THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE UNIFORM ARBITRATION ACT, S.C. CODE ANN. §15-48-10, ET SEQ., (AS AMENDED)
FOR SAFESHOWINGS, LLC, d/b/a
- Definition of Terms in this Agreement:
- “Application” or “Service” refers to the technology created and licensed to the Subscriber, or any other third party, including but not limited to SAFESHOWINGS’ mobile application and/or website (content, text, graphics, design, programming, and code) to which SAFESHOWINGS maintains all ownership rights including exclusive use or control of any and all content related to the technology.
- “Authorized User” refers to an employee, shareholder, member, partner, agent or contractor whom the Subscriber has expressly identified in the Subscription Agreement for purposes of registering an account (as described below) and who accesses the Application via a User Device.
- “Content” refers to any text, graphics, information, and/or any other materials submitted to the Application.
- “Document” refers to any Posting to the Application and all contents therein, including but not limited to any text, graphics, design, and/or video.
- “SafeShowings Content” referees to all other contents of the Application not submitted by an Authorized User.
- “Subscriber,” “you,” and “your” includes the Subscriber and each Authorized User such that all obligations of the Subscriber shall be equally binding upon and enforceable against each Authorized User. Subscriber shall be responsible and liable for the acts and/or omissions of its Authorized Users in connection with their use of the Application and compliance with this Agreement, the Subscription Agreement and applicable law.
- “Subscriber Services” refers to all necessary hardware, software, electrical and other physical requirements to use the Service via the Internet, including, without limitation, all devices, programs, hardware, software Internet access and telecommunications services.
- “User Content” refers to any Content submitted to the Application by an Authorized User.
- “User Device” refers to any mobile device, laptop computer, smart TV, desktop computer, tablet computer or other similar device utilized by a User to access the SAFESHOWINGS’ website.
- Acknowledgement: The Agreement is concluded between SAFESHOWINGS and the Subscriber. SAFESHOWINGS and Subscriber acknowledge that Apple, Inc. and/or Google Play is not responsible for this Agreement or the contents thereof. This Agreement will govern any type of use or transaction with any Subscriber and SAFESHOWINGS whatsoever.
- Binding Agreement: This AGREEMENT and your use of the Application constitute a binding agreement between you and SAFESHOWINGS. Your access or use of the Application indicates your acceptance of the AGREEMENT set forth herein. You are agreeing to use the Application at your own risk.
- Amendments to this Agreement: SAFESHOWINGS reserves the right to update or revise this Agreement set forth herein. Any changes made will be binding on the date they are posted and any further use of the Application will be considered acceptance of the new or updated Agreement. If at any time you wish to disclaim the Agreement or you find them unacceptable, you may not use the Application any longer. SAFESHOWINGS may make any changes to the Application at any time without recourse.
- General Use: The Application is intended to deter criminal behavior against real estate professionals and to provide other services to ensure the safety of these professionals. You may use the Application only for lawful purposes within the stated context of SAFESHOWINGS’ intended and acceptable use. SAFESHOWINGS is the sole interpreter of the Application’s intended and acceptable use.
- Subscriber Responsibility. Subscriber is responsible for (i) procuring, installing, and maintaining at its expense, all Subscriber Services; (ii) complying with all laws, rules and
regulations related to the Subscriber Services; and (iii) keeping user names and passwords secret and confidential, and, for any communications or transactions that are made, using the same.
- Authorized User IDs and Passwords. Subscriber acknowledges and agrees that each Authorized User ID (“User ID”) may only be used by the Authorized User to whom SAFESHOWINGS assigns it and may not be shared with or used by any other person, including another Authorized User. Subscriber is solely responsible for maintaining the confidentiality of all User ID(s) and password(s) giving access to the Application and is fully responsible for all activities that occur under User ID(s) and password(s). Subscriber agrees to notify SAFESHOWINGS immediately of any unauthorized use of any User ID or password. Continued failure by Subscriber or any Authorized User to maintain User ID or password security may result in the suspension of use of the Application or termination of the Subscription Agreement, to be determined by SAFESHOWINGS in its sole discretion.
- User Accounts.
- Eligibility. You may use the Application only if you can form binding contract with SAFESHOWINGS and are not a person barred from receiving the Application or similar services under the laws of the United States or other applicable jurisdictions. If you are accepting this Agreement and using the Application on behalf of a company, organization, government or other legal entity, you represent and warrant that you are authorized to do so.
- Registration. To access and/ or use the Application, you must register an account and agree to the following in connection therewith:
- As an Authorized User, you must be at least 13 years of age;
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the account registration process (“Registration Data”). You further agree to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and complete.
iii. You must accept emails (or other electronic communications) from SAFESHOWINGS at the email address provided in your Registration Data. Except as otherwise provided in this Agreement, you further agree that SAEFSHOWINGS may provide any and all notices, statements, and other communications to you through either email or posting on the Application;
- Your login User ID and password may be used only by one person – a single login shared by multiple people is not permitted.
- You are responsible for maintaining the security of your User ID and password. SAFESHOWINGS cannot be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account.
- Intellectual Property Rights
- Intellectual Property: SAFESHOWINGS retains all rights, title, and interests in the Application, and the Application is the sole property of SAFESHOWINGS and is protected by United States and foreign copyright, trademark, and any other laws. Except for the limited licenses expressly granted to you in these AGREEMENT, SAFESHOWINGS reserves for itself and its licensors all other rights, title, and interests. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the content, materials, documents, or information related to the Application, or use them in any other way for public or commercial purpose. This prohibition includes, but is not limited to, (a) copying or adapting anything listed or produced on the Application; (b) using or attempting to use any tools, devices, scripts, robots, mechanisms, or processes to navigate, search, or access any materials other than the search mechanism provided by the Application; (c) aggregating, copying, or duplicating in any manner any of the content or information related to the Application without express permission from SAFESHOWINGS. In the event of any Subscriber infringing upon the intellectual property rights of SAFESHOWINGS, SAFESHOWINGS will have the sole right and responsibility to investigate, defend, settle, and discharge of any such intellectual property infringement claim. In the event of any claim for infringement upon any third party’s intellectual property rights that arise from the License Agreement, SAFESHOWINGS and not Apple, Inc., will be responsible for any investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
- Scope of Limited License: The license granted to the Subscriber for the Application is a limited, terminable, non-exclusive, and non-transferable license to access, use, and display the Application during the term of the Subscription Agreement. You acknowledge that you may not sublicense, transfer, sell, rent or assign the Subscription. Subscriber shall not permit anyone other than an Authorized User to have access to or use of the Service. Any attempt to sublicense, transfer, sell, rent or assign the Subscription is null and void.
- SafeShowings Content. The SafeShowings Content on or displayed via the Application, including but not limited to the letters and service marks, the SAFESHOWINGS logo and trade name, other SAFESHOWINGS logos and titles, and registered and unregistered trademarks (“trademark” as used herein includes service marks), is protected under United States copyright, trademark and/or other intellectual property laws. Unauthorized use of the Safeshowings Content may violate applicable copyright, trademark, intellectual
- User Content. Subscriber and each of its Authorized User(s) may submit User Content to the Service. Subscriber shall be solely responsible for all User Content submitted by its Authorized User(s) and the consequences of submitting and publishing such User Content on the Service, including re-publication by others. You affirm, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to publish any User Content that you submit. You further affirm, represent and warrant that the User Content you submit to the Service will not contain any Prohibited Content.
- Prohibited Content. SAFESHOWINGS may remove or block any User Content identified in the Prohibited Content list below as well as any User Content similar to the Prohibited Content list. However, SAFESHOWINGS undertakes no obligation to remove or block this User Content. “Prohibited Content” includes, but is not limited to, any User Content that:
- Contains any third party copyrighted material, or material that is subject to other third party proprietary rights, unless Authorized User has permission from the owner of the material;
- Contains a virus, Trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
- Solicits any personal information or passwords from any other Authorized User for any use;
- Contains offensive subject matter, violence, or nudity including content that exploits anyone in a violent or sexual manner and any content that harasses or promotes harassment of another individual or group;
- Contains content promoting physical harm of any kind against any one person or group;
- Contains offensive contents promoting hatred, racism, bigotry of any kind against any one person or group;
- Provides personal information, to include email addresses, telephone numbers, full names, or physical addresses, without that individual’s expressed consent; h. Contains links to any adult websites;
- Misleading information known to be false;
- Promotes illegal activities, abusive conduct or any other activity deemed to be threatening, libelous, obscene, or defamatory;
- Contains any attempt for “spamming” or unsolicited mass media contact; or
- Promotes unapproved commercial enterprises to include unapproved advertising, criminal activity, instructional information concerning illegal activities, contests, or sweepstakes.
- Fees and Payments; Audits.
- Fees. SAFESHOWINGS, in its sole discretion, may require payment of fees to utilize the Service. All Service fees are stated in U.S. dollars. Subscriber shall pay all applicable fees, as described in the Subscription Agreement, and any related taxes or additional charges. All fees are non-refundable unless expressly stated otherwise in the Subscription Agreement.
- Subscriber’s Payment Obligation. In addition to any other rights granted to SAFESHOWINGS herein, SAFESHOWINGS reserves the right to suspend or terminate the Subscription Agreement and Subscriber’s access to the Service if Subscriber’s account becomes delinquent. Subscriber will be obligated to pay the balance due on account. Subscriber agrees that SAFESHOWINGS may charge such unpaid fees and charges to Subscriber’s credit card or ACH. If Subscriber fails to comply with payment schedule, Subscriber will have thirty (30) days to cure payment delinquency before SAFESHOWINGS may exercise the right to suspend or terminate the Subscriber’s account. SAFESHOWINGS reserves the right to go to collections for any outstanding amounts. SAFESHOWINGS may change its prices at any time but will provide you reasonable notice of any such changes by posting the new prices on the Service and by sending you email notification. If you do not wish to pay the new prices, you may cancel the Service prior to the change going into effect. If both SAFESHOWINGS and Subscriber have mutually agreed to pricing in a separate vendor agreement, purchase order, or outside agreement for the Service, that document will control the price to be paid.
- Audit. SAFESHOWINGS may audit electronically or otherwise, with or without notice to Subscriber, the number of Authorized Users which utilize or access the Service, as well as the use and location of such Authorized Users. In the event that the number of users is found to be greater than the number licensed, Subscriber will be invoiced for the additional required licenses at SAFESHOWINGS then-current rates for all fees due, as of the date that each unauthorized access commenced. In addition, Subscriber shall be charged interest at an annualized rate of eighteen percent (18%) of the unpaid fees calculated beginning with the date that the unlicensed access was obtained through the date of payment by the Subscriber, it being understood that Subscriber shall have five (5) business days from the date which SAFESHOWINGS provides written notice to Subscriber to provide written notice to SAFESHOINGS that Subscriber is in good faith disputing the audit results (the “Audit Review Period”) and shall have an additional period of ten (10) business days commencing immediately upon the conclusion of the Audit Review Period to resolve any outstanding dispute (the “Audit Resolution Period”) of the audit results, acting reasonably. The parties agree that during the Audit Review Period and the Audit Resolution Period that no interest shall accrue on any disputed amounts.
- Confidential Information. You agree to treat in confidence and to not disclose all confidential materials and/or information of SAFESHOWINGS. For all purposes herein, SAFESHOWINGS claims, and you acknowledge, that such confidential information shall include, but not be limited to, the Service, the SafeShowings Content, and any source code, technical information, and written documentation created, developed, modified, customized or released by TEAMPOHORIA in connection therewith (“Confidential Information”). You shall not disclose any Confidential Information to a third party, without the prior written consent of SAFESHOWINGS, except as required by law. Your obligation to treat documents, materials and other information as Confidential Information shall not apply to any information which (i) you can demonstrate was already lawfully in its possession prior to the disclosure thereof by SAFESHOWINGS; (ii) is known to the public and did not become so known through any violation of a legal obligation; (iii) became known to the public through no fault of your own; (iv) is later lawfully acquired by you from other sources; (v) is required to be disclosed under the provisions of any state or federal statute or regulation issued by a duly authorized agency, board or commission thereof; or (vi) is required to be disclosed by a rule or order of any court of competent jurisdiction.
- Subpoena or Court Order. In the event you receive a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction, you will (i) promptly notify SAFESHOWINGS of the existence, terms and circumstances surrounding such a request; (ii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information as you are advised by counsel is legally required to be disclosed; and (iii) cooperate with SAFESHOWINGS, at its expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that potion of such Confidential Information that is required to be disclosed.
- Return of Confidential Information. Except as specifically permitted otherwise in this paragraph, at the request of SAFESHOWINGS, you shall promptly return to SAFESHOWINGS all Confidential Information made available by SAFESHOWINGS or its representatives to you or your representatives, including all copies, reproductions, notes, extracts, compilations and repositories thereof created by either party. Upon the prior written consent of SAFESHOWINGS, you may destroy Confidential Information in lieu of returning such Confidential Information as provided above; provided, however, that such destruction shall be certified in writing to SAFESHOWINGS by the receiving party. Notwithstanding the foregoing, Subscriber may retain data or electronic records containing Confidential Information for the purposes of backup, recovery, contingency planning, or business continuity planning, so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business,
are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning, or business continuity purposes. If such data or records are restored or otherwise become accessible, Subscriber agrees to permanently delete them.
- Product Claims: SAFESHOWINGS is responsible for addressing any claims that arise out of the use or control of the Application, including but not limited to (i) product liability actions, (ii) any claims arising from the Application failing to conform with any applicable legal or regulatory requirement, (iii) claims arising under consumer protection or similar legislation, (iv) and any other applicable law to the use and control of this Application. SAFESHOWINGS is under no obligation to screen any User Content or any other Subscriber submitted information at any time. Should SAFESHOWINGS receive notice from anyone that any Document, User Posting, or any other User submitted information violates these AGREEMENT, SAFESHOWINGS reserves the right to investigate the claim and, in its sole discretion, remove the same and/or terminate the User’s license to the Application, but SAFESHOWINGS has no obligation or liability for engaging or failing to engage in these activities. SAFESHOWINGS assumes no responsibility for any User Content that may be defamatory or may contribute to any other viable claim under tort law.
- DISCLAIMER OF WARRANTIES:
- SAFESHOWINGS PROVIDES THE APPLICATION WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND, AND THE APPLICATION IS PROVIDED ONLY ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SAFESHOWINGS DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURCHASER, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. SAFESHOWINGS MAKES NO WARRANTIES ABOUT THE RELIABILITY, EFFECTIVENESS, ACCURACY NOR TIMELINESS OF THE APPLICATION.
- NOTWITHSTANDING THE ABOVE, SAFESHOWINGS DOES NOT REPRESENT THAT THE APPLICATION WILL OPERATE ERROR-FREE OR THAT THE APPLICATION IS FREE OF ANY GLITCHES OR VIRUSES OR ANY OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE APPLICATION RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, SAFESHOWINGS IS NOT LIABLE FOR ANY DAMAGES STEMMING FROM THE SERVICE OR REPLACEMENT OF EQUIPMENT OR DATA, INCLUDING BUT NOT LIMITED TO THE COSTS.
- FURTHERMORE, SAFESHOWINGS MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES REGARDING THE COMPLETENESS, TRUTHFULNESS ACCURACY, TIMELINESS RELIABILITY, OR RELIABILITY OF ANY DOCUMENTS, VIDEOS, OR ANY
OTHER INFORMATION POSTED BY USERS OR OF ANY OTHER COMMUNICATION BY ANY USERS. DOCUMENTS, VIDEOS, AND ALL OTHER INFORMATION MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU AGREE TO SOLELY ASSUME THE RISK OF YOUR RELIANCE ON ANY DOCUMENTS POSTED BY USERS, OR ON ANY OTHER COMMUNICATION WITH USERS.
- SAFESHOWINGS MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES REGARDING THE CONTENT OF THE APPLICATION.
- SAFESHOWINGS MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE APPLICATION OR THE TIMELINESS OF THE APPLICATION IN MEETING ANY USER’S OBJECTIVES. SAFESHOWINGS MAKES NO WARRANTY, REPRESENTATION, PROMISE, OR GUARANTEE THAT THE APPLICATION WILL RESULT IN ANY INCREAE OR DECREASE OF BUSINESS, INCREAE OR DECREASE IN REPUTATION OR GOODWILL, OR ANY OTHER RESULT FROM USER’S USE OF THE APPLICATION.
- LIMITATION OF DAMAGES
- YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APPLICATION, THE INTERNET GENERALLY, THE USER CONTENT SUBMITTED TO THE APPLICATION THAT YOU POST, PROVIDE, OR ACCESS, ANY COMMUNICATIONS BY YOU THROUGH THE APPLICATION, AND FOR YOUR CONDUCT AT ALL TIMES ON AND OFF OF THE APPLICATION.
- UNDER NO CIRCUMSTANCES SHALL SAFESHOWINGS BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER RESULTING FROM, ARISING UNDER, OR IN CONNECTION WITH SERVICES OR THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS THE APPLICATION AND/ OR ANY DOCUMENTS POSTED, WHETHER SUCH NON-DIRECT DAMAGES BE, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, OR OTHER DAMAGES AND WHETHER SUCH NON-DIRECT DAMAGES BE BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL THEORY. SHOULD A STATE OR JURISDICTION NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATION OF THE PRECEDING SENTENCE MAY NOT APPLY TO YOU, AND SAFESHOWINGS’S MAXIMUM LIABILITY TO YOU FOR ANY NON DIRECT TYPE OF DAMAGES SHALL BE THE AGGREGATE OF THE AMOUNT OF FEES PAID BY THE SUBSCRIBER TO SAFESHOWINGS FOR THE APPLICATION IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
- SAFESHOWINGS, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, ADVERTISERS OR SUBSIDIARIES SHALL NOT BE LIABLE IN ANY EVENT FOR ANY DIRECT DAMAGES IN EXCESS OF THE AGGREGATE OF THE AMOUNT OF FEES PAID BY THE SUBSCRIBER TO SAFESHOWINGS FOR THE APPLICATION IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
- UNDER NO CIRCUMSTANCES WILL SAFESHOWINGS BE LIABLE FOR THE USE OR CONTROL OF ANY USER CONTENT OR ANY SUBSCRIBER INFORMATION THAT IS POSTED ON THE APPLICATION. THE SUBSCRIVER IS SOLELY RESPONSIBLE FOR ALL CONTENT POSTED AND WILL INDEMNIFY SAFESHOWINGS FOR ANY AND ALL DAMAGES ARISING OUT OF THE USE OR CONTROL OF ANY AND ALL INFORMATION THAT THE SUBSCRIBER POSTS OR RETRIEVES FROM THE APPLICATION. SAFESHOWINGS IS UNDER NO OBLIGATION TO VERIFY SUBSCRIBERS, AND ANY SUBSCRIBER RELEASES SAFESHOWINGS FROM ANY DEMANDS, CLAIMS, OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL OR CONSEQUENTIAL, RESULTING FROM ANY DISPUTES BETWEEN A SUBSCRIBER AND A THIRD PARTY.
- YOU FURTHER AGREE THAT SAFESHOWINGS MAY AVAIL ITSELF OF ANY AND ALL EQUITABLE RELIEF AVAILABLE TO IT SHOULD YOU BREACH THIS AGREEMENT.
- SHOULD EITHER PARTY HAVE TO ENFORCE THIS AGREEMENT THROUGH LEGAL PROCEEDINGS, THE PREVAILING PARTY SHALL BE ENTITLED TO THE REIMBURSEMENT OF ALL COURT COSTS, LITIGATION COSTS, AND REASONABLE ATTORNEY’S FEES AS ALLOWED BY LAW IN ADDITION TO THE OTHER REMEDIES PROVIDED HEREIN.
- Indemnity. You agree, to the fullest extent permitted by applicable law, to forever hold harmless, defend and indemnify SAFESHOWINGS, its members, managers, directors, officers, shareholders, other affiliated persons or entities, employees, contractors, co branders, partners, agents and other Content providers (“Indemnified Parties”) from and against any and all loss, cost, claims, liabilities, damages, disputes, and expenses, including court costs and attorneys’ fees, related to (i) your violation of the Subscription Agreement or any information, software, files, messages or other Content submitted to or made available on the Service, (ii) your use of and/ or access to the Service, (iii) your violation of any third-party right, including without limitation any copyright, property or privacy right, or (iv) any claim that your User Content caused damage to or infringes the intellectual property or privacy or other rights of a third party. The Indemnified Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide defense to the Indemnified Parties in that matter but shall remain responsible to reimburse SAFESHOWINGS and each Indemnified Party for its defense expenses. This section shall survive the termination or cancellation of the Subscription Agreement or any termination or suspension of your use of or access to all or any aspect of the Service
- Legal Compliance: SAFESHOWINGS is not located in a country that is subject to a United States embargo nor a “terrorist supported” Country. SAFESHOWINGS is not listed in any of the U.S. Government lists of prohibited or restricted parties. By accepting these AGREEMENT, You acknowledge and warrant that you are not located in a country that is subject to a United States embargo nor a “terrorist supported” Country. You further acknowledge and warrant that you are not listed in any of the U.S. Government lists of prohibited or restricted parties.
- Choice of Law: You agree that should any legal cause of action or dispute arise from these AGREEMENT, your transaction with SAFESHOWINGS, or any use of the Application, that you will be under the laws of the State of South Carolina and that proper venue to assert such claims or disputes shall rest solely in Charleston County.
- Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be submitted to binding arbitration in accordance with the requirements of the South Carolina Uniform Arbitration Act as then in effect (“SCUAA”). All arbitration proceedings shall be conducted in the County of Charleston, State of South Carolina. The arbitrators shall be selected as provided in the SCUAA, and the arbitrators shall render a decision on any dispute within one hundred twenty (120) days after the last of the arbitrators has been selected. If any party to this Agreement fails to select an arbitrator with regard to any dispute submitted to arbitration under this Section, within thirty (30) days after receiving notice of the submission to arbitration of such dispute, then the other party shall select an arbitrator for such non-selecting party, and the decision of the arbitrators
shall be binding upon all the parties to the dispute, their personal representatives, legal representatives, heirs, successors and assigns. Unless otherwise ordered by the arbitrators, each party to an arbitration proceeding under this Section shall pay an equal portion of all arbitrators’ expenses and fees, together with other expenses of arbitration, except that the parties shall bear their own respective expert witness, professional and attorneys’ fees. It is the intention of the parties that this agreement to arbitrate be construed as broadly as possible. Therefore, this Section applies not only to those issues which are or might be foreseeable as a result of the relationship of the parties arising out of the operation of the Company and its business, but also those matters which might later be claimed to be unforeseeable. The arbitrators shall have all such powers, save that of contempt, as are possessed by a sitting South Carolina State Circuit Court Judge, including the power to order equitable and legal relief. The arbitrators shall have the power to sanction either party for such action or inaction as is thought by the arbitrators to be appropriate.
- Age Restrictions: Pursuant to the Children’s Online Privacy Protection Act of 1998, you represent and warrant that you are over the age of thirteen (13), and if under the age of eighteen (18) or the age of majority as defined in your jurisdiction, you will use the Application under the supervision of a parent or legal guardian. No person under the age of thirteen (13) shall post, download, or use in any way this Application for any reason on any device manufactured or produced by a third party. SAFESHOWINGS clearly defines in this agreement that all use related to the Application is solely for persons above the age of thirteen (13) and under no circumstances is inviting or attempting to collect any personal information of any person under the age of thirteen (13). Use by a person under the age of thirteen (13) is strictly prohibited.
- Notices: Any questions arising from use of the Application should be sent through the Feedback form contained in the Application, and SAFESHOWINGS will respond to any such inquiries within three (3) business days. Any and all claims arising from these AGREEMENT must be sent to SAFESHOWINGS located at 401 Seacoast Parkway, Mount Pleasant, SC 29464. SAFESHOWINGS will send notice to you at the email and/or physical address submitted by you as it reasonably determines is appropriate.
- Policies and Procedures related to the Use of the Application:
- No Illegal Use. You may not use the Service to transmit, distribute, store or destroy any Content (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.
- Information Security. You are prohibited from violating or attempting to violate the security of any part of the Service, including, without limitation, (a) gaining attempting to gain access to any account, data, Service, or information for which you are not authorized, (b) attempting to penetrate a system, network, or application by probing, “phishing,” scanning or testing the vulnerability of the system or network or to breach security or authentication measures without proper authorization, (c) engaging or attempting to engage in a denial of service attack on any part of the Service for the purposes of causing any part of the Service to become impaired or inoperable, or interfering with the availability of the Service to any Authorized User through techniques including without limitation, uploading malicious software (e.g., a virus, worm, Trojan horse, “logic bomb,” etc.), “packet flooding”, “spoofing,” “spamming”, “mailbombing” or “crashing”, (d) sending unsolicited e-mail, including promotions and/or advertising of products or Service, or (e) forging any packet content or any part of any e-mail or posting. Violations of system or network security may result in civil or criminal liability. Any occurrences that may involve such violations are subject to investigation by SAFESHOWINGS and law enforcement authorities in prosecuting any suspected violator.
iii. Specific Prohibited Uses. SAFESHOWINGS prohibits any use of the Service, and you agree not to use the Service for, any of the following:
- To take any action that imposes an unreasonable or disproportionately large load on the Service or equipment on which
the Service are hosted;
- To attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of
- To frame or link to the Service or any Content or information relating thereto without prior express written permission from
- To collect information about other Authorized Users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications, or for any other purpose not explicitly authorized by SAFESHOWINGS;
- To falsify, conceal, or modify information identifying yourself or another Authorized User, including Internet Protocol header information;
- To stalk, threaten, harass or exploit any User or other person, whether in a cyber environment or in the real world; or
- To use the Service to solicit or advertise any products or Service without the express prior written consent of SAFESHOWINGS.
- Not Responsible for Offensive User Content. SAFESHOWINGS acts as a passive conduit for the online distribution and publication of User Content submitted by and between/ among Subscriber and its Authorized User(s), has no obligation to screen communications or information in advance, and is not responsible for screening or monitoring User Content or submissions posted by Subscriber or its Authorized User(s). SAFESHOWINGS takes no responsibility and assumes no liability for any User Content that you or any third party submits or publishes on the Service. If SAFESHOWINGS is notified or otherwise becomes aware of any User Content, which allegedly does not conform to the Subscription Agreement or is abusive, illegal, or disruptive, SAFESHOWINGS may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of the User Content (“Offensive Content”), suspend Subscriber’s or any such Authorized User’s use of or access to the Service, or disable or discontinue communications with the Service via which the Offensive Content was submitted. In the event SAFESHOWINGS determines, in its sole discretion, that a violation of the Subscription Agreement has occurred, SAFESHOWINGS reserves the right to expel any Authorized User to prevent further access to the Service, issue warnings to Subscriber, or terminate or suspend the Subscription Agreement. SAFESHOWINGS further reserves the right to remove, erase or overwrite Offensive Content or any information in connection therewith. SAFESHOWINGS may take any action at any time with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes it may create liability for SAFESHOWINGS, harm any other Authorized User or may cause SAFESHOWINGS to lose (in whole or in part) the services of its Internet Service Providers (“ISPs”), Application Service Providers (“ASPs”), or other suppliers.