Application End User License Agreement
Latest Update: Aug 17, 2023
This Application End User License Agreement (this “Agreement”) is a binding agreement between you (“User” or “you”) and Showing Agent Services, LLC (“Company” or “Showami”). This Agreement governs your use 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”), which is licensed, not sold, to you in accordance with the terms of this Agreement.
TERMS FOR ALL USERS
Use Limited to Defined Users. In order to use the Application, you must be an Initiating User, Showing Agent, or Brokerage, 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. An Initiating User may be an Initiating Agent, Property Manager, or Client. The “Initiating Agent” is 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 (“Licensed Real Estate Agent”) that utilizes the Application as an Initiating User for its potential buyer or other clients. The “Property Manager” is a person or company that oversees and manages real estate using the Application as an Initiating User to show properties to others seeking to rent the properties. A Property Manager may add their employees or independent contractors to their account “Property Manager Agents.” The “Client” is a person or company attempting to view real estate and use the Application as an Initiating User on its own behalf.
The “Showing Agent” is a Licensed Real Estate Agent who is seeking to open properties for Initiating Users (the “Showing Agent Services”). The “Brokerage(s)” is a duly licensed real estate brokerage (individual or company) using the Showami Platform to monitor, along with other services, its Brokerage Agents (defined below) who use the Showami Platform as a Showing Agent or Initiating Agent. Initiating Agents and Showing Agents who are employees or independent contractors of a Brokerage are also a “Brokerage Agent.” Brokerage Agents, Showing Agents, Initiating Agents, Property Managers, Property Manager Agents, Clients, and Brokerages all have certain additional unique terms only applicable to each respectively, which are found in this Agreement.
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”). 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.
SHOWING AGENT SERVICES
The Initiating User requests Showing Agent Services for a specific person at a property and 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.
All Initiating Users agree to pay the amounts due and owing as identified in the Showami Platform for the Showing Agent Services provided by the Relevant Showing Agent you have engaged using the Showami Platform 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 Relevant Showing Agent if the Relevant Showing Agent cancels before providing their Showing Agent Services. If you as an Initiating User cancel or change the requested time of your requested Showing Agent Services within ten minutes after the Relevant Showing Agent accepts your assignment, you owe no payment, and your credit card payment will not be cancelled or refunded. If you cancel greater than ten minutes after a Relevant Showing Agent accepts your showing assignment and between 30 minutes and two hours of the showing, you owe partial payment of $20. If you cancel a showing within 30 minutes of the showing, you will be charged in full.
Showami does not supervise, scope, direct, control, or monitor any Showing Agent’s services, and Showami EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE SHOWINGS 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.
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 to request and receive services from other persons. 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).
You acknowledge that your ability to request, and if applicable, obtain or perform Showing Agent Services from/or as a Showing Agent, in connection with your use of the Showami Platform does NOT establish Showami as the requestor or provider of the Showing Agent Services or any real estate services. Showami does not request or provide Showing Agent Services 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: TO CONNECT INITIATING USERS AND SHOWING AGENTS, WHOM ARE RESPONSIBLE FOR MAKING REPRESENTATIONS OF LICENSURE TO PROVIDE REAL ESTATE SERVICES. YOU ACKNOWLEDGE SHOWAMI MAKES NO AFFIRMATIVE REPRESENTATION THAT THE SHOWAMI PLATFORM VERIFIES OR OTHERWISE CONFIRMS OR WARRANTS THAT: (A) THE INITIATING USER HAS AN AGENCY AGREEMENT WITH ANY BROKER, (B) WHETHER YOUR OR ANOTHER USER’S REPRESENTATIONS ARE TRUE OR CORRECT, (C) THAT THE SHOWING AGENT IS WILLING OR ABLE TO FULFILL THE SERVICES HE/SHE AGREED TO, OR (D) THAT THE SHOWING AGENT WILL NOT PROVIDE ANY COMPETITIVE INFORMATION, FOR EXAMPLE GIVING AN OPINION OF PRICE, AND/OR CONDITION OF REAL ESTATE IT PERFORMED SERVICES IN AND/OR SOLICITING THE INITIATING USER OR INITIATING USER’S CLIENT (EVEN THOUGH THESE ACTIONS ARE STRICTLY PROHIBITED UNDER THIS AGREEMENT). ACCORDINGLY, BOTH THE INITIATING USER AND THE SHOWING AGENT (AND THE BROKERAGE IF APPLICABLE) ARE STRONGLY ENCOURAGED TO CONDUCT THOROUGH DUE DILIGENCE BEFORE CONTRACTING WITH EACH OTHER FOR SERVICES.
You also acknowledge that SHOWAMI AND THE SHOWAMI PLATFORM DOES NOT SHOW REAL ESTATE, SELL REAL ESTATE, OR PROVIDE ANY ASSISTANCE IN THE SHOWING, SELLING, OR PURCHASING OF REAL ESTATE OR PROVIDE ANY REAL ESTATE SERVICES WHATSOEVER. 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 Agent Services.
You further acknowledge that Initiating Users and Showing Agents ARE NOT AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, PARTNERS, INDEPENDENT CONTRACTORS, OR EMPLOYEES OF SHOWAMI.
Additional Application Capabilities. Users can 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 the 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.
Under no circumstance are you permitted to:
- copy the Application, except as expressly permitted by this license;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
- reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
- remove, delete, alter or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
- remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; and/or
- use the Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person or violates any applicable law.
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 deleting 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.
YOUR REPRESENTATIONS, CONTENT, AND INFORMATION
User Representations and Warranties. You as a User represent and warrant that:
- You are at least 18 years of age or older.
- You agree to every term and condition applicable to you in this Agreement and various addendums.
- You have the right, authority, and capacity to enter into this Agreement and abide by the terms and conditions of this Agreement and that you will so abide.
- You will use your real, legal name on your account.
- You will not use the Showami Platform to solicit for employment or otherwise induce influence or encourage other users to terminate their employment.
- You will only provide Showing Agent Services in states you are a Licensed Real Estate Agent.
- You have secured any necessary permission, such as, if applicable, permission from your brokerage and/or your client, to use the Showami Platform to engage as an Initiating User or Showing Agent.
- You will respect the privacy, property, and data protection rights of Users and the people you may be performing Showing Agent Services for.
- You will fulfill the commitments you make to other Users, communicate clearly and promptly, and be present and/or available at the time you agree upon.
- You will act professionally and responsibly in your interactions with other Users and in accordance with the National Association of Realtors Code of Ethics, located at https://www.nar.realtor/about-nar/governing-documents/the-code-of-ethics, as well as adhere to any other applicable codes of ethics and professionalism (“Realtor Code of Ethics”) when providing Showing Agent Services.
- When using or accessing the Showami Platform, you will act in accordance with all applicable local, state, provincial, national, or international law or customs and in good faith.
- You will abide by any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
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 including for any party or non-party allegations of misuse of the Application or your breach of this Agreement including but not exclusively. 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 an Initiating User 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.
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
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. In addition, any subscription can be canceled within the first thirty (30) days of the subscription. 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.
Payment Processing. Payment processing services for Initiating Users and Showing Agents and Brokerage Solution 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.
Prices. Showami may from time to time change the cost of Showing Assistant Services 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.
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 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.
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:
- The Application will automatically download and install all available Updates, or
- you may receive notice of or be prompted to download and install available Updates.
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, 1800 Glenarm Place Ste 503, Denver, Colorado 80202, 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:
- 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.
- The identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which the Company can contact you (including your name, postal address, telephone number, and, if available, email address).
- 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.
- A statement that the information in the written notice is accurate.
- Under penalty of perjury, a statement that you are authorized to act on behalf of the copyright owner.
- 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.
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.
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.
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 TERMS FOR SHOWING AGENTS
In addition to all other terms in this Agreement, any user who is a Showing Agent agrees as follows:
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, for the Initiating User you choose to engage with for a particular Showing Agent Services using the Showami Platform (“Relevant Initiating User”): specifically, to secure ingress and egress to the real estate premises identified by the Relevant Initiating User for the Initiating User or the Initiating User’s client or as otherwise directed by the Relevant Initiating User and, if required, obtaining additional information from the Relevant Initiating User regarding same.
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 viewing 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, expect to perform Showing Agent Services.
You as the Showing Agent shall be paid after you complete the Showing Agent Services requested by the Initiating User or if the Relevant Initiating User cancels a showing greater than ten minutes after you accepted it and within 2 hours of the showing time. You as the Showing Agent 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 your account for many days. Cancelations by initiating agents greater than ten minutes after a you as a Showing Agent accepts the showing assignment and between 30 minutes and two hours of the showing, you will receive partial payment of $10. With cancelations by the initiating agent within 30 minutes of the showing, you will be paid in full.
Any amounts due will be transferred automatically by STRIPE (or any other credit and/or debit processor the Showami has contracted with to provide the service) minus transaction fees to the bank account (or other payment accounts) provided by the Showing Agent within twenty-four (24) hours after the Relevant Initiating User has paid the showing services fee or after you complete the Showing Agent Services.
Unless you or your brokerage request your brokerage to receive payment for your Showing Agent Services using the Showami Platform (See Brokerage Agent Terms below), 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.
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 AGENTS
In addition to all other terms in this Agreement, any user who is an Initiating Agent agrees as follows:
You as an Initiating Agent represent and warrant that you are a Licensed Real Estate Agent and adhere to the Realtor Code of Ethics.
You as an Initiating Agent agree to inform any client you set up Showing Agent Services for that the Showing Agent is not their representative, and if needed, will request the Showing Agent execute a non-representation form. You as an Initiating 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 request Showing Agent Services.
You as Initiating Agent acknowledge that if neither you as Initiating Agent nor the Relevant Showing Agent are employed or otherwise affiliated with the same Brokerage, you agree to utilize the Showami Platform only to direct the Relevant Showing Agent specifically to secure ingress and egress to the real estate premises identified by you for the Initiating Agent or the Initiating Agent’s client or as otherwise directed by the relevant Initiating Agent.
ADDITIONAL TERMS FOR CLIENTS
In addition to all other terms in this Agreement, any user who is a Client agrees as follows:
You as a Client will not provide Showing Agent Services.
If you as a Client 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, and you agree the Showing Agent is not your Licensed Real Estate Agent and is not allowed to have any substantive discussion and/or answer any questions regarding the subject of real estate with you (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) unless specifically requested by your Licensed Real Estate Agent.
Upon request, you as a Client may receive non-representation, non-agency forms, or other similar forms from the Relevant Showing Agent or may need to execute such form. You as a Client agree to execute any non-representation, non-agency forms, or other similar forms when requested by Showami or another User.
ADDITIONAL TERMS FOR PROPERTY MANAGER
In addition to all other terms in this Agreement, any user who is a Property Manager agrees as follows:
If you wish to access the Showami platform as a Brokerage, you must create a property management account (“Property Management Account”) to access the property manager administrative dashboard of the Showami Platform (“Property Manager Dashboard”). Showami provides the Property Manager Dashboard with different capabilities depending on the type of Property Management Account created and if a subscription payment is made. The costs and capabilities of the different Property Management Accounts are detailed at [https://showami.com/property-management].
As a Property Manager, you may add Property Manager Agents to your account, and you will have access to the details of the Property Manager Agents’ usage of the Application.
You may delete your Property Management Account with Showami at any time in accordance with this Agreement. If a Property Manager deletes its Property Management Account, its Property Manager 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 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 your responsibility to notify your Property Manager Agents to close their accounts with Showami.
All capabilities and features of the Property Manager Dashboard and all Property Management Accounts 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.
ADDITIONAL TERMS FOR PROPERTY MANAGER AGENTS
In addition to all other terms in this Agreement, any user who is a Property Manager Agent agrees as follows:
As a Property Manager Agent, you acknowledge your Property Manager has access to reports based on any information generated by you, any other person or entity inputting information about you, or information generated by the Showami. A Property Manager is also able to add or delete you as a Property Manager Agent of the Property Manager. In addition, as a Property Manager Agent user, you understand your Property Manager may be able to:
- View all the showings you have requested as an Initiating User or done as a Showing Agent (if applicable) and other information related to your usage of Showami;
- Ability to only allow you to receive requests for showings from and requesting showings from other users who are also employees or independent contractors of your Property Manager;
- If applicable, ability to schedule you as a Showing Agent for specific showings on your behalf;
- Ability to request Showing Agent Services on your behalf;
- Any other features described at [https://showami.com/property-management];
- And any other Property Management Dashboard features that may be changed, removed, or added by Showami without notice, at Showami’s sole discretion.
If your Property Manager does inform Showami that all its Property Manager Agents should be paid through the Property Manager, Showami shall remit all payments for showings to the Property Manager, and it is your responsibility to discuss with your Brokerage how to receive payment from your Property Manager.
If your Property Manager terminates its access to the Property Management Dashboard or removes you as a Property Manager Agent of the Property Manager, you are responsible to communicate with your Property Manager and determine if you are still allowed to use the Showami Platform. Showami shall provide you the choice to continue your access to the Showami Platform as a user who is not a Property Manager Agent.
ADDITIONAL TERMS FOR BROKERAGE
In addition to all other terms in this Agreement, any user who is a Brokerage agrees as follows:
If you wish to access the Showami platform as a Brokerage, you must create a Brokerage account (“Brokerage Account”) to access the brokerage administrative dashboard of the Showami Platform (“Brokerage Dashboard”). Showami provides the Brokerage Dashboard with different capabilities depending on the type of brokerage account created and if a subscription payment is made. The costs and capabilities of the different Brokerage Accounts are detailed at [https://showami.com/brokerage-solution].
You may delete your Brokerage Account with Showami at any time in accordance with this Agreement. If a Brokerage deletes its Brokerage Account, its Brokerage 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 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 your responsibility to notify your Brokerage Agents to close their accounts with Showami.
All capabilities and features of the Brokerage Dashboard and all Brokerage Accounts (including Brokerage 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.
The Brokerage Solution fee is the monthly or yearly subscription fee to access capabilities and is a set fee based on the number of Brokerage Agents a Brokerage has and is detailed at [https://showami.com/brokerage-solution]. Payment of the Brokerage Solution subscription fee shall be subject to the Price and Payment of Subscription Terms in this Agreement.
ADDITIONAL TERMS FOR BROKERAGE AGENT
In addition to all other terms in this Agreement (including the Specific Terms for Showing Agent Users and/or Initiating Agents if applicable), any user who is a Brokerage Agent agrees as follows:
As a Brokerage Agent, you acknowledge your Brokerage has access to reports based on any information generated by you, any other person or entity inputting information about you, or information generated by the Company. A Brokerage is also able to add or delete you as a Brokerage Agent of the Brokerage. In addition, as a Brokerage Agent user, you understand your Brokerage may be able to:
- View all the showings you have requested as an Initiating Agent or done as a Showing Agent and other information related to your usage of Showami;
- If they choose to, receive payment for all showings you completed as a Showing Agent and, as such, will be responsible for remitting payment to you, the Brokerage Agent;
- Ability to only allow you to receive requests for showings from and requesting showings from other users who are also employees or independent contractors of your Brokerage;
- Ability to schedule you as a Showing Agent for specific showings on your behalf;
- Ability to request Showing Agent Services on your behalf;
- Any other features described at [https://showami.com/brokerage-solution];
- And any other Brokerage Solution or Brokerage Dashboard features that may be changed, removed, or added by Showami without notice, at Showami’s sole discretion.
If your Brokerage does inform Showami that all its Brokerage Agents should be paid through the Brokerage, Showami shall remit all payments for showings to the Brokerage, and it is your responsibility to discuss with your Brokerage how to receive payment from your Brokerage.
If your Brokerage terminates its access to the Brokerage Solution or Brokerage Dashboard or removes you as a Brokerage Agent of the Brokerage, you are responsible to communicate with your Brokerage and determine if you are still allowed to use the Showami Platform. Showami shall provide you the choice to continue your access to the Showami Platform as a user who is not a Brokerage Agent.