TERMS & CONDITIONS
TERMS AND CONDITIONS FOR SHOWT WIDGETS
1 YOUR AGREEMENT WITH US
4 DO’S and DONT’S
5 DAT PROTECTION
6 ACCESS AND MONITORING
7 ADVERTISING AND REVENUE SHARE
10 INTELLECTUAL PROPERTY RIGHTS
13 SOME FINAL TERMS
14 DEFINED TERMS
Last modified 23 August 2019
Welcome and thank you for your interest in the Showt widgets available on our website along with all relevant Documentation and related products and services (collectively the “Widgets”). Our aim to provide our users with the world’s best content sharing and voting platform. As part of that vision Showt Limited (Ireland) (“we”, “us” and “our”) makes our Widgets available to you. You should take the time to carefully read these terms and conditions before using, embedding or displaying the Widget into your Website. Clause 13 sets out any defined terms that we consider important and any capitalised terms not set out in clause 13 are defined in the body of the Widget Terms.
We have done our best to explain things clearly for you below but if you have any questions about these terms and conditions, please let us know.
1 YOUR AGREEMENT WITH US
1.1 Legally binding contract
If you download or use, embed or display our Widgets on a Website you will be deemed to have accepted the Widget Terms and Documentation and to have entered into a legally binding contract with us. If you do not agree with any provision of the Widget Terms or Documentation, you do not have any right to download, use, embed or display our Widgets and must immediately stop using the Widgets, Showt Services, Showt Platform and delete all relevant Showt Content.
1.3 Acceptance on behalf of a third party
If you are acting on behalf of a third party or organisation, you must ensure that you have the authority to bind that third party or organisation along with its parents, subsidiaries and related entities. In that case, “you” and “your” will refer to that organisation,
You are deemed to have accepted these Widget Terms on the date you first use the Widgets and Showt Platform. The Widget Terms shall continue from this date until terminated in accordance with their terms (“Term”).
3.1 Our license to you
If you comply and continue to comply with these Widget Terms, we grant you a non-transferable, non-exclusive, non-sub-licensable, revocable right during the Term to:
Embed or display our Widgets on any internet enabled device, including but not limited to, website, webpage, mobile website, mobile app or internet connected television that you are in control of (a “Website”). You are not permitted to make the Widgets available on any third party website or webpage that you do not control. The third party controller must accept these Widget Terms if the Widget is to be displayed on their website or web page.
Use the Showt Marks in accordance with the Widget Terms, the Documentation, applicable law and our branding guidelines. This license does not provide you with any rights in the Showt Marks and all goodwill generated from its use remains with us. You may not challenge (directly or indirectly) the validity or ownership of the Showt Marks or applicable rights.
3.2 No other transfer of IPR
The Widget Terms set out the only grant of Intellectual Property Rights between you and us, our Affiliates and licensors. Other that as specified in the Widget Terms, there is no transfer or assignment of any Intellectual Property Rights between you and us, our Affiliates and licensors, in relation to the Intellectual Property Rights arising from or in connection with the Widgets, the Showt Platform, the Documentation, all Showt websites, Showt Content, Showt Services, and any works or products developed from them.
3.3 Your license to us
By agreeing to these Widget Terms, you grant us an irrevocable, paid-up, royalty-free, non-exclusive, worldwide, transferable right and license to:
3.3.1 use, reproduce, distribute, make available, publically display and import content from your Website and use your name, likeness or brand (including your trademarks, service marks, logos, brand names or trade names, your “Marks”) to the extent incorporated into your Website, solely for the purpose of soliciting the public to Showt in relation to such content;
3.3.2 connect and direct users to your Website; and
3.3.3 sub-license the foregoing rights to our Affiliates or any third parties that are working with us as development partners, hosting services, and in similar capacities, in order to enable them to perform their services for us.
On termination of these Widget Terms and following written request from you, we will use reasonable endeavours to delete references and links to your Website and any of your Marks from our website and the Showt Services.
3.4 Collecting data
You acknowledge and agree that embedding or displaying our Widget automatically allows us to collect data (including through any data management platform (DMP), analytics tools or ad-server such as, Google Analytics, Google AdSense and DoubleClick) and use this data in accordance with the Documentation. You must appropriately disclose this to end users. Please respect Showt user’s data and privacy settings.
We place cookies and similar technologies (collectively “Cookies”) on our website to enhance the user experience and help provide excellent service. You acknowledge that this also causes third party Cookies to be placed on the browsers and/or devices of users that visit websites that embed or display the Widgets.
4 DO’S AND DON’TS
4.1 Do nots
You agree not to, and to procure that third parties connected with you do not:
4.1.1 use our Widgets, Showt Platform, Showt Services, or Showt Content for any reason other than as specified in these Widget Terms;
4.1.2 use our Widgets, Showt Platform, Showt Services, or Showt Content for any illegal or unauthorised purpose, including (a) failing to comply with applicable laws and regulations, including, laws regarding personal data, privacy, copyright, and export controls; or (b) misusing our, our Affiliates’ or our licensors’ Intellectual Property Rights;
4.1.3 use our Widgets, Showt Platform, Showt Services, or Showt Content in any way to promote or distribute an application, product, service, website, or other offering, that is associated with or promotes or encourages illegal, immoral, racist, hateful, bullying or offensive activity or breaches any rights including any right of privacy, publicity or Intellectual Property Right;
4.1.4 facilitate or attempt to gain unauthorised access to the Showt Services, Showt Content or our network or systems;
4.1.5 use Showt Content for any other purpose other than delivering the Widgets through your Website and reporting on the opinions expressed through such Widgets (“ShowtCounts”);
4.1.6 use the Widgets or Showt Platform in an inappropriate manner, including (a) modifying, editing, disassembling, decompiling, reverse-engineering or extracting source code from the Showt Platform, Showt Services or Showt Content (except to the extent such restrictions are expressly prohibited by law); (b) distributing or making copies of the Showt Platform or making the Showt Platform available to any person, except as expressly provided in these Widget Terms; or (c) interfering, or attempting to interfere, with the proper functioning or performance of the Showt Platform or Showt Services;
4.1.7 circumvent or render ineffective any geographical or security restrictions, including IP address-based or geo-location restrictions;
4.1.8 use any information from the Widgets, Showt Content, Showt Services or Showt Platform to compete with Showt in any manner without our permission;
4.1.9 improperly accessing, altering or storing the Showt Services or Showt Content, including using any robot, spider, site search/retrieval application, or other tool to retrieve, duplicate, or index any portion of the Showt Services, Showt Content or collect information about Showt users for any unauthorised purpose;
4.1.10 transfer (directly or indirectly) any Showt Content to unauthorised third parties (including any aggregate, anonymous or derivative data) received from Showt to use in any form of advertising or monetisation-related toolset, irrelevant of user consent;
4.1.11 use or allow the introduction of any virus, worm, spyware, malware, Trojan horse, or any other harmful code that could affect the Widgets, Showt Platform, Showt Services or Showt Content;
4.1.12 associate, imply, or otherwise suggest an endorsement, tie-in, co-branding, or promotion of any brand, service, website, product, or offering with or by Showt or any Showt Content (unless otherwise approved by us); or
4.1.13 take any action or fail to do anything which we believe is, or could be, detrimental to us, our Affiliates or licensors;
4.2 Showt Content Restrictions
In addition to your obligations under clause 4.1 in relation to Showt Content you must not:
4.2.1 edit, modify, alter, or create derivative works of Showt Content in any way (unless we otherwise agree in writing), except for creating and publishing stories reporting on ShowtCounts; or
4.2.2 locally cache any Showt Content.
4.3 Restrictions in relation to Widgets
In addition to your obligations under clauses 4.1 and 4.2, in relation to the Widgets you:
4.3.1 must display the Widgets in the form specified by us and in accordance with the requirements set out in the Documentation and on the Showt website;
4.3.2 must not alter or obscure the Widgets in any way by altering the form or format from the original version approved by us;
4.3.3 subject to clause 7, must not place advertisements or banners over the top of the Widgets (in whole or in part);
4.3.4 must not display advertisements in the Widget embedded or displayed on your Website that promote or distribute an application, product, service, website, or other offering, that is associated with or promotes or encourages illegal, pornographic, immoral, racist, hateful, bullying or offensive activity or breaches any rights including any right of privacy, publicity or Intellectual Property Right;
4.3.5 must not collect, store, or use in any way, personal data about Showt users;
4.3.6 must use all information received from us or through the use or access to a Widget in compliance with the terms set out in the Documentation and all applicable laws;
4.3.7 are solely responsible for use of Widgets, and for all licensing, reporting, and payment obligations to third parties required in connection with content on or within your Website (other than content within the Widget).
4.3.8 Notwithstanding any of the foregoing provisions, you are hereby authorized to take whatever steps you deem appropriate to remove, censor or stop transmission of any content in the Widgets that you reasonably believe might create any legal or regulatory risk under the laws pertaining in your country.
4.4 Export laws and regulations
You agree to at all times comply with all applicable export and re-export control laws and regulations in connection with your use of the Widgets and Showt Platform.
5 DATA PROTECTION
5.1 Data Protection Laws
You represent and warrant that you will:
5.1.1 comply with of your obligations under any applicable data protection law, including without limitation the Irish Data Protection Act 2018 and all other privacy and data protection laws that apply to you and your Website and services (“Data Protection Laws”); and
5.1.2 not act in a manner that results or may result in us or our Affiliates being in breach of Data Protection Laws.
5.2 No circumvention permitted
You agree not to circumvent any privacy or security features offered by us, you, or by third parties.
5.3 Your obligations
You must not:
5.3.1 attempt to, sell, trade or purchase any Showt Content; or
5.3.2 email or otherwise contact Showt users unless you obtain their explicit consent in accordance with applicable laws.
5.4 Deleting Showt Content
If we ban you from using the Widget, Showt Platform, or if you violate the Widget Terms, you must immediately delete all Showt Content.
5.6 Your privacy disclosures
6 ACCESS AND MONITORING
We may, at any time, alter any element of, or you or your users’ access to the Widgets, Showt Services or Showt Platform in our sole discretion without notice to you.
6.2 Monitoring Usage
You agree that we may monitor your use of, and collect usage data related to, the Widgets and Showt Platform to ensure quality, improve the Showt Services, and verify your compliance with these Widget Terms. You agree not to interfere or block us doing this and to provide us with reasonable access to information related to your compliance with these Widget Terms. We may use any technical means available to us to overcome any interference or blocking.
6.3 Enforcement of Widget Terms
If you or your Website violates any provision of these Widget Terms or the Documentation, we may enforce these Widget Terms against you. We may, but are not obligated to, notify you in advance. We may revoke your access to our Widgets, the Showt Platform (including its functionality), require you to delete data, terminate the Widget Terms and any other agreement we have with you, and/or take any other action that we deem appropriate.
6.4 Evidence of licensing
We may request in our sole discretion, and you shall promptly provide us with, proof that your Website, product or service and any content within your Website, product, or service is properly licensed.
7 ADVERTISING AND REVENUE SHARE
7.1 Widget Advertising
Subject to your compliance with these Widget Terms, you may sell advertising to be delivered within the Widgets embedded or displayed on your Website or within a frame that incorporates advertising sponsoring or otherwise related to the Widget (“Widget Advertising”).
7.2 Revenue Sharing Payment
If you accept and enter into these Widget Terms:
7.2.1 you will share with us on an ongoing basis 30% of the gross revenues that you derive and receive from the Widget Advertising during each calendar month of the Term (“Revenue Sharing Payment”).
Any applicable Revenue Sharing Payment shall be computed and paid to us on a monthly basis in arrears to our Bank of Ireland account that we will designate, on or before the 15th day of the following month.
7.3 Revenue reporting
Revenue Sharing Payments shall be accompanied by a true, accurate and complete written statement from you setting out a summary list of all Widget Advertising displayed and all gross revenue generated from the Widget Advertising in the previous calendar month (“Revenue Report”). Such Revenue Reports will be sent to us at firstname.lastname@example.org.
You agree to keep all usual and proper records and books of account and all usual and proper entries relating to the Widget Advertising and computation of the Revenue Report. During the Term and for a period of two years after we may cause an audit and/or inspection to be made of the applicable records and Revenue Reports in order to verify compliance with these Widget Terms. Any such audit shall be conducted by us or an independent third-party auditor selected by us. Any audit and/or inspection shall be conducted during regular business hours with advance notice of at least 10 days. You agree to provide us or our designated auditor access to the relevant records and Revenue Reports and prompt and reasonable cooperation in the audit. You shall pay us the full amount of any underpayment of the Revenue Sharing Payment revealed by the audit plus interest from the date such payments were due under the terms of this clause 7. If the audit reveals an underpayment by more than 5% for the period covered by the audit report, you shall pay all of the fees and costs associated with our audit plus the Revenue Sharing Payment amount underpaid with interest at the LIBOR rate from the date such payment was due pursuant to this clause 7. This clause does not limit any additional rights and remedies at law or in equity that we may have due to any underpayment of the Revenue Sharing Payment.
8.1 Representations and Warranties
In addition to any other representations and warranties you provide to us, you represent and warrant to us that:
8.1.1 you have the legal capacity to enter into these Widget Terms;
8.1.2 all information you provide to use is accurate, true, complete, and up-to-date;
8.1.3 you will provide your Website in accordance with all required obligations, ensuring that all licenses and permits are in place and all consents, authorisations and other rights are obtained;
8.1.4 you are legally entitled and have obtained all rights and authorisations to copy, distribute, make available, perform and upload all material on or within your Website; and
8.1.5 you will not infringe any the rights of any third party, including any rights in relation to Intellectual Property Rights privacy or publicity.
8.2 No other warranties
8.2.1 You agree that all use of the Widgets and Showt Platform is at your sole risk. We provide the Widgets and Showt Platform on an “as is” and “as available” basis.
8.2.2 We do not warrant or guarantee that the Widgets, Showt Platform, Showt Services, or Showt Content will meet your individual requirements or guarantee that the operation of the Widget, Showt Platform or Showt Services will be uninterrupted, error-free, provided on time, or secure.
8.2.3 We may, but are not required to, inform you of any upgrades, amendments or modifications to the Widgets, Showt Platform or Showt Services.
8.2.4 We may upon request, but are not required to, provide you with any user support or technical assistance should an error occur.
9.1 No limitation
The limitations and exclusions of liability set out in this clause 9 do not apply to (a) death or personal injury caused by negligence; (b) either party’s liability arising out of fraud and/or wilful default; and (c) any other liability which cannot be limited or excluded by law.
9.2 Excluded loses
To the extent permitted by law, neither we nor our Affiliates, directors, employees, agents, shareholders, subcontractors, licensors or licensees are liable to you or any third party in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, for any loss of profit, loss of anticipated profits, loss of business, service interruption, loss of data, loss of revenues, loss of anticipated savings, loss of goodwill, loss of business, or for any indirect or consequential loss arising under or in connection with the use of the Widgets, Showt Platform, Showt Services and any Showt Content, even if you have been made aware of the possibility of such losses arising.
9.3 Limitation of liability
You agree to indemnify and hold harmless us and our Affiliates, directors, employees, agents, shareholders, subcontractors, licensors or licensees from any claim (including but not limited to reasonable legal fees and costs of investigation) arising from any third party due to or arising out of or related to your use of the Widgets, Showt Platform, Showt Services or Showt Content, your violation of any provision of these Widget Terms or your violation of any laws, regulations, or third party rights.
Any claim arising out of the Widgets, Showt Platform, Showt Content or Showt Services is time restricted and should be made within two years after the incident occurs. Otherwise a time restriction will be put in place and you will no longer be able to make a claim.
10 INTELLECTUAL PROPERTY RIGHTS
Without limiting clause 3, you acknowledge and agree that in connection with the Widgets, Documentation, Showt Platform, Showt Content and Showt Services:
10.1.1 all Intellectual Property is the property of Showt or Showt’s licensors and protected by Intellectual Property Rights law;
10.1.2 you do not have the right to use the Intellectual Property in any manner not explicitly permitted by these Widget Terms;
10.1.3 you do not acquire or convey any ownership interest in the Intellectual Property as a result of these Widget Terms;
10.1.4 you must not contest directly or indirectly any Intellectual Property Rights set out or contained in the Showt Platform, Showt Services or Showt Content;
10.1.5 you must not use any Intellectual Property or register any interest in the trade mark or domain name which contains the word “Showt” or any name substantially similar or a name which creates confusion to any third party; and
10.1.6 you must not delete or modify any Intellectual Property.
11.1 Confidential Information
We may provide you with non-public data, information, software, specifications, or code which is confidential and exclusive to us (“Confidential Information”). You may only use our Confidential Information in accordance with your rights set out in these Widget Terms. You agree to refrain from disclosing any Confidential Information to any third party without our prior written consent. You agree not to retain or duplicate any Confidential Information in whatever form and protect the Confidential Information and prevent it from publication and disclosure.
You must not refer to us in any publicity or marketing material or use our Marks or Intellectual Property Rights without our prior written approval. You agree that we may publicise your use of the Widgets and Showt Platform at any time.
12.1 Termination by us
12.1.1 We may terminate these Widget Terms by notice to you of termination or by terminating your ability to use the Widgets.
12.1.2 We also reserve the right to suspend or discontinue any part of the Widgets, Showt Platform or Showt Services, introduce new features, impose limits or restrict access to part or all of the Showt Services. Similarly, we reserve the right to remove and/or block any Widgets or Showt Content at any time for any reason.
12.2 Termination by you
You may terminate these Widget Terms by ceasing all use of the Widgets and notifying us.
12.3 Consequences of termination
Upon any termination or notice of any discontinuance, you must immediately stop using the Widgets and delete all Showt Content obtained through use of the Showt Platform (including, without limitation, from your servers).
12.4 Termination of licenses
If you do not comply with these Widget Terms, all licenses contained will terminate without notice to you.
Clause 3, 4, 5, 7, 9, 10, 11, 12 and 13 of these Widget Terms along with any section necessary to interpret such clauses survive any termination or expiration of these Widget Terms and will continue to bind you.
13 SOME FINAL TERMS
13.1 Entire agreement
These Widget Terms constitute the entire agreement between you and us. These Widget Terms supersede any prior representations or agreements, whether oral or written, concerning the subject matter. You agree not to rely on any statement, representation, warranty or understanding other than those expressly set out in these Widget Terms.
You may not assign, delegate or transfer these Widget Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without Showt’s prior written consent. Showt may transfer, assign or delegate these Widget Terms and our rights and obligations without consent.
From time to time we may need to change these Widget Terms, for instance to reflect any changes in technology, law or regulations, or our data uses which may affect the way in which you use the Widgets, Showt Platform, Showt Services or Showt Content. We may do so, we will post an updated version of the Widget Terms on our website and we may notify you by email or other means. The revised Widget Terms will apply to all of your information held by us at the time. By continuing to use the Widget, Showt Platform or Showt Services, you are agreeing to abide by the new terms. If you do not agree with the new terms, you should immediately stop using the Widget, Showt Services, Showt Platform and delete all relevant Showt Content. You should also refrain from operating, promoting and distributing all your products and services that rely on our Widgets provided.
13.4 No exclusivity
You agree that these Widget Terms do not create an exclusive agreement between you and us. You agree to the possibility that we and other third parties may have developed or are developing products and services similar to or in competition with your website or products for the purposes of commercial exploitation.
13.5 Our rights in your feedback
If you provide any ideas, suggestions or recommendations to us, we may use and incorporate such feedback in our Widgets, services and products, without payment of royalties or other consideration to you, provided we do not infringe any applicable law.
13.6 Third parties
Nothing in these Widget Terms shall create any third party beneficiaries or confer any rights in any third parties.
The headings in these Widget Terms are inserted for convenience only and shall not affect its construction. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Terms such as “including,” “in particular,” “such as,” and “for example” are not to be read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate. If a discrepancy or inconsistency arises once the Widget Terms are translated into other languages, the English language prevails to the extent the discrepancy or inconsistency is the result of an error in translation.
These Widget Terms operate to the fullest extent permissible by applicable law. If any provision (in whole or in part) of these Widget Terms is unlawful, void or unenforceable, that provision (in whole or in part) is deemed severable from these Widget Terms and does not affect the validity and enforceability of any remaining provisions (or part of them).
13.9 No Waiver
Our failure to exercise any right or remedy under these Widget Terms shall not constitute a waiver of that right or remedy.
13.10 Independent contractors
These Widget Terms do not create or have any intention of creating a joint venture, partnership, employer/employee relationship, agency, or fiduciary relationship between you and us. You are, at all times in connection with the operation of these Widget Terms, an independent contractor.
13.11 Governing Law and Jurisdiction
The formation, interpretation and operation of the Widget Terms, and all matters and disputes arising out of or in connection with the Widget Terms, is subject to Irish Law and the parties each submit to the exclusive jurisdiction of the Irish Courts.
14 DEFINED TERMS
In these Widget Terms, unless otherwise stated:
“Affiliate” means any business entity from time to time Controlling, Controlled by, or under Common control with us.
“Control” means a business entity shall be deemed to “control” another business entity if it (i) own, directly or indirectly, at least 50% of the outstanding voting securities or capital stock of such business entity or any other comparable equity or ownership interest with respect to a business entity other than a corporation, (ii) is able to secure that the affairs of the other business entity are conducted in accordance with its wishes (a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other business entity; or (b) as a result of any powers conferred by the articles of association or any other document regulating that or any other business entity. “Controlling” and “Controlled” shall be construed accordingly.
“Intellectual Property Rights” means all intellectual property rights subsisting in the Widgets, Showt Platform, Showt Services and Showt Content, including but not limited to all patents, registered trade marks and designs, copyright, applications for any of the foregoing, trade and business names, unregistered trade marks, goodwill in relation to the foregoing, database rights, sui generis rights, rights in designs (whether registerable or not), inventions, feedback or know how.
“Showt Content” means any content, data, information, or material made available through the Showt Service or otherwise by us, including text, graphics, film content, sound content and user data (which includes any data, including a user’s content or information that you or third parties obtain from or through the Showt Services).
“Showt Marks” means all trademarks, service marks, logos, brand names, or trade names used to identify us and our products or services (and which includes, as the context so admits or requires, any part or parts of any of them or all of them).
“Showt Services” means the services and products we provide through our website, apps and software, including all relevant offers we provide (and which includes, as the context so admits or requires, any part or parts of any of them or all of them).
“Showt Platform” means any of our developer tools (for example, APIs, SDKs, Widgets) accessible, and documentation described, on our website (and which includes, as the context so admits or requires, any part or parts of any of them or all of them).
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