ShowOff.com Terms of Use

VisApp End User Software License Agreement
This Software License Agreement (“EUSLA”) is a legal document between you (individual or entity) and VisApp, LLC (“VisApp”) including its dba called Showoff.com (“ShowOff”). It is important that you read this document before using the software (“Software”) and any accompanying documentation, including, without limitation printed materials, online files, or electronic documentation (“Documentation”). These terms are important: we have done our very best to make them readable. The software is protected by Patent, Copyright laws and International Copyright Treaties, as well as other intellectual property laws and treaties. By completing the registration process and using the Software, you agree to be bound by the terms of this EUSLA as well as the VisApp and Showoff Privacy Policies (“Privacy Policy”) and Terms of Use including, without limitation, the warranty disclaimers, limitation of liability, data use and termination provisions below. You agree that this agreement is enforceable like any written agreement negotiated and signed by you. If you are entering into this agreement on behalf of a company or any other legal entity, you represent that you have the authority to bind each entity to these terms and conditions. If you do not agree to the terms and conditions below, do not use the software.
Grant of License:

This (EUSLA) grants you the following rights; VisApp grants you a non-exclusive license to use Showoff’s “Visualizer (s)”. You may not sell or license the software to any third party.

A. General Terms of Use
Showoff may monitor or review your conduct on the software in an effort to protect the Software from distasteful or illegal use.

In using the Software you agree not to:

Use it for illegal purposes;

Upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; or any law.
Interfere with or disrupt the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software;
Collect or disseminate information about other users, including e-mail addresses, without their consent, or otherwise invade another's privacy or violate rights of publicity or intellectual property rights (including but not limited to copyright, trademark and patent rights);
Use the Software in a manner, or upload any material, or transmit material through it, that is unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, sexually explicit, or otherwise objectionable material of any kind or nature; or harm minors in any way;
Transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
Engage in any other conduct which, in Showoff's sole discretion, is considered inappropriate, unauthorized or objectionable.
Use the Software in connection with junk mail, surveys, contests, pyramid schemes, , transmit or otherwise make available any unsolicited or unauthorized advertising, or any other form of solicitation or use any distribution lists including any person who has not given specific permission to be included in such a process (commercial or otherwise); or use it for any illegal purpose.
You understand and agree that you could be exposed to content posted by other users that may be offensive, indecent or objectionable. Under no circumstances will Showoff be liable in any way for any content posted by any user or third party. Showoff does not control the content posted by users via the Software and, as such, does not guarantee the accuracy, integrity or quality of such content.
You acknowledge, consent and agree that Showoff may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) respond to claims that any Content violates the rights of third parties; (c) respond to your requests for contractors or other ShowOff affiliates; or (d) protect the rights, property or personal safety of Showoff, its users and the public.
We may remove any content that you transmit to us, or terminate your account or subscription, if we are requested to do so by a copyright holder, or if your use of the Software, or that Content violates this terms of use or is otherwise, deemed to be, in our reasonable discretion, inconsistent with the legitimate purposes and uses of the software.
YOU REPRESENT, WARRANT AND AGREE THAT YOU WILL NOT TRANSMIT ANY IMAGES, MUSIC, MOVIES OR OTHER CONTENT OVER OUR SOFTWARE UNLESS YOU HAVE THE NECESSARY RIGHTS, INCLUDING ANY COPYRIGHT RIGHTS, TO DO SO.

B. Registration

SHOWOFF USER ACCOUNT REGISTRATION

If you choose to register with Showoff, you must provide truthful and accurate information. Showoff reserves the right to limit the number of photographs a user can store on the site. Showoff and you both have the right to terminate or cancel your account.

Some of the information we collect from you may be personally identifiable information. We will comply with our Privacy Policy at all times with respect to this information. You are solely responsible for all activity on your account and you may not reveal your password to other users.

C. Age Restriction.
If you are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are in such a jurisdiction and under such age limit, You may not enter into this Agreement to use the Showoff Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction that Your use of the Showoff Software is allowed.

D. Storage / Transfer of Information.
Showoff stores and processes the information which Showoff collects from you. Your acceptance of this agreement includes your consent to transfer such information outside your country.

E. Limited Warranty
Showoff warrants to the person or entity that the Software will perform substantially in accordance with any accompanying Documentation. THE RENDERINGS CREATED ARE COMPUTER GENERATED AND ACTUAL APPLICATION OF PRODUCTS AND PLANTINGS WILL NOT BE THE SAME AS VIEWED WITH THE SOFTWARE. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, Showoff software is provided without any warranty of any kind, and Showoff hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, quality, performance, accuracy, reliability, damages for loss of data, business interruption or any other commercial damages or losses, arising out of or related to the software and non-infringement. Showoff makes no warranty that the Showoff software will be available, accessible, uninterrupted, timely, secure, and error-free or otherwise meet your expectations. This disclaimer of warranty constitutes an essential part of this agreement. As some jurisdictions do not allow some of the exclusions or limitations above, they may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

F. Limitation of liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHOWOFF AND ITS SUBSCRIBERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SOFTWARES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SOFTWARES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SOFTWARE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SOFTWARE; OR (v) ANY CHANGES WHICH SHOWOFF MAY MAKE TO THE SOFTWARE (vi) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;(vii) ANY OTHER MATTER RELATING TO THE SOFTWARE.

THE LIMITATIONS ON SHOWOFF’S LIABILITY TO YOU IN PARAGRAPH ABOVE SHALL APPLY WHETHER OR NOT SHOWOFF HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Showoff.com serves as the facilitator for bringing customer, vendor and service providers together only and does not enter into the transaction and is not responsible in any way for the dealings thereafter.

G. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS E AND F MAY NOT APPLY TO YOU.

H. Pre-Release Product Additional Terms
If the product you are using with this license is pre-commercial release or alpha or beta Software (“Pre-release Software”), then this Section applies. In addition, this section applies to all demonstration copies of Showoff software. To the extent that any provision in this section is in conflict with any other term or condition in this EUSLA, this section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Pre-release Software is a pre-release version, does not represent final product from Showoff, and may contain bugs, errors and other problems that could cause system or other failures and data loss. CONSEQUENTLY, THE PRE-RELEASE IS PROVIDED TO YOU “AS-IS” WITH NO WARRANTIES FOR USE OR PERFORMANCE, AND SHOWOFF DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED. You acknowledge that Showoff has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that Showoff has no express or implied obligation to you to announce or introduce the Pre-release Software, and that Showoff may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this EUSLA, if requested by Showoff, you will provide feedback to Showoff regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, your use of the Software is governed by such agreement. You may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-release Software. Upon use of unreleased version of the Pre-release Software or release by Showoff of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product you agree to abide by the terms of the license agreement for any such later versions of the Pre-release Software. The Showoff pre-release software is free software and Showoff may at its discretion introduce fees for the software or any particular feature.

I. Intellectual Property Rights

Acknowledgement of Showoff's Rights.
You acknowledge that the Software is the intellectual property of and is owned by VisApp. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Showoff. The software is protected by Patent, Copyright laws and International Copyright Treaties, as well as other intellectual property laws and treaties. You acknowledge that Showoff retains the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the product, and that Showoff’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and “applets” incorporated into the Software and all accompanying printed materials. You will take no actions, which adversely affect Showoff’s intellectual property rights in the Software. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners’ names. Trademarks may only be used to identify printed output produced by the Software, and such use of any trademark does not give you any right of ownership in that trademark. You shall retain all title, ownership rights, and intellectual property rights in Your Content and any copies or portions thereof provided it complies with this license agreement. Showoff respects the intellectual property rights of others and we ask our users to do the same. Material available on or through other websites may be protected by copyright. Showoff is not responsible for content on other websites and services that you may find or access while using Showoff software. Actual products and colors may vary from the images displayed in the Showoff software. We strongly recommend you view actual product samples before making a final product/color selection.

J. Title
Title to the Software is not transferred to you. Ownership of the Software is vested in Showoff, subject to the rights of use granted to you in this EUSLA.

K. Indemnity
The Licensee will indemnify and hold Showoff, its related companies and its subscribers, harmless from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them arising from the Licensee’s use in whatever way of the Licensed Software. As a condition of Your use of the Showoff Software, You agree that You will not use the Showoff Software: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate any content in any form or format that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable under applicable laws or community standards; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You are solely responsible for all the content that You upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Showoff Software, and You will be solely responsible for any damage to any party resulting thereof.

L. Compliance with Applicable Laws
SHOWOFF assumes you have knowledge of applicable law and are responsible for compliance with any such laws. You may not use the Software in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

M. Third Party Software
Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions will be intimated to you. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.

N. Links to Third Party Sites
Showoff.com may contain links to Sites owned or operated by parties other than showoff.com. The links are provided for your reference only; showoff.com does not control other Sites and is not responsible for the content nor imply any endorsement of the material on the Site. Unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does showoff.com inclusion of the links imply that showoff.com is authorized to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected in the linked site.

O. Email Notification
To let you know that new Content and subscribers are available from time to time, Showoff.com will send you e-mail describing the latest Content and how to get access to the Content. Because this email is necessary for you to receive the Software, you will receive this email even if you have opted out of receiving other email from Showoff. If you do not want to receive email, you may cancel the Software at any time as provided in this Agreement.

P. Term and Termination
The License is effective until terminated by you or Showoff. Showoff may terminate the License if the Licensee fails to comply with any term or condition of this agreement or infringes Showoff’s intellectual property rights in the Licensed Software. You may terminate this Agreement. In the event you choose to terminate your account, Showoff reserves the right to retain data. Any termination of the License or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party.

Q. Waiver
Failure or neglect by either party to exercise any of its rights or remedies under this agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.

R. Governing law
This License shall be construed, interpreted and governed by the laws of Florida and the courts in Florida alone will have jurisdiction in case of any dispute without regard to the conflict of law provisions. Showoff reserves all rights not specifically granted in this License.

S. Modifications to the Software or Legal Terms
Unless otherwise provided, Showoff may change the Terms and Conditions or the License Agreement at any time in its sole discretion. In the event of any material or substantial change in the terms and conditions of the Terms of Use or the License Agreement, Showoff may notify you via email, and/or by posting an announcement of the changes on the Software. By using the Software after any change you acknowledge and accept the changes. You can find the latest version of this Agreement at the Showoff website.

T. General Provisions
This EUSLA contains the entire agreement and understanding of the parties with respect to the subject matter thereof, and supersedes all prior written and oral understandings of the parties with respect to the subject matter thereof.

Any notice or other communication given under this EUSLA shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Showoff’s Web site for Showoff and the address shown in Showoff’s records for you, or such other address as the parties may designate by notice given in the manner set forth above.

If for any reason any provision of this EUSLA is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this EUSLA, and this EUSLA shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.