Terms and Conditions
a. Account Creation. In order to use the Website, You must register for an account (an “Account”) and provide certain information about Yourself including but not limited to Your Full name, driver license, photograph, email, and address as prompted by the account registration form. You agree that all required registration information You submit will be truthful and accurate and that You will update that information promptly if there is any change.
b. Authorized Users. The only persons authorized to create an account on the Website are: (i) duly licensed real estate agents engaged to represent buyers, sellers, or both, in real estate transactions in the jurisdiction where the services of the Company will be used by that real estate agent (each, an “Initiating Agent”); and (ii) officers of the Company on behalf of an Initiating Agent, or an employee of, or an independent contractor to, the Company.
c. Account Login and Password. You are responsible for keeping Your password secret and confidential. You agree that You are responsible for any use of the Website made under Your password, including all communications and transactions, together with any fees, charges, or other obligations that may result from such use. You are responsible for changing Your password if You believe that Your password has been stolen or might otherwise be misused or compromised. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use, of Your Account or any other breach of security.
2. ACCESS TO THE WEBSITE
d. Account Information. If the Company believes the information You provide on the Website is not correct, current, or complete, the Company has the right to refuse You access to the Website or any of its resources, to revoke the license granted to You under Section 2.b and terminate or suspend Your access at any time.
e. Modification. The Company reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to You. You agree that the Company will not be liable to You or to any Third-Party for any modification, suspension, or discontinuation of the Website or any part thereof.
f. Website Support. The Company will take commercially reasonable steps to provide You with any support or maintenance in connection with the Website. However, support services are not guaranteed, and the Company reserves the right to terminate support services for the Website.
3. RESTRICTIONS AND REQUIREMENTS RELATING TO WEBSITE USE
a. Restrictions on Your Use of the Website. You shall not do any of the following in connection with the use of the Website:
i. Publish, post, distribute or disseminate any information, data, or material, or send any message through the Communications Services (as defined below), that is either (a) threatening, abusive, harassing, hateful, vulgar, sexually explicit, obscene, inflammatory, defamatory, or racially, ethnically, or otherwise objectionable or harmful, (b) violates any applicable law, rule, or regulation, or (c) contains any defamatory, infringing, or illegal content, including any content that could give rise to any liability to the Company or that might adversely affect the Company’s public image, reputation, or goodwill;
ii. Post any material on the Website that You do not have the right to post, including proprietary material of any Third-Party, such as files containing software or other material protected by intellectual property laws (or by rights of privacy or publicity);
iii. Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
iv. Solicit funds, advertisers, employees of or independent contractors to the Company, or sponsors without the express written approval by the Company;
v. Impersonate or misrepresent Your connection to any other entity or person or otherwise manipulate headers or identifiers to disguise the origin of the content;
vi. Interfere with, compromise, or adversely affect the ability of any other users of the Website, including the sending or accessing of any message with the intention to interfere with the e-mails or other communications intended for other persons; or
vii. Introduce or otherwise upload programs to the Website that contain viruses, worms, and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications.
i. You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, either in whole or in part, or any content displayed on the Website;
ii. You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Website;
iv. Except as expressly stated herein, You shall not copy, reproduce, distribute, republish, download, display, post, or transmit in any form any part of the Website or the Website as a whole by any means or method.
c. Communications Services. The Website may contain comment boxes, reservation form, forums, bulletin board services, chat areas, message boards, news groups, communities, personal web pages, calendars, text messages, emails, and/or other message or communication facilities (collectively, “Communication Services”) designed to allow You to communicate with the Company’s personnel, the internet community or with other persons or groups. When using any of the Communications Services, You agree that:
i. You will use the Communication Services only to post, send, and receive messages and content that are proper and related to the relevant Communication Service.
iii. You are solely responsible for all messages, data, information, and other materials you place on the Website.
iv. You upload, store, post, e-mail, or otherwise transmit to or through the Website;
v. You will accurately and clearly identify Yourself as the originator of any upload, storage, post, e-mail, or other transmission made or sent by You; and
vi. Materials uploaded to any of the Communication Services may be subject to posted limits on use, reproduction, and/or dissemination, and You are responsible for abiding by such limitations with respect to Your submissions, including any downloaded materials.
d. Other Agreements. You agree that:
ii. All use of the Website shall be subject to any other rules and/or guidelines published by the Company.
4. PROPRIETARY INFORMATION; INTELLECTUAL PROPERTY.
b. Copyright/Trademark Information. All copyright and other proprietary notices on the Website, including the copyright notice in Section 12.k or on any Content displayed on the Website, must be retained on all copies thereof. The trademarks, trade names, service marks, and logos (“Trademarks”) appearing on the Website, including without limitation, the Show Agents LLC name or any variant thereof and/or the Company’s distinctive logo, are the property of the Company (except for any trademarks, trade names, service marks, and logos of third parties (“Third-Party Trademarks”)). All other Content on the Website (but excluding any copyrighted Third-Party Content and Third-Party Trade Works) (collectively “Copyrights”), including all page headers, custom graphics, button icons, and scripts are works of the Company, and the Company reserves all rights in such Trademarks and Copyrights. You agree that You will not copy, imitate, or use any Trademarks or Copyrights, in whole or in part, without the prior written permission of the Company, except as specifically authorized by the Company in writing. From time to time, the Website will use intellectual property owned by third parties. The rights in any Third-Party Trademarks or copyrighted Third-Party Content on the Website are retained by their respective owners. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks or Copyrights to You. Further, nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark or Copyright without the express written permission of the Company. The misuse of the Trademark or Copyrighted works displayed on the Website, or any other Content on the Website, is strictly prohibited.
c. User Materials. As part of the Website, You may create or provide to the Company Personal information, data, video, photos, blog posts, screenshots, and other materials in electronic format, (collectively, the “User Materials”). The Company reserves the right, at its discretion, to collect, modify, delete, or enhance any and all User Materials. You agree to assign, and do hereby assign, exclusively to the Company all right, title, and interest in and to any and all User Materials, including all copyright in such User Materials (regardless of whether such material is copyrightable under the United States Copyright Act) and release to the Company all intellectual property rights to all User Materials.
i. The Company may allow the User, at the Company’s sole discretion, to provide information to the Company through means other than the Website in connection with a booking. Under such circumstances, the User hereby agrees to allow the Company to enter such information into the Website on the User’s behalf, which information shall be deemed to be User Materials.
e. DMCA Notice. Show Agents responds to notices of alleged copyright infringement that comply with applicable law. If You believe any materials accessible on or from the Website infringe Your copyright, You may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
i. Your physical or electronic signature.
ii. Identification of the copyrighted work You believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
iii. Identification of the material You believe to be infringing in a sufficiently precise manner to allow us to locate that material.
iv. Adequate information by which we can contact You (including Your name, postal address, telephone number, and, if available, email address).
v. A statement that You have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
vi. A statement that the information in the written notice is accurate.
vii. A statement, under penalty of perjury, that You are authorized to act on behalf of the copyright owner.
viii. Our designated copyright agent to receive DMCA Notices is:
Show Agents LLC
900 NW 13 St, Suite 107
Boca Raton, FL 33486
ix. If You fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, Your DMCA Notice may not be effective.
x. Please be aware that if You knowingly materially misrepresent that material or activity on the Website is infringing Your copyright, You may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
5. THIRD-PARTY LINKS & ADS.
The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and the Company is not responsible for any Third-Party Links & Ads. The Company provides access to these Third-Party Links & Ads only as a convenience to You, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at Your own risk, You and should apply a suitable level of caution and discretion in doing so. When You click on any of the Third-Party Links & Ads, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
6. DISCLAIMERS OF WARRANTY
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, BY THE COMPANY (OR THE COMPANY’S SUPPLIERS) WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT THE WEBSITE WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR WILL BE FREE FROM VIRUSES OR OTHER HARMFUL CODE, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF THE SOFTWARE OR OTHER CONTENT PROVIDED THROUGH THE WEBSITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY, ITS AGENTS,OR EMPLOYEES WILL CREATE A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. ANY USE OF THE WEBSITE IS AT YOUR OWN RISK.
7. LIMITATION OF LIABILITY
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS OR BUSINESS INTERRUPTION), WHETHER ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAILS, ERRORS, DEFECTS, VIRUSES OR OTHER MALICIOUS CODE, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF SHOW AGENTS LLC TO YOU FOR ALL CLAIMS IN THE AGGREGATE ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE WEBSITE, WHETHER ARISING IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU PAID TO SHOW AGENTS LLC FOR THE SPECIFIC APPOINTMENT FOR WHICH THE LOSS RESULTED.
YOU AGREE TO HOLD HARMLESS SHOW AGENTS LLC, ITS ASSOCIATED CONTRACTORS, MANAGERS, CONSULTANTS, PERSONS CONDUCTING SHOWINGS ON BEHALF OF SHOW AGENTS LLC AND ITS AFFILIATED ENTITIES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, 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.
THE COMPANY RESERVES THE RIGHT TO FULLY COOPERATE WITH ANY LAW ENFORCEMENT AUTHORITIES OR COURT ORDER. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SHOW AGENTS LLC DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SHOW AGENTS LLC OR LAW ENFORCEMENT AUTHORITIES.
8. PAYMENT TERMS.
a. Price. The price for showings and all other appointments may be found on the [“SERVICES”] page of the Website, and You agree to pay all fees based on the requested services.
b. Cancellation. If You cancel within two hours of the scheduled start time of a showing, You agree to pay a cancellation fee of $25.
c. Late Fee. If an attendee arrives over 20 minutes late, a late fee of $20 will be automatically applied to extend the appointment duration an additional 30 minutes.
9. REQUEST FOR ADDITIONAL SERVICES.
If You require any services or have any additional instructions not specified in your original booking, You must complete the “Additional Instructions” section of the [“RESERVATIONS”] page of the Website no later than 2 hours before the scheduled start of the appointment. If the Company determines that an additional charge is necessary, the Company will advise You of the amount of any such additional charges, which will be added to the booking fee.
10. LIMITED ACTIVIVITIES OF SHOWING AGENTS.
a. Instructions to Showing Agents. The Company’s employees or independent contractors who will be providing showing services for You (“Showing Agents”) have been instructed by the Company to do only the following:
i. Arrive on time, be present, and dress professionally for all appointments;
ii. Carry necessary tools including but not limited to smartphones, and Supra eKEY(s) for all showings and related appointments; and
iii. After showings and related appointments, promptly submit feedback to You and notify You of clients’ intent to make an offer on a property.
b. Restrictions on Showing Agents. The Company has instructed its Showing agents not to:
i. Talk about money, finances, offer amounts, or commissions with Your client;
ii. Work with Your clients outside of the services related to this Agreement or solicit or accept referrals from Your clients;
iii. Talk about Your clients, Your operations in a negative or slandering manner;
iv. Search for or suggest properties to Your clients; and
11. RELEASE AND INDEMNIFACTION
a. Release. You hereby release and forever discharge the Company (and its officers, employees, agents, consultants, contractors, including persons performing Company services, persons providing egress to properties on behalf of the Company, employees, and affiliates of the Company from liability and waive any right to sue the Company for any and all claims.
13. GENERAL PROVISIONS
b. Terminology. The word “including” means “including without limitation.” Terms defined in the singular shall have the same meaning when used in the plural or other grammatical form.
e. No Agency. Neither party shall be an agent of the other.
f. No Assignment. You may not assign Your password or any of Your rights under this Agreement without the prior written consent of the Company, and any attempted assignment without such consent shall be void.
g. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the choice of law provisions thereof.
h. Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 900 NW 13 St, Suite 107, Boca Raton, FL 33486. After the Notice is received, You and the Company may attempt to resolve the claim or dispute informally. If You and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
i. Arbitration Rules. Any controversy or claim arising out of or relating to this Agreement contract, or the breach thereof, that is not resolved under Section 13.h. shall be settled by arbitration before a single arbitrator in Broward County, Florida, and administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court in Broward County, Florida, having jurisdiction thereof. Each Party shall be responsible for its own attorneys’ fees and costs of the arbitration and shall also pay half of the arbitrator’s fees and costs.
k. Copyright Notice. Copyright © Show Agents LLC (2023). All rights reserved.