Application End User License Agreement

Latest Update: Dec 31, 2025

This Application End User License Agreement (this “Agreement”) is a binding agreement between you (“you”) and Showami, Inc.  (“Company” or “Showami”). This Agreement governs the usage of the Showami application (including but not limited to all related documentation and the web-based and/or mobile app-based and related services) (collectively, “Application” or “Showami Platform”) by any persons accessing the Application (each a “User”). The Application is licensed, not sold, to you or any User in accordance with the terms of this Agreement. 

TERMS FOR ALL USERS

PURPOSE OF APPLICATION

Agreement of Limited Application Purpose, License, and Use. The Company operates the Application as a digital marketplace platform that is accessed in many forms, including through mobile devices and/or web interfaces. Among other functions, the Showami Platform enables you (“Requestor”) to request and receive services (“Task(s)”) from other persons (“Performer”). To access and use the Showami Platform subject to the limited and specific terms described herein, Showami grants you a limited license to use the Showami Platform for said purposes (see License Grant and Limitations Section below). 

The Showami Platform allows Users to offer, search for, and book Tasks. After identifying and selecting a Performer to perform a Task, the Requestor and Performer may communicate to understand the scope, schedule and other details of the Task (including, without limitation, any specific hazards, obstacles, or impediments in the Task location that may impact the performance of the Task). Once the Task is scheduled, Requestor and Performer have formed a legally binding contract for the Task, which includes the engagement terms proposed and accepted, and any other contractual terms agreed to in communication about the Task (the “Service Agreement”). Performer and Requestor each agree to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Task. Performers are responsible for exercising their own business judgment in entering into Service Agreements and performing Tasks and acknowledge that there is a chance for individual profit or loss. Showami is not a party to any Service Agreement and does not provide or request Tasks. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Showami.


One of the services you may request on the Showami Platform is for another User to assist you in access a real estate property (“Showing Services”). All Showing Services are subject to additional terms and conditions that are found in the “Additional Terms for Showing Services” section below. All Users using the Showami Platform for Showing Services, such as the Initiating User or the Showing Agent, which are defined in the “Additional Terms for Showing Services” section have additional terms applicable to them in the respective “Additional Terms for Initiating Users” and “Additional Terms for Showing Agents” sections.  

In addition, the Showami Platform has specific features for specific types of Users. For example, the Showami Platform has specific solutions for employers or groups of Users, such as brokerages, property managers, and landlords (“Group Solutions”), and these Group Solutions have additional terms for the Users of such solutions in the “Additional Terms for Group Solutions” section below.  

You acknowledge that your ability to request, and if applicable, obtain or perform Showing Services or other Tasks, in connection with your use of the Showami Platform does NOT establish Showami as the requestor or provider of the Showing Services or any real estate services. Showami does not request or provide Showing Services or any Tasks but instead is merely the provider of the Application.

YOU AGREE THAT YOU WILL USE THE SHOWAMI APPLICATION EXCLUSIVELY FOR THE PURPOSE FOR WHICH IT WAS DEVELOPED AND PROVIDED AS A SERVICE BY SHOWAMI, WHICH IS TO CONNECT USERS TO OTHER USERS TO PROVIDE DIFFERENT SERVICES TO EACH OTHER. THE USERS ARE RESPONSIBLE FOR MAKING REPRESENTATIONS OF WHAT TASKS THEY REQUEST AND THEIR ABILITY TO PROVIDE THE REQUESTED TASKS. YOU ACKNOWLEDGE SHOWAMI MAKES NO AFFIRMATIVE REPRESENTATION THAT THE SHOWAMI PLATFORM VERIFIES OR OTHERWISE CONFIRMS OR WARRANTS THAT: (A) WHETHER YOU, REQUESTOR, PERFORMER, OR ANOTHER USER’S REPRESENTATIONS ARE TRUE OR CORRECT OR (B) THAT THE PERFORMER IS WILLING OR ABLE TO FULFILL THE SERVICES HE/SHE AGREED TO. ACCORDINGLY, BOTH THE REQUESTOR AND THE PERFORMER ARE STRONGLY ENCOURAGED TO CONDUCT THOROUGH DUE DILIGENCE BEFORE CONTRACTING WITH EACH OTHER FOR TASKS.

You also acknowledge that SHOWAMI AND THE SHOWAMI PLATFORM DOES NOT SHOW REAL ESTATE, SELL REAL ESTATE, PROVIDE ANY ASSISTANCE IN THE SHOWING, SELLING, OR PURCHASING OF REAL ESTATE, PROVIDE ANY REAL ESTATE SERVICES WHATSOEVER, OR PROVIDE ANY OF THE REQUESTED TASKS. Showami is not responsible for the performance or communications to You or any of its Users, in part because Showami has no control over the quality, timing, legality, failure to provide, or any other aspect of Showing Services or Tasks.

You further acknowledge that Users, Requestors, and Performers ARE NOT AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, PARTNERS, INDEPENDENT CONTRACTORS, OR EMPLOYEES OF SHOWAMI.

Showami does not supervise, scope, direct, control, or monitor any User’s services, and Showami EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED IN TASKS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.

Subscriptions and Additional Application Capabilities. Showami provides some features of the Showami Platform free to Users; however there may be costs associated with requesting Tasks from other Users. Users may also pay a subscription fee to access platinum features set out at https://showami.com/platinum. Brokerages and only Brokerages are able to receive additional features and capabilities by paying subscription fees which are set out at https://showami.com/brokerage-solution (“Brokerage Solution”). All capabilities and features of any subscription plans are subject to change, including but not limited to the removal of current capabilities and addition of new capabilities, without notice to the User and at Showami’s sole discretion. 

USER VERIFICATIONS

User Verification/Acknowledgement.  Regardless of how you are defined as a User, by clicking SIGN UP or UPDATE, you (A) acknowledge that you have read and understand this Agreement and the Privacy Policy (defined below); (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER and/or of the legal age to enter into a binding agreement, AND (C) accept this Agreement and agree that you are legally bound by its terms and any updates that may occur from time to time. By accessing or using the Application, you confirm your agreement to be bound by this Agreement and any updates to this Agreement in accordance with the terms of this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR CAN NOT MAKE THE REPRESENTATIONS AND WARRANTIES, YOU MAY NOT ACCESS OR USE THE APPLICATION AND MUST STOP YOUR USAGE OF THE APPLICATION IMMEDIATELY. This Agreement supersedes any prior agreements or arrangements with you regarding the usage of the Showami Platform.

Licensure and Identity Verification.  You may be subject to a review process at any time you attempt to and/or actually use the Showami Platform, which may include but is not limited to identity and real estate licensure verification using third-party services as appropriate (“Real Estate License Checks”). In addition, you may be required to provide information of persons involved in the Tasks, such as your client or employer, to confirm the identity of such person, your authority to use the Showami Platform for your related Tasks, or real estate licensure information of such person. Although Showami may perform Real Estate License Checks, Showami cannot confirm that any User is who he/she claims to be or has the licensure he/she claims to have. Therefore, Showami cannot and does not assume any responsibility for the accuracy or reliability of the Real Estate License Checks.

LICENSE FOR SHOWAMI PLATFORM

License Grant And Limitations. Subject to your agreement to the terms of this entire Agreement, Showami is granting you a limited, non-exclusive, and non-transferable license to access and use the Application online and/or download, install and use the Application for your exclusive use on any device owned or otherwise controlled by you (“Device”) strictly in accordance with this Agreement; and access, stream, download, and/or use on such Device or online the Showami Platform made available in or otherwise accessible through the Application, strictly in accordance with this Agreement, the Privacy Policy, and any other terms applicable to such Showami Platform.

Under no circumstance are you permitted to:

Reservation of Rights. You acknowledge and agree that the Application is provided under license and not sold to you, and Showami may cancel such license at any time with or without notice or cause. You may cancel your license by closing your account to use the Application. Regardless of circumstances, you do not acquire any ownership interest in the Application under this Agreement or any other rights other than to use the Application according to the license granted and subject to all terms, conditions, and restrictions under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

YOUR REPRESENTATIONS, CONTENT, AND INFORMATION

User Representations and Warranties.  You represent and warrant that:

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your breach of these User Representations and Warranty terms, your misuse of the Application whether the misuse allegations are from any party or non-party to this Agreement, or your breach of this Agreement. Furthermore, you agree that Showami assumes no responsibility for the content you submit or make available through this Application.

User Content. “User Content” means any literal or graphic representations you input into Showami Platform, or in any way to Showami, its affiliates, or other Users in connection with your usage of the Showami Platform, including but not limited to a posting made as a Requestor or Performer for any reason. You are solely responsible for your User Content, and the Company acts as a mere passive conduit for the online distribution and publication of your User Content. By placing postings on the Showami Platform, you grant Showami a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, modify, distribute, and otherwise exploit your User Content in any manner to provide your User Content to others as intended. You acknowledge and agree that Showami 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. Showami has no responsibility or obligation to monitor or review User Content and reserves the right to remove or limit User Content at any time for any reason, including if it is not compliant with this Agreement.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases necessary to grant Showami the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Showami’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive or illegal, as determined by Showami in its sole discretion, whether or not such material may be protected by law.

Some Tasks may request a Performer provide photographs or other User Content to the Requestor. Each Performer agrees that all designs, plans, reports, specifications, drawings, inventions, processes, photographs, and other information or items produced by Performer while performing Tasks (collectively, “Task Content”) under this Agreement will be hereby irrevocably: (a) assigns, transfers, and otherwise conveys to Requestor, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to Task Content, including all copyrights and other intellectual property rights therein (including all extensions and renewals thereof, all reversion rights therein, and the right to register and sue to enforce such copyrights against alleged and actual infringers) and all exploitation and allied, ancillary, and subsidiary rights therein (including the right to exploit Task Content, in perpetuity, throughout the universe, in any and all media and by any and all technologies and means of delivery whether now or hereafter known or devised); and (b) waives any and all claims Performer may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to Task Content. On request and at Requestor’s expense, Performer agrees to help Requestor obtain patents and copyrights for any new developments, including providing data, plans, specifications, descriptions, documentation, and other information. If Performer fails to assist Requestor in advancing these actions, Performer is deemed to designate Requestor as Performer's agent-in-fact and Performer is authorized to act on behalf of Requestor in pursuing any intellectual property rights.


Collection and Use of Your Information. You acknowledge that when you download, install or use the Application, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and your use of the Application. You also may be required to provide certain information about yourself as a condition for downloading, installing, or using the Application and most of its features or functionality. The Application may provide you with opportunities to share information about yourself with others. All information Showami collects through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

If you choose or are provided with a username, password, or any other piece of information, you agree to treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Application or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other security breach. You should use particular caution when accessing your account from a public or shared computer so that others cannot view or record your password or other personal information.

Showami has the right to disable any username, password, or another identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if you are or have violated any provision of this Agreement in our opinion.

DELETION AND/OR CANCELATION

Account Deletion. You may request for your account to be closed at any time. The Company may keep records of your account, such as your information, what Tasks you participated in, what payments were made to you, or other payment information. All records kept of your account will adhere to Showami’s Privacy Policy.

Renewal and Cancelling Subscriptions. All subscriptions automatically renew at the end of the applicable subscription period, unless you cancel your paid subscription before the end of the then-current subscription period. Contact Showami at https://showami.com/contact for instructions on how to cancel. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free version of the Showami Platform or Brokerage Dashboard. Showami does not provide refunds or credits for any partial subscription periods. If you have started a new subscription, you may cancel the subscription within the first thirty (30) days of the subscription for a full refund as long as you have only used features that are accessible to a free account. 

PAYMENTS

Payment Processing. Payment processing services for Requestor’s to pay Performers for Tasks and subscriptions on the Showami Platform are currently provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to use the Showami Platform and/or Brokerage Solution, you agree to be bound by the Stripe Services Agreement, as Stripe may modify the same from time to time. In addition, as a condition of Showami enabling payment processing services through Stripe, you agree to provide Showami with accurate and complete information about you and your business, and you authorize Showami to share it and transaction information related to your use of the payment processing services provided by Stripe. You shall notify Showami of any disputes regarding payments within fourteen (14) days from the processing date of a payment. You shall be deemed to have accepted and agreed with any payments for which Showami does not receive timely notice of disputes. You also agree and acknowledge that Showami, at its exclusive discretion, may change the payment processing services without notice to you and for which you will be required to utilize its services agreement. Showami reserves the right to change payment processing service providers at any time and without notice to You.

Payment Issues. You are responsible for keeping your payment information up to date in your account. If Showami is unable to charge your payment information for any due payments, such as Task fees or subscription fees, then Showami may disable your account until you provide payment. 

Prices. Showami may from time to time change the cost of Tasks and subscription fees and will communicate any price changes to you in advance. Price changes for subscriptions will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Showami Platform after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you must reject the change by unsubscribing to the applicable subscription before the price change goes into effect. Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge.

Payment Terms for Cancelled Tasks. All Requestors agree to pay the amounts due and owing as identified in the Showami Platform for the Tasks provided by the Performer WHEN PROMPTED THROUGH STRIPE (or any other credit and/or debit processor the Company has contracted with to provide the service). No consideration is due to the Performer if the Performer cancels before providing the Task. If you as a Requestor cancel or change the requested time of your requested Task within ten minutes after the Performer accepts your assignment or over two hours before the start of the Task, you owe no payment, and your credit card payment will not be charged. If a Requestor cancels within two hours of the start of the Task but greater than 30 minutes before the start of the Task, the Requestor will owe a partial payment of the fee. If a Requestor cancels a Task within 30 minutes of the start of the Task, Requestor will be charged in full.

Payment Timing. You as a Performer understand Showami attempts to initialize payment within twenty-four (24) hours after you complete your Showing Agent Services but that payment may not process and be seen in the relevant account for many days. 

Automatic Payments for Subscriptions. If you enroll in a subscription offered on the Showami Platform, you authorize Showami to initiate recurring charges from your specified credit card. The amount debited charged to your credit card annually will be the then balance on your account. Your balance is the amount on your Showami invoice. Once your enrollment is processed, all payments will be automatically charged to the designated credit or debit card on the Showami invoice due date, unless you terminate your authorization in the manner described herein. Showami shall email a receipt annually detailing the fee paid.  Your annual fee shall be set out in your invoice. You agree to be bound by any rules your debit or credit card issuer requires for pre-authorized debit or credit card transactions. You are responsible for all fees charged by your financial institution associated with the pre-authorized payment option.

YOU HAVE THE RIGHT TO TERMINATE YOUR PAYMENT AUTHORIZATION AT ANY TIME BY contacting Showami at https://showami.com/contact.   You must update all changes to your credit/debit card and billing information by logging into your account at https://showami.com. If you do not update your credit/debit card information and Showami is unable to charge your credit card or withdraw funds from your debit card for the amount due on your Showami account, you may be subject to applicable late fees, returned item charges, or any fees or charges assessed by your financial institution. SHOWAMI SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF A PAYMENT MADE ON ITEMS INCORRECTLY BILLED OR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED OR YOUR CREDIT CARD IS CHARGED.

Showami reserves the right to change these terms or terminate this program at any time. Notice may be given on or with your invoice or by other methods.

APPLICATION DETAILS 

Showami Platform Accessibility. The Application is accessible via www.showami.com (the “Website”) and through downloading an application on your Device (the “Mobile App”) and products and services are accessible thereon. In addition, particular features, functionality, and content accessible on or through the Application may be hosted on the Website or the Mobile App. Your access to and use of such Showami Platform may require you to acknowledge your acceptance of this Agreement and the Privacy Policy and/or create an account on the Showami Platform. Your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality.

Geographic Restrictions. Showami is based in and provides access and use of the Showami Platform only by applicable Users located in the United States. You acknowledge that you may not be able to access all or some of the Showami Platform outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Showami Platform from outside the United States, you are responsible for compliance with local laws.

Updates. From time to time in its sole discretion, the company may develop and provide Application updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or continue to provide or enable any particular features or functionality. If you use the web- based Showami Platform, the updates will be automatic and may not be noticeable to you. However, if you use the Device-based Showami Platform, based on your Device settings, when your Device is connected to the internet, either:

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

Intellectual Property. User acknowledges that, as between User and Showami, Showami owns all rights, title, and interest, including all intellectual property rights, in and to the Showami Platform and Services and all other intellectual property provided to User and, with respect to Third-Party Materials, the applicable third- party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials.

If you believe that any User Contributions violate your copyright, please contact our designated agent, Ms. Dutton at our legal department in writing at Showami, Legal Department, PO Box 13677, Denver, CO 80201, with the DMCA Notice information. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 USC § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include the following information:

  1. The identity of the copyrighted work you believe has been infringed or if the claim involves multiple works on the Website, a representative list of such works.
  2. The identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  3. Adequate information by which the Company can contact you (including your name, postal address, telephone number, and, if available, email address).
  4. A statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  5. A statement that the information in the written notice is accurate.
  6. Under penalty of perjury, a statement that you are authorized to act on behalf of the copyright owner.
  7. Your physical or electronic signature.

Third-Party Materials. The Application may display, include or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that the Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect. The company does not assume and will not have any liability or responsibility to you or any other person or entity for any third-party materials. Third- Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties terms and conditions.

TERMINATION OF THIS AGREEMENT

Term and Termination. The term of Agreement commences when you install the Application/acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section.

You may terminate this Agreement by deleting your account in the Application and all copies of the Mobile App from your Device.

The Company may terminate this Agreement without notice or if it ceases to support the Application, which the Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Upon termination: all rights granted to you under this Agreement will also terminate, and you must cease all use of the Application and delete all copies of the Mobile App from your Device and account.

Termination will not limit any of the Company’s rights or remedies at law or in equity.

Changes to this Agreement. Showami may revise or update this Agreement from time to time at its sole discretion. All changes are effective immediately when Showami posts a Notice of such changes on its website. Your continued use of the Showami Platform following the Notice a revised Application End User Agreement has been posted means that you accept and agree to the changes. 

MISCELLANEOUS 

Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE SHOWAMI PLATFORM AND SERVICES FOR:

PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR COMMISSIONS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, AND/OR DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

Severability. Suppose any provision of this Agreement is illegal or unenforceable under applicable law. In that case, the remainder of the provision will be amended to achieve the effect of the original term as close as possible. All other provisions of this Agreement will continue in full force and effect.

Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in Denver. You waive any and all objections to the exercise of jurisdiction over you by such courts and the venue in such courts.

Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement. This Agreement, including but not exclusively all relevant provisions depending on the User’s definition, and Showami’s Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

Waiver. No failure to exercise and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Notices. You consent to receive any agreements, notices, disclosures, and other communications (collectively, “Notices”) to which this Agreement refers electronically, including without limitation by email, text, or SMS or by Showami posting Notices on the Application via banners or other methods. You agree that all Notices that we provide electronically satisfy any legal requirement that such communication is in writing. Notices include any notice of updates to this Agreement and the Privacy Policy.

Consent to Electronic Signatures. By using the Showami Platform, you agree to transact electronically through the Showami Platform. You also agree to the following: a) your electronic signature is the equivalent of your manual signature and has the same legal effect, validity, and enforceability as a paper-based signature, b) your use of a keypad, mount, or other devices to select an item, button, icon, or similar act/action constitutes your signature as if actually signed by you in writing, c) no certification authority or other third party verification is necessary to validate your electronic signature, and d) the lack of such certificate or verification will not in any way affect the enforceability of your electronic signature.


ADDITIONAL REQUIREMENTS FOR USING SHOWING SERVICES

Use Limited to Defined Users.  In order to use the Application for Showing Services, you must be an Initiating User or Showing Agent, all of which are defined exclusively as follows: The “Initiating User” is a User that utilizes the Application to seek a licensed real estate agent to provide ingress to the entrance of residential real estate property (and secure after egress) for a potential renter, buyer, other clients, or themselves. The “Showing Agent” is a Licensed Real Estate Agent who is seeking to open properties for Initiating Users and perform the services requested by the Initiating User (the “Showing Agent Services”). The Showing Agent Services may include, but are not limited to, providing open houses, property reports, or other services requested by the Initiating User. 

A “Licensed Real Estate Agent” means a real estate agent and/or real estate broker actively licensed in a state and/or territory of the United States to represent both buyers and sellers of real estate transactions and have access to the Multiple Listing Services governed by the National Association of Realtors. 

The Initiating User requests Showing Agent Services for a specific property and specific time on the Showami Platform, and the request shall be available to all Showing Agents on the Application until a Showing Agent agrees to perform the requested Showing Agent Services (“Relevant Showing Agent”). Initiating Users agree the Relevant Showing Agent (and all Showing Agents) are not an agent for any persons the Showing Agent is providing Showing Agent Services on the Initiating User’s behalf. 

Users who are not Licensed Real Estate Agents cannot provide Showing Agent Services and can only use the Showami Platform as an Initiating User. Any User who does not provide information for Real Estate License Checks and only provides identity will not be able to access the Showing Agent portion of the Showami Platform as such User is not capable of providing Showing Agent Services. The Showami Platform functionalities are limited for Users who are not Licensed Real Estate Agents. 

ADDITIONAL TERMS FOR SHOWING AGENTS

In addition to all other terms in this Agreement, any User who is a Showing Agent agrees as follows:

General Terms. You as a Showing Agent represent and warrant that you are a Licensed Real Estate Agent and adhere to the Realtor Code of Ethics. 

You as a Showing Agent agree to act at the direction of and be limited to performing the Showing Agent Services, as detailed by the Initiating User (“Relevant Initiating User”) for a particular Showing Agent Services. You agree to secure ingress and egress to the real estate premises identified by the Relevant Initiating User for the persons identified by the Relevant Initiating User and perform the services as directed by the Relevant Initiating User. You may obtain additional information from the Relevant Initiating User regarding the Showing Agent Services by communicating with the Relevant Initiating User. 

You as a Showing Agent agree to remain at the real estate premises identified by the Relevant Initiating User you choose to engage with using the Showami Platform during the time identified by the Relevant Initiating User. You as a Showing Agent are representing and warranting you have checked your local laws (and, if needed, with your brokerage) and in good faith are allowed to use the Showami Platform to perform Showing Agent Services.

You as a Showing Agent have any and all insurance required to perform the Showing Agent Services you elect to perform as the Showing Agent in any particular transaction. 

You as a Showing Agent are not an agent or sub-agent of any Relevant Initiating User you engage with using the Showami Platform. You are not an agent for any Initiating User’s client related to the Showing Agent Services you provide.

You will not have any substantive discussion and/or answer any questions regarding the subject of real estate to an Initiating User’s client (including but not exclusively about the price, the real estate market, the neighborhood, the condition of the property, and/or any other real estate information that a licensed real estate agent would generally proffer between you and the Initiating User’s client) unless specifically requested by the Relevant Initiating User. 

You agree to provide any questions of a substantive nature to a Relevant Initiating User.

You as the Showing Agent will not directly or indirectly solicit nor contact (including but not limited to email, regular mail, express mail, telephone, fax, and instant message), attempt to contact, or meet with any Initiating User’s client for any reason, except to perform Showing Agent Services.

Payment. Unless you or your brokerage request your brokerage to receive payment for your Showing Agent Services using the Showami Platform, you as the Showing Agent are able to be paid directly, and not through your brokerage, in accordance with any and all applicable local, state, provincial, national, or international law or custom and in good faith. If you request to be paid directly, you are representing and warranting in good faith you have checked your local laws (and, if needed, with your brokerage) and you are allowed to be paid directly. If your brokerage filled out the Payee Authorization and Permission form and chooses for you to be paid directly, then Showami through the Showami Platform shall pay you directly. 

You as Showing Agent agree that if you request that your brokerage be paid or if your brokerage requests to be paid directly through the Payee Authorization and Permission form, on the Showami Platform, Showami shall transfer any amounts due to you the Showing Agent to the brokerage provided by the Showing Agent. The Showing Agent agrees it is solely responsible for assuring that such information provided to Showami through the Showami Platform is correct and also assuring that the brokerage is aware and able to accept and distribute such payments to the Showing Agent. 

Non-Agency. You as the Showing Agent agree that your Showing Agent Services provided to any Relevant Initiating User do not create an agency between You and Relevant Initiating User and/or the Initiating User’s client. You as Showing Agent agree to execute any non-representation, non-agency forms, or other similar forms when requested by Showami or another User to show they are not representing any Initiating User or Initiating User’s client. However, Showami has no responsibility and/or has no liability to secure such permissions orally or in writing. You as Showing Agent also explicitly waive any claims under ANY CIRCUMSTANCE that you are the procuring cause of the sale of the real estate due to you performing Showing Agent Services or other services at the direction of the Relevant Initiating User for three years after you performed Showing Agent Services. You as Showing Agent also agree not to solicit the Initiating User’s client directly or indirectly for at least three years.

You as Showing Agent further acknowledge that any Initiating Users ARE NOT AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, PARTNERS, INDEPENDENT CONTRACTORS, OR EMPLOYEES OF SHOWAMI.

ADDITIONAL TERMS FOR INITIATING USERS

In addition to all other terms in this Agreement, any user who is an Initiating User agrees as follows:

An Initiating User may be a Licensed Real Estate Agent (“Initiating Agent”) or a person who is not a Licensed Real Estate Agent (“Layperson”).

If you are an Initiating Agent, you agree: 

If you are an Initiating Agent, you represent and warrant: 

If you are a Layperson, you agree: 

If you are Layperson and have a Licensed Real Estate Agent representing you, you represent and warrant your Licensed Real Estate Agent approves of your usage of the Showami Platform.  

ADDITIONAL TERMS FOR GROUP SOLUTIONS 

If you desire to access the Group Solutions offered by Showami, such as the brokerage solution, landlord solution, or property management solution, you may have to create a new account. Some Group Solutions have subscription fees or different features for different levels of subscriptions. You can find information on the costs and capabilities of all current Group Solutions offers at: https://showami.com/brokerage-solution/groups-feature. 

All capabilities and features of the Group Solutions are subject to change, including but not limited to the removal of current capabilities and addition of new capabilities, without notice to the User and at Showami’s sole discretion. 

Group Solutions are for companies (“Group”) with multiple employees, independent contractors, or other persons assisting the company (“Group Agents”). Thus, the company’s account (“Group Account”) provides information about each of the Group Agents’ usage of the Showami Platform. 

If you, the company, close your Group Account with Showami at any time in accordance with this Agreement. If a company close its Group Account, its Group Agents will have the option to remain as a user of Showami under this Agreement. Showami recommends that every User using the Showami Platform obtain permission from their employing brokerage (if applicable) to use the Showami Platform. Accounts contain personal information of the user, and only the user of the account can request that their account be closed. Thus, it is the company’s responsibility to notify its Group Agents to close their accounts with Showami if it closes its Group Account. 

Group Agent Terms. In addition to all other terms in this Agreement, any user who is a Group Agent agrees as follows: 

As a Group Agent, you acknowledge your Group has access to reports based on any information generated by you, any other person or entity inputting information about you, or information generated by Showami.  A Group is also able to add or delete you as a Group Agent of the Group. In addition, as a Group Agent user, you understand your Group may be able to:

If your Group does inform Showami that all its Group Agents should be paid through the Group, Showami shall remit all payments for showings to the Group, and it is your responsibility to discuss with your Group how to receive payment from your Group. 

If your Group terminates its access to the Group Solution or removes you as a Group Agent of the Group, you are responsible to communicate with your Group and determine if you are still allowed to use the Showami Platform. Showami shall provide you with the choice to continue your access to the Showami Platform as a User who is not a Group Agent.