• Terms of Use

    Last Updated: 11/11/2019

     

    Welcome and thank you for your interest in Showingly. By signing up for an account or otherwise using Showingly’s websites, networks, mobile applications, or other services provided by Showingly (collectively, the “Services”), or accessing any content provided by Showingly through the Services, you agree to be bound by the following terms of use, as updated from time to time (“Terms of Use”). The Services are operated by Showingly or any successor in interest thereto (the “Company”, “we”, “us”).

    BY AGREEING TO THESE TERMS DURING THE ACCOUNT SIGN-UP PROCESS OR ACCESSING OR USING THE SHOWINGLY SERVICE WITHOUT AN ACCOUNT, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCEPT THEM, IN WHICH CASE YOU DO NOT HAVE THE RIGHT TO USE THE SHOWINGLY SERVICE.

    1. Showingly’s Role. SHOWINGLY DOES NOT, AND THE SERVICES ARE NOT INTENDED TO, PROVIDE FINANCIAL OR REAL ESTATE ADVICE. SHOWINGLY IS NOT A LENDER OR REAL ESTATE BROKER REPRESENTING YOU OR ANOTHER USER. Showingly does not: (a) act as a real estate agent for you or any other user; (b) represent you or another user in the purchase, sale or exchange of real property, including any negotiation thereof; or (c) lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property. Showingly assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that consumers take based on the Services or any other information available through or in connection with the Services. Showingly is a showing management platform with a robust suite of features for real estate agents, their homebuyer and/or homeseller clients, and unrepresented consumers interested in beginning the home purchase or sale process. Showingly also provides a matchmaking service (see Showingly’s Showing Delegation Agreement for more information) to connect busy Agents who do not wish to conduct their own showings with nearby Agents willing to act as Showing Assistants on behalf of the Delegating Agents for the purposes of showing homes to the Delegating Agent’s clients. 
    2. Referrals. While you are not responsible for making referral payments to Showingly, as part of the Services, Showingly may be paid valuable consideration in exchange for your referral to a real estate professional (“Real Estate Referral”). You authorize Showingly to make such Real Estate Referral and acknowledge Showingly may be paid valuable consideration for facilitating such referral. 
    3. Eligibility;Accounts and Registration. You must be at least 18 years of age to use the Service. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. To access the features of the Services, you may be required to register for an account. When you register for an account, you will be required to provide us with some information about yourself, including email address or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account(s) with others. 
    4. Use of the Services; Restrictions.
      1. Use of the Services. As long as you comply with these Terms of Use, Showingly grants you a non-exclusive, limited, revocable, personal, non-transferable license to use the Services, and to download and use any App (as defined in Section 5(B) below) on your mobile device in object code form, for your personal use. If you are a real estate professional acting in your professional capacity, you may additionally use the Services to provide information, to the extent permitted by applicable law, to your clients and to take actions on behalf of your clients (“Pro Use”). If you use the Services for a Pro Use, you represent and warrant that you have obtained all required authorizations and consents from your client.  Except as expressly stated herein, these Terms of Use do not provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party web sites or otherwise. The Services may include software for use in connection with the Services. The Services may not be used for transactions in commercial real estate, which includes, without limitation, commercially zoned properties and vacation rentals.
      2. Mobile Applications.To use any mobile application feature of the Services (each, an “App”), you must have a compatible mobile device. Showingly does not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider for using an App. You agree that you are solely responsible for any applicable charges. Showingly may update any app and may automatically electronically update the version of any App that you have installed on a mobile device. You consent to all automatic upgrades, and understand that these Terms of Use will apply to all updated versions of an App. Any third-party open source software included in an App is subject to the applicable open source license and may be available directly from the creator under an open source license. These Terms of Use do not apply to your use of software obtained from a third-party source under an open source license.
      3. Pro Use Application.THE AGENT APPLICATION IS ONLY FOR EITHER REAL ESTATE AGENTS ACTIVELY LICENSED IN A STATE AND/OR TERRITORY OF THE UNITED STATES TO REPRESENT BOTH BUYERS AND SELLERS AND HAVE ACCESS TO MULTIPLE LISTING SERVICE GOVERNED BY THE NATIONAL ASSOCIATION OF REALTORS. IF YOU ARE NOT LICENSED TO REPRESENT PARTIES IN REAL ESTATE TRANSACTIONS, YOU MUST  NOT UTILIZE THE AGENT APPLICATION AND ANY PRO USE FEATURES. PARTIES ENTERING THIS AGREEMENT TO UTILIZE THE AGENT APPLICATION OR ANY PRO USE FEATURES WILL BE AGENTS UTILIZING SHOWING MANAGEMENT, AGENTS PURCHASING LEADS, DELEGATING AGENTS (AGENTS WHO INITIATE A PROPERTY SHOWING AND PAY A FEE TO COMPANY PURSUANT TO SECTION 6 HEREIN TO UTILIZE A SHOWING AGENT/ASSISTANT ON BEHALF OF A BUYER), OR A SHOWING ASSISTANT (AN AGENT THAT WILL, UPON AGREEMENT, SHOW HOMES ON BEHALF OF THE BUYER’S AGENT FOR A FEE SET FORTH IN SECTION 6 HEREIN).
      4. Use of Content. Subject to the restrictions set forth in these Terms of Use, you may copy information from the Services only as necessary for your personal use or Pro Use to view, save, print, fax and/or e-mail such information.
    5. Prohibited Use. BY USING THE SERVICES, YOU AGREE NOT TO:
      1. use information provided by Showingly through the Services in making any loan-related decisions;
      2. reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Services, except as explicitly permitted under these Terms of Use;
      3. provide/post/authorize a link to any of the Services (including but not limited to an agent profile page) from a third-party website that is not a real estate-related website owned or operated by a real estate or lending professional or institution;
      4. remove or modify any copyright or other intellectual property notices that appear in the Services;
      5. use the Services for resale, service bureau, time-sharing or other similar purposes;
      6. use the Services in any way that is unlawful, or harms Showingly, its service providers, suppliers, or any other user;
      7. distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services;
      8. impersonate another person or misrepresent your affiliation with another person or entity;
      9. reproduce, publicly display, or otherwise make accessible on or through any other website, application, or service any reviews, ratings, and/or profile information about real estate or other professionals, underlying images of or information about real estate listings, or other data or content available through the Services, except as explicitly permitted by Showingly for a particular portion of the Services;
      10. upload invalid data, viruses, worms, or other software agents to the Services;
      11. interfere with, or compromise the system integrity or security of the Services, or otherwise bypass any measures Showingly may use to prevent or restrict access to the Services;
      12. conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from the Services) on the Services;
      13. use any of Showingly’s trademarks without approval, including but not limited to using them as part of your business name, screen name or email address on the Services;
      14. access or use any of the Services to develop competitive products or services; or
      15. attempt to, or permit or encourage any third party to, do any of the above
    6. Fees.
      1. Generally. You may be required to pay fees to access certain features of the Services. All fees are in U.S. dollars and are non-refundable. If Showingly changes the fees for all or part of the Services, including by adding fees or charges, Showingly will provide you advance notice of those changes. If you do not accept the changes, Showingly may discontinue providing the applicable part of the Services to you. Showingly’s authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize Showingly to charge all fees as described in these Terms of Use for the Services you select to that payment method. If you pay any fees with a credit card, Showingly may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
      2. Delegating Agent Fees. Agents may choose to delegate their showings to a Showing Assistant. If you decide to do so, you enter into a transaction with the Showing Assistant when you request to delegate a showing, and agree to pay the total fees indicated at the time of this request. Where required by law, this amount charged will also be inclusive of applicable taxes. The Assistant, not Showingly, is responsible for performing the Services outlined in Showingly’s Showing Delegation Agreement and Showingly’s Showing Assistant Policies and Procedures. Fees are subject to change at any time for any reason, as we will continue to develop our pricing algorithms. Delegating Agents acknowledge that payment will be nonrefundable if they cancel within 2 hours of showing time.
      3. Showing Assistant Payment. Agents may choose to act as Showing Assistants within the platform by agreeing to Showingly’s Showing Delegation Agreement. Picking up a showing request from a Delegating Agent enters you into a transaction with the Delegating Agent. Showingly’s role is to facilitate the transaction and the total amount charged to the Delegating Agent may include a service fee payable to Showingly. The Assistant, not Showingly, is responsible for performing the Services outlined in Showingly’s Showing Delegation Agreement and Showingly’s Showing Assistant Policies and Procedures. Fees and Showing Assistant Payout are subject to change at any time for any reason, as we will continue to develop our pricing algorithms. Showing Assistants acknowledge that Delegating Agents reserve the right to terminate the showing appointment. In the event the appointment is terminated within 30 minutes of appointment time, the Showing Assistant will receive the agreed upon payout that they would have received had they conducted the showing.
      4. Agent Fees. As discussed in Section 2 of this Terms of Use agreement, Showingly will either connect real estate agents with consumers who request showings but have not yet connected with an agent, or will connect consumers who wish to sell their home with agents available to list the property. The amount Showingly charges will vary and is subject to change as we develop our pricing algorithms. Agents acknowledge and agree to pay the amount indicated on the platform at the time they purchase these connections
      5. Payment Processing. Payment processing services are 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 Terms of Use agreement or continuing to operate as an Agent, Buyer’s Agent or Showing Assistant with Showingly, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Showingly enabling payment processing services through Stripe and Stripe Connect, you agree to provide Showingly accurate and complete information about you and your business, and you authorize Showingly to share this and transaction information related to your use of the payment processing services provided by Stripe.
    7. User Materials.
      1. UGC Definition; License Grant. Certain portions of the Services may allow users to upload or otherwise provide to Showingly images, photos, video, data, text, listings and other content (“User Materials”). By uploading, connecting your active listing to the platform, or otherwise providing User Materials to the Services, you grant Showingly an irrevocable, perpetual, royalty-free worldwide license to: (i) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your User Materials, in connection with the Services, or in any other media; and (ii) sublicense these rights, to the maximum extent permitted by applicable law. Showingly will not pay you for your User Materials or to exercise any rights related to your User Materials set forth in the preceding sentence. Showingly may remove or modify your User Materials at any time. You are solely responsible for all User Materials made through your user account(s) on the Services or that you otherwise make available through the Services. For all User Materials, you represent and warrant that you are the creator and owner of the User Materials, or have the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize Showingly and other users to access and use your User Materials as necessary to exercise the licenses granted by you under these Terms of Use.
      2. UGC Disclaimer. Showingly is under no obligation to edit or control your User Materials or the User Materials of any other User and will not be in any way responsible or liable for any User Materials. Showingly may, however, at any time and without prior notice, screen, remove, edit, or block any User Materials on the Services, including User Materials, that in Showingly’s sole judgment violate these Terms of Use or are otherwise objectionable. You understand that when using the Services, you may be exposed to User Materials of other users and acknowledge that User Materials may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you may have against Showingly with respect to User Materials. Showingly expressly disclaims any and all liability in connection with User Materials. If notified by a user or content owner that User Materials allegedly do not conform with these Terms of Use, Showingly may investigate the allegation and determine in Showingly’s sole discretion whether to remove the User Materials, which Showingly reserves the right to do at any time and without notice. For more information on Showingly’s handling of infringing content, please see Section 12 below.
    8. Third-Party/Linked Services/Sent information.
      1. Generally. The Services include links to third-party products, services and websites, as well as materials provided by third parties, and may include functionality that allows for the distribution of your User Materials or your personal information (collectively, your “User Information”) to third parties not under Showingly’s control (each, a “Third-Party Provider”). Third-Party Providers are solely responsible for their services. You are responsible for your use and submission of User Information to any third-party, and your dealings or business conducted with any third party arising in connection with the Services are solely between you and such third party. Your use of third-party sites, services, or products may be subject to associated third-party terms of use and privacy policies or other agreements, which you are solely responsible for complying with. Showingly does not endorse, and takes no responsibility for such products, services, Web sites, and materials, or a Third-Party Provider’s use of your User Information. By using a tool that allows for User Information to be transferred, you agree that Showingly may transfer the applicable User Information or other information to the applicable third-parties, which are not under the control of Showingly. If you submit a contact form or otherwise indicate your interest in contacting a Third-Party Provider, you may receive telemarketing calls from the Third-Party Provider using the contact information you provided. Third-Party Providers may keep your contact information and any other information received by the Third-Party Provider in processing a contact or other request form. Showingly is not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.
      2. Terms for Third-Party Services. Certain aspects of the Services include third-party tools that are subject to additional third-party terms, including, but not limited to, the following:
        1. Google Maps. Some of the Services implement the Google Maps web mapping service. Your use of Google Maps is subject to Google’s terms of use, available at http://www.google.com/intl/en_us/help/terms_maps.html, and Google’s Privacy Policy, available at https://www.google.com/intl/ALL/policies/privacy/index.html.
        2. Stripe. Some of the Services allow you to use Stripe Connect to make payments to other users, and may include additional processing or application fees detailed when you choose to connect to Stripe. Your use of Stripe is subject to the Stripe Connected Account Agreement, available at https://stripe.com/us/connect-account/legal. Additionally, by using Stripe, you agree not to use Stripe (and the Services generally) for any Prohibited Business purposes, as listed at https://stripe.com/us/prohibited-businesses.

    9. Intellectual Property. The Services are owned and operated by Showingly. The user interfaces, design, information, data, code, products, software, graphics, and all other elements of the Services (“Showingly Materials”) provided by Showingly are protected by intellectual property and other laws and are the property of Showingly or Showingly’s third-party licensors. Except as expressly permitted by these Terms of Use, you may not make use of the Showingly Materials, and Showingly reserves all rights to the Showingly Materials and Services not granted expressly in these Terms of Use.

    Intellectual Property Notices:

    The names of actual companies, products, and services mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved. Showingly does not assert copyright or grant any rights to the underlying images or descriptions of real estate listings provided through the Services. Any use of these images and descriptions are subject to the copyright owner’s permission and the requirements of applicable law.

    1. Feedback. If you choose to provide input and suggestions regarding the Services, including related to any Showingly Materials (“Feedback”), if you choose to leave feedback for Agents or Showing Assistants, or if you choose to leave feedback on listings you have seen or shown, you hereby grant Showingly an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including the improve the Services or create other products and services. Showingly shall not be liable or owe any compensation for the use or disclosure of Feedback.
    2. Testimonials. If you choose to leave a testimonial for an agent on the platform, you hereby grant Showingly an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use this Testimonial in any manner and for any purpose, and Showingly shall not be liable or owe any compensation for the use or disclosure of user Testimonials.
    3. DMCA; Claims of Copyright Infringement. Showingly respects the intellectual property rights of others, and asks that everyone using the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify Showingly’s copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:
      1. Identification of the copyrighted work that you claim has been infringed;
      2. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it;
      3. Your address, telephone number, and, if available, email address, so that the copyright agent may contact you about your complaint; and
      4. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

     

    Notices of copyright infringement claims should be sent as follows:

    By mail:

    Showingly

    11859 N Pecos St, Suite 200

    Westminster, CO 80234

    Attention: Copyright Agent

    By email: support@getshowingly.com

    If you give notice of copyright infringement by email, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your email before we are required to take any action.

     

    1. Third-Party/ Termination/Changes to Agreement. Except as stated in separate product-specific agreements, you may terminate your account at any time by contacting support@getshowingly.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of these Terms of Use, your permission from Showingly to use the Services will terminate automatically. In addition, Showingly may in its sole discretion terminate your account on the Services or suspend or terminate your access to the Services at any time for any reason, with or without notice. Showingly may alter, suspend or discontinue the Services or any portion of the Services without notice. Showingly will not be liable whatsoever for any change to the Services or any suspension or termination of your access to or use of the Services. Showingly reserves the right to change these Terms of Use at any time in its sole discretion on a going-forward basis. We will make commercially reasonable efforts to notify you of any material changes to these Terms of Use. Your continued use of the Services after updates are effective will represent your agreement to the revised version of these Terms of Use. Your continued use of the Services after the effectiveness of such changes will constitute acceptance of and agreement to any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms of Use. You are responsible for regularly reviewing these Terms of Use.
    2. Privacy Policy/Other Terms.
      1. Privacy Policy. Showingly will collect, use, store, and disclose personal information in accordance with our Privacy Policy. Please consult the Privacy Policy for more information, which is incorporated into and made a part of these Terms of Use.
      2. Other Terms. Your use of the Services is subject to all additional guidelines, rules, and agreements applicable to the Services or certain features of the Services that we may post on, or link to, from the Services, such as rules applicable to a particular product or content available through the Services. All such terms are incorporated into, and made a part of, these Terms of Use.
    3. Indemnification. You agree to indemnify, defend, and hold harmless Showingly, its affiliates, and their respective directors, officers, employees, and agents from any and all claims and demands made by any third party due to or arising out of: (a) your access to or use of the Services; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) any User Materials you upload to, or otherwise make available through, the Services; (f) your willful misconduct; and (g) any other party’s access to and/or use of the Services using your account and password. Showingly reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with Showingly’s defense of that claim.
    4. No Warranties. SHOWINGLY PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOWINGLY AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. SHOWINGLY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY SHOWINGLY ENTITY OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF USE. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS, INCLUDING ALL USER AND SHOWINGLY MATERIALS, AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINMENT OF MATERIALS THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, ARE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THOSE MATERIALS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OR WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
    5. Limitation of Liability/Exclusive Remedy. IN NO EVENT WILL SHOWINGLY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICES OR ANY MATERIALS ON THE SERVICES, WHETHER BASED ON (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, EVEN IF SHOWINGLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOWINGLY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (E) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (F) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (G) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (H) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (I) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (J) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (K) USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THE AGGREGATE LIABILITY OF SHOWINGLY AND ANY OF ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (L) THE AMOUNT YOU HAVE PAID TO SHOWINGLY FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.
    6. Choice of Law; Disputes. These Terms of Use are governed by the laws of the State of Colorado, without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in Adams County, Colorado for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. Showingly operates the Services from its offices in Colorado, and we make no representation that the Services are appropriate or available for use in other locations.
    7. General. You agree not to export from anywhere any part of the Services provided to you, or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. All Services used by the U.S. Government are provided with the commercial license rights described herein. These Terms of Use may only be amended by a written agreement signed by authorized representatives of the parties to these Terms of Use. If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. Showingly may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Services. Showingly’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms of Use, and all expressly incorporated terms and agreements, constitute the entire agreement between you and Showingly with respect to the Services and supersedes all prior or contemporaneous communications of any kind between you and Showingly with respect to the Services. The following sections of these Terms of Use shall survive any termination of these Terms of Use: 4, 6-13, and 15-23.
    8. Phone, Text, and Mobile Communications.
      1. Consent to Autodialed Phone Calls and Automatic Text Messages.This Section 20 applies only to users in the United States. You consent to Showingly communicating with you about the Services by SMS, text message, email and other electronic means, including autodialed text messages and phone calls containing service information and/or marketing messages, even if your phone number is on the do-not-call list. Your carrier's normal messaging, data and other rates and fees will apply to these communications. You are not required to provide this consent to receive marketing messages as a condition of purchasing anything or using the Showingly Service, and you may opt-out of receiving these messages and calls at any time as described in our Privacy Statement (though you may continue to receive messages while Showingly processes your request). You may at times receive texts with embedded links for the purposes of connecting with another party on the platform. These can be prompted by agents or clients for the purposes of connected with each other.
      2. Phone Number Changes.In the event you deactivate a mobile phone number provided to us, you agree to update your Showingly account information promptly to ensure that messages are not sent to the person who acquires your old number.
    9. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding the use of the Service.
    10. Contact Information. The Services are offered by Showingly and its affiliates, located at 11859 N Pecos St, Suite 200, Westminster, CO 80234. You may contact Showingly by sending correspondence to that address or emailing support@getshowingly.com.
    11. Notice to Apple Users. If you are using our mobile applications on an iOS device, the terms of this Section 23 apply. You acknowledge that these Terms of Use are between you and Showingly only, not with Apple, and Apple is not responsible for the Services or related Materials. Apple has no obligation to furnish any maintenance or support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claim by you or any third party relating to the Services or your possession or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement or discharge of any third-party claim that the Services or your possession and use of the mobile application infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third party beneficiaries of Section 23 of these Terms of Use, and upon your acceptance of these Terms or Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 23 of these Terms of Use against you. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.