valid, non-expired payment method, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Showdigs in writing, you may only possess one Account, and you may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Agent, the Prospect or any other party.

b. Onboarding Properties; Leases; Removing Properties.

When you are ready to use the Services you can post the availability of a Property by loading the required information into the Application, including Property specifications, rent, and dates/times the Property will be available for showing. You are solely responsible for all information, data, files, and other input that you submit to the Services for processing, whether graphical, textual, or other form (“User Content”), including User Content relating to a Property’s availability. By submitting User Content to the Services, you grant us a non-exclusive, worldwide, sublicensable, royalty-free license to use your User Content without the requirement of any permission from or payment to you or to any other party in any manner relating to the Services (including rights to use, store, display, publish, reproduce, distribute, and modify your User Content for purposes relating to the Services). Except as specified herein, you retain all rights to your User Content. You are solely responsible for the User Content you submit, and assume all risks and liability related to it. Without limiting the foregoing sentence, you agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive or illegal, as determined by Showdigs in its sole discretion.  You acknowledge and agree that Showdigs is not involved in the creation or development of User Content, disclaims any responsibility for User Content, and cannot be liable for claims arising out of or relating to User Content. Notwithstanding the foregoing, we reserve the right to reject, to remove, or to change any User Content, and to restrict, suspend, or terminate your access to all or any part of the Services based on your submission of User Content without prior notice to you.

Unless otherwise agreed to by Showdigs in writing, you will not use Showdigs’ specified contact information in any online or print advertisements.  All lease negotiations are between Clients and the Prospect.  Showdigs expressly disclaims any and all responsibility for, or liability resulting from, any lease negotiation, whether concluded or unsuccessful.   When a Prospect enters into a lease for the Property, you shall remove the Property from the Application.

c. Client Requirements and Conduct.

At all times when acting as a Client you agree to the following responsibilities: (i) keep the Properties and their access in commercially reasonable condition, clean and free from unreasonable defects or hazards; (ii) be responsive to inquiries for information about the Properties, including in particular with respect to scheduling Site Visits (whether Guided Site Visits or Unguided Site Visits); (iii) make available to the Agent or the Prospect the means for gaining access to the Properties (e.g. a realtor’s lock); (iv) for any Site Visit to one of your Properties it is your responsibility to ensure that the Property is vacant, or if still occupied by an existing tenant (“Tenants”), that the Site Visit corresponds with a date and time during which the Tenant will not be present; (v) if the Tenant owns any pets, you will ensure that the pets are secure or absent during the Site Visit; (vi) maintain appropriate general liability insurance for all Properties listed with the Services in accordance with applicable state law; and (vii) comply with all applicable laws and regulations with respect to disclosing to Prospects that you have or intend to share certain personal data regarding the Prospects with Showdigs and Agents.

d. Client Representations.

By initiating the Services and agreeing to these Terms you represent and warrant to Showdigs that (i) you personally, or the entity you represent, has authority to manage access to and show the Properties, (ii) your use of the Services complies with these Terms and with all applicable laws, including laws governing third-party proprietary rights, and these Terms do not conflict with any other contract or obligation, and (iii) you have all rights, permissions, consents, and authority necessary to provide information associated with your Account to Showdigs on the terms set forth herein, including the right and authority to enable Showdigs to contact Prospects about the Properties, including via text message.

e. Text Messaging and Telephone Calls.

When you provide your e-mail and phone number to us (whether through a web form, verbally, or other medium), you authorize Showdigs to contact you by phone call, text message or email in connection with providing the Services to you, for such other purposes as set out in our Privacy Notice, or as otherwise requested by you. Text messages and phone calls may be automated, contain transactional, including collections, information or marketing and promotional material. Your consent to receive promotional messages from us, whether by phone, e-mail, or text message, is not a condition to purchase or otherwise use the Services. You may opt out of our promotional and marketing communications by contacting us at info@showdigs.com, or by using one of the following methods:.

For marketing/promotional e-mails: You may opt out by clicking the unsubscribe link or following the opt-out instructions included within the e-mail. If you have an Account, you can also change your contact preferences by updating your contact information within your Account settings.

For marketing/promotional text messages: You may opt out by replying STOP, END, CANCEL, or QUIT to any text message that you receive.

Please remember that even if you opt out of receiving marketing correspondence, we may still send you important service information related to your account and the Services.

f. Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Application. Your mobile network’s data and messaging rates and fees may apply if you access or use the Application from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto, for any applicable mobile carrier charges, and for any delays or errors in SMS delivery caused by a mobile carrier or third party service provider. Showdigs does not guarantee that the Application, or any portion thereof, will function on any particular hardware or devices.

9. Term and Termination. These Terms are effective as of the date you access the Services or enter into an Order Form, whichever occurs first.  We can terminate or suspend your access to the Services at any time and for any reason. Upon termination by Showdigs, all rights, licenses, and authorizations granted herein will immediately terminate. We also reserve the right to take steps to ensure the security of the Services and your Account as we deem advisable, which includes the right to restrict or suspend your Account or your access to the Services at any time and for any reason. If you are a paying subscriber to our Services, such as a Client or an Agent, you can cancel your access to the Services before its next scheduled renewal date by logging into your account for the Services and selecting the termination option via the dashboard contacting us at info@showdigs.com. You will not be eligible for a refund of any portion of the Charges (as defined below). IF YOU ARE USING OUR MOBILE APPLICATION TO ACCESS OUR SERVICES, UNINSTALLING THE APPLICATION DOES NOT AUTOMATICALLY CANCEL YOUR SUBSCRIPTION.

10. Payment to Showdigs. As a Client, you understand that use of the Services will result in charges to you based upon your use of the Services (“Charges”), as stated in your Order Form.

10.1    Subscription plans for our Services are available on a monthly or annual basis, and will automatically renew unless and until you cancel your subscription plan by contacting us at info@showdigs.com. You will not receive a refund following cancellation; however, you will continue to have access to the applicable Services through the end of your then-current subscription period. Charges will be inclusive of applicable taxes where required by law.

10.2    Additionally, you may use a feature within the Services where you make a one-time payment using your preferred payment method in your Account in a specified increment (e.g., $2,000 USD) (your “Balance”) and allow us to apply your Balance towards Charges you incur as they are incurred up to the amount of the Balance. If you cancel your account before your Balance is fully used (i.e., if you cancel your account before you have incurred an amount of Charges equal to the Balance), we will refund the amount of the unused Balance on your account as of the date of cancelation.  

10.3    All Charges will be enabled by Showdigs using Stripe’s payment processing services, or such other payment method as is designated in your Account, after which you will receive a receipt by email, and you authorize Showdigs to maintain your Account payment information and charge your preferred payment method automatically upon renewals with no further action required by you. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Showdigs may use a secondary payment method in your Account, if available.

10.4    All Charges paid by you are final and non-refundable, unless expressly described herein or as otherwise determined by Showdigs in our sole discretion.

10.5    As between you and Showdigs, Showdigs reserves the right to establish, remove and/or revise Charges for any or all services obtained through the use of the Services at any time in Showdigs’ sole discretion; provided, that if Showdigs raises its prices for a subscription plan, the prices for your subscription will remain in force for the duration of the subscription period for which you have paid and after that period ends, your use of the applicable Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your subscription before the changes take effect. If you do not cancel, your subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and Showdigs will charge your Account payment method on the first day of the renewal of the subscription term.

10.6    Showdigs may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.

11. Disclaimers; Limitation of Liability; Indemnity.

a. DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SHOWDIGS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SHOWDIGS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SHOWDIGS DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF AGENTS. YOU AGREE THAT ANY RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND NOT EXPLICITLY COVERED IN THE TERMS, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. SHOWDIGS DOES NOT SELL OR PURCHASE REAL ESTATE OR SHOW PROPERTIES FOR THE SALE OR PURCASE OF REAL ESTATE, OR OTHERWISE PROVIDE REAL ESTATE SERVICES SUBJECT TO JURISIDICTIONAL LICENSING REQUIREMENTS.  

b. PLEASE BE AWARE, HOWEVER, THAT NO DATA SECURITY MEASURES CAN GUARANTEE THAT THE SERVICES ARE FREE OF THREATS OR OTHER VULNERABILITIES. WE WILL NOT BE LIABLE IN ANY MANNER IN THE EVENT OF DATA LOSS, DATA CORRUPTION, OR DATA DESTRUCTION. IN ADDITION, THE SERVICES MAY BE SUBJECT TO MALFUNCTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. YOU USE THE SERVICES AND TRANSMIT INFORMATION TO US AT YOUR OWN RISK. SHOWDIGS IS NOT RESPONSIBLE FOR THE ACTIONS, INACTIONS, PRODUCTS, OR SERVICES OF USERS (INCLUDING CLIENTS, PROSPECTS, AND AGENTS) OF THE SERVICES. SHOWDIGS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF ANY AGENTS, CLIENTS, OR PROSPECTS WHO USE THE SERVICES. IF A DISPUTE ARISES BETWEEN YOU OR ANY PARTY OTHER THAN SHOWDIGS, YOU RELEASE AND HOLD HARMLESS SHOWDIGS FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. YOU FURTHER ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE EXPRESSLY INDICATED BY SHOWDIGS IN WRITING, OTHER USERS OF THE SERVICES ARE NOT AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, PARTNERS, INDEPENDENT CONTRACTORS, OR EMPLOYEES OF SHOWDIGS.

c. LIMITATION OF LIABILITY. SHOWDIGS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES. FURTHER, SHOWDIGS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY PARTY OTHER THAN SHOWDIGS; OR (iii) ANY ACTIVITIES OF THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, SCAMS, IDENTITY THEFT, OR OTHER FRAUDULENT ACTIVITY). IN NO EVENT SHALL SHOWDIGS'S AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING UNDER THESE TERMS EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID BY YOU DURING THE TWELVE MONTH PERIOD DIRECTLY PRECEDING THE CLAIM, AND (II) FIVE HUNDRED U.S. DOLLARS (US $500).

d. THE ABOVE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF SHOWDIGS'S NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OR PERFORMANCE OR FAILURE TO PERFORM ANY SERVICES (INCLUDING, WITHOUT LIMITATION, ANY SCAMS, IDENTITY THEFT, OR OTHER FRAUDULENT ACTIVITY THAT OCCURRED NOTWITHSTANDING THE PERFORMANCE OF, OR FAILURE TO PERFORM, LISTING SHIELD) AND EVEN IF SHOWDIGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  MOREOVER, SHOWDIGS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SHOWDIGS’S REASONABLE CONTROL.

e. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SHOWDIGS’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON SHOWDIGS’S CHOICE OF LAW PROVISION SET FORTH BELOW.

f. Indemnity. You agree to indemnify and hold Showdigs and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) (“Claims”), arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Showdigs’s authorized use of your User Content; (iv) any Site Visit (whether a Guided Site Visit or Unguided Site Visit); or (v) your violation of the rights of any third party, including without limitation Agents, Prospects and Tenants.

g. EXPRESS ASSUMPTION OF RISK. WITHOUT LIMITING SECTIONS 11(a), (b), OR (c), YOU EXPRESSLY AGREE TO ASSUME ANY AND ALL RISKS IN CONNECTION WITH SITE VISITS (WHETHER SITE VISITS ARE GUIDED SITE VISITS OR UNGUIDED SITE VISITS), INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (I) DAMAGE TO PROPERTY; (II) INJURY TO PERSONS; (III) ANY OTHER DAMAGE OR LIABILITY THAT MAY ARISE DUE TO THE ACTS OR OMISSIONS OF ANY AGENT, PROSPECT, TENANT, ANY OF THEIR INVITEES OR LICENSEES, OR ANY OTHER PARTY THAT MAY COME ON OR NEAR THE PROPERTY IN CONNECTION WITH OR AFTER THE SITE VISIT (INCLUDING, WITHOUT LIMITATION, IF AN AGENT OR PROSPECT FAILS TO LOCK THE PROPERTY UPON DEPARTURE OF THE PROPERTY OR IF ANYONE FALSELY REPRESENTS HIS OR HERSELF AS AN AGENT, PROSPECT, TENANT, OR OTHERWISE); AND (IV) ANY OTHER DAMAGE OR LIABILITY THAT MAY ARISE IN CONNECTION WITH THE SITE VISIT.

12. Arbitration Agreement. By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Showdigs on an individual basis in arbitration, as set forth in this Section 12 ("Arbitration Agreement”). This will preclude you from bringing any class, collective, or representative action against Showdigs, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Showdigs by someone else.

a. Agreement to Binding Arbitration between You and Showdigs.

You and Showdigs agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Showdigs, and not in a court of law.

You acknowledge and agree that you and Showdigs are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Showdigs otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Showdigs each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

b. Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at adr.org/arb_med or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.

c. Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the United States  and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

d. Location and Procedure.

Unless you and Showdigs otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Showdigs submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

e. Arbitrator’s Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

f. Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

g. Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

13. Miscellaneous.  

a. Feedback.

Any comments, suggestions, or ideas about the Services that you choose to provide (collectively, “Feedback”) will be treated as non-proprietary and non-confidential to you. You agree that we have the right to use any Feedback that you submit in any manner as we see fit (including for commercial, publicity, trade, promotional, or advertising purposes) and in all media now known or hereafter devised, without notice, restriction, or compensation to you.

b. Use of Third-Party Services.

b. The Services may link to or integrate third-party websites or plug-ins, or otherwise make available third-party products, data, and other materials to you from time to time in connection with the Services (collectively, “Third-Party Services”). By installing or using Third-Party Services may result in transmission of your data and User Content to third parties, or otherwise result in third-party access to or use of your data and User Content. By using such functionalities, you are directing us to access, route, and transmit to you the selected third-party Services on the terms stated herein. Our inclusion of, linking to, or permitting your use or installation of any Third-Party Services does not imply approval or endorsement thereof by us. We may block or disable access to Third-Party Services at any time. You acknowledge and agree that we are not liable for any loss or damage that you may incur based on the availability of, or your reliance on, any Third-Party Services. Your use of Third-Party Services is at your own risk and is subject to any additional terms, conditions and policies imposed by the applicable owners of such Third-Party Services.

c. Choice of Law.

These Terms will be governed by and construed in accordance with the laws of the State of Washington without reference to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction and venue in the state and federal courts located in Seattle, Washington for any and all disputes, claims, and actions arising from or in connection with the Services or these Terms. The foregoing choice of law and forum selection provisions do not apply to the Arbitration Agreement in Section 12 or to any arbitrable disputes as defined therein, which shall be governed by the Federal Arbitration Act.

d. Claims of Copyright Infringement.

Claims of copyright infringement should be delivered to our registered agent for service of process, c/o Showdigs, Inc. at 2810 N Church St PMB 96102, Wilmington, Delaware 19802. Please see Section 512(c)(3) of the Digital Millennium Copyright Act (the “DMCA”) for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on the Services is infringing, you may be liable to Showdigs for certain costs and damages.

e. Notice.

Showdigs may give notice by means of a general notice within the Application, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid postage to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Showdigs, with such notice deemed given when received by Showdigs, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Showdigs, Inc. at 2810 N Church St PMB 96102, Wilmington, Delaware 19802.

f. General.

Nothing in these Terms creates a joint venture, partnership, agency or similar endeavor between you and Showdigs. You may not assign these Terms without Showdigs’ prior written approval. Any use of your Account by any person other than you is a material breach of this Agreement.  Showdigs may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Showdigs’ equity, business or assets; or (iii) a successor by merger. Any purported assignment not in accordance with this section shall be void. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Showdigs’ failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Showdigs in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement section of these Terms.

14. Additional Terms Applicable to Mobile Devices.

a. Apple App Store Terms

The following terms apply if you install, access, or use the Application made available by Showdigs through the Apple App Store on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”):

• Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. As between Apple, Showdigs, and you, Showdigs, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules for the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review and hereby agree to the Usage Rules for the Apple iOS App Store Terms.
• Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.
• Maintenance and Support. You and Showdigs acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
• Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Showdigs.
• Product Claims. You and Showdigs acknowledge that as between Apple and Showdigs, Showdigs, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
• Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Showdigs, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
• Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:

Showdigs, Inc. dba Showdigs

2810 N Church St PMB 96102

Wilmington, Delaware 19802

info@showdigs.com

• End User Representations and Warranties. You represent and warrant that (i) you are compliant with, and you will comply with, any third-party terms applicable to your use of the  iOS App; (ii) you are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (iii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

b. Google Play Store Terms

The following terms apply if you install, access, or use the Application made available by Showdigs through the Google Play Store on any device that contains the Android mobile operating system (the “Android App”) developed by Google, LLC (“Google”):

• You acknowledge that these Terms are between you and us only, and not with Google.
• You acknowledge you have had the opportunity to review the Google Play Developer Distribution Agreement provided by Google, available at https://play.google.com/about/developer-distribution-agreement.html, as amended from time to time (“Developer Distribution Agreement”), and agree that the Developer Distribution Agreement will control with respect to your use of or access to the Android App in the event of any conflict with these Terms.
• Your use of our Android App must comply with Google’s then-current Android Market Terms of Service, as well as applicable law, regulation, and the Developer Distribution Agreement.
• If you experience any defects or performance issues with respect to the Android App, you agree that you will contact Showdigs and not Google.
• By submitting personal information or making such information available for processing by the Android App in connection with your access to and/or use of the Android App (including, without limitation, usernames, passwords, or other login information) (“User Information”), you acknowledge and agree that:
  • Showdigs shall have the ability to access, monitor, use, or disclose certain User Information that is available to you, and/or provided by you, in your Account.
  • Showdigs shall have the right to provide such User Information to its service providers, subcontractors, sub-processors, and other third parties in connection with its provision of the Services to you, subject to these Terms and applicable laws.
  • You hereby consent to the access, monitoring, use and disclosure of your User Information by Showdigs and by Google, to the extent necessary to provide the Services, and subject to applicable laws. Additionally, to the extent that User Information is submitted, posted, or displayed to or from any Google APIs by the Android App, you consent to the use, hosting, storage, modification, communication, and publication of such User Information for the sole purpose of enabling Google to provide, secure, and improve the Google APIs (and the related service(s)) and only in accordance with the applicable Google privacy policies (available here: https://policies.google.com/privacy).
  • If you provide User Information to the Android App which relates to your Google Account, the Android App will only use such information to access your Google Account with your authorization, and for the limited purposes that you have authorized; provided that Showdigs’s use of User Information relating to a Google Account may be deemed to have been authorized based on applicable privacy settings in your Google Account.
• Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and content available thereon. Google has no obligation or liability to you under these Terms. Nothing in this section shall be read to modify or limit your or Google’s obligations under the Google Play Terms of Service.

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