Effective Date: October 19, 2018
1. Contractual Relationship
By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede all prior agreements or arrangements between you and Showdigs. Showdigs may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SHOWDIGS ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate specific disclosures. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Showdigs may amend the Terms from time to time. Amendments will be effective upon Showdigs's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If Showdigs changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing Showdigs written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Bluejay Labs, Inc. at 4111 E. Madison St. #128 Seattle, WA 98112 or (b) by email from the email address associated with your Account to: firstname.lastname@example.org. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).
Showdigs’s collection and use of personal information in connection with the Services is described in Showdigs's Privacy Statements located at www.showdigs.com/privacy.
2. Arbitration Agreement
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Showdigs on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Showdigs, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Showdigs by someone else.
(a) Agreement to Binding Arbitration Between You and Showdigs.
You and Showdigs agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Showdigs, and not in a court of law.
You acknowledge and agree that you and Showdigs are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Showdigs otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Showdigs each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(b) Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at adr.org/arb_med or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
(d) Location and Procedure.
Unless you and Showdigs otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Showdigs submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
(e) Arbitrator's Decision.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these Terms, if Showdigs changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Showdigs written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) ) by mail or hand delivery to our registered agent for service of process, c/o Bluejay Labs, Inc. at 4111 E. Madison St. #128 Seattle, WA 98112 or (b) by email from the email address associated with your Account to: email@example.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Showdigs in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
(h) Severability and Survival.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
3. The Services.
The Services comprise the Showdigs mobile application and related services (each, an "Application"), which enable an owner or manager (“Property Manager”) of qualified properties (“Properties”) to arrange and schedule guided site visits of their Properties by prospective tenants or buyers (“Prospects”). Specifically, the Application will: (a) facilitate the scheduling of appointments with Prospects to tour the Property; (b) arrange for a third-party service provider (“Third Party Provider”) to meet the Prospect at the Property, gain access to and provide the Prospect with a tour of the Property (“Site Visit”); (c) collect a fee (“Showing Fee”) from the Property Manager to be paid, minus Showdigs’s fee, to the Third Party Provider; (d) prompt the Third Party Provider to follow up with the Property Manager about any issues or questions with the Property that came up during the showing; (e) provide reports about the activity related to the Property; (f) send text messages to Prospects and other services as may be added from time to time..
Subject to your compliance with these Terms, Showdigs grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Showdigs and Showdigs's licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Showdigs; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks; (vii) with respect to the Application and the Service, violate or instruct any employee, agent, or affiliate of any kind to violate any applicable local, state or federal law or regulation (collectively “Applicable Laws”) including, without limitation Fair Housing, Landlord Tenant or Civil Rights laws.
6. Third Party Services.
As part of the Services, Showdigs will make available to Property Managers a pool of Third Party Providers who have agreed to make themselves available to meet with Prospects and provide access to the Properties and conduct Site Visits. It is anticipated that Site Visits will last approximately 15-20 minutes in duration and will be limited to a simple walk through of the Property including common areas, if applicable. Third Party Providers will be directed to only answer Property-specific questions to the extent the Property Manager has provided them with applicable responses, although they may be asked and are free to answer general questions, for instance about the neighborhood or city in which a Property is located. The Third Party Providers will be paid out of the “Showing Fee” charged to the Property Manager. There will be no reimbursement of Showing Fees once booked, regardless of whether the Prospect makes the Site Visit or not. At no time during the provision of the Services will a Third Party Provider act or hold themselves out as a real estate broker or agent. Third Party Providers do not and will not represent either the Property Manager or the Prospect in any sale or lease transaction. By agreeing to these Terms you, as a Third Party Provider, understand and acknowledge that you are not eligible to receive, nor will you receive, any commission or payment of any kind with respect to the sale or lease of the Property.
The Services and all rights therein are and shall remain Showdigs's property or the property of Showdigs's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Showdigs's company names, logos, product and service names, trademarks or services marks or those of Showdigs's licensors.
8. Access and Use of the Services.
(a) User Accounts.
In order to use most aspects of the Services, you must register for and maintain an active Third Party Provider or Property Manager account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to Showdigs certain information, such as your name, your company name, your or your company’s address, your mobile phone number, age, the address and key characteristics of the Property or Properties that will be subject to the Services, any access code or other specific access information, including directions, as well as at least one valid payment method supported by Showdigs. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including valid banking information for receipt of ACH payments or a valid, non-expired payment method, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Showdigs in writing, you may only possess one Account. The Service is not available for use by persons under the age of 18. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services to cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider, Property Manager the Prospect or any other party.
(b) Third Party Provider Onboarding.
When you are ready to make yourself available as a Third Party Provider on the Service you can login and post your availability by loading the required information into the Application. You may be required to share certain information, including but not limited to: your name, address, mobile phone number, home address, social security number or tax ID and real estate agent license number. The Application will allow you to select “AVAILABLE” when you interested in participating in the Service. Upon selecting “AVAILABLE” the Application will actively track your physical location so as to best match you with available showings close to you.
(c) Onboarding Properties; Leases; Removing Properties.
When you are ready to use the Service as a Property Manager you can post the availability of a Property by loading the required information into the Application, including Property specifications, rent, and dates/times the Property will be available for showing. Unless otherwise agreed by the parties, you will use Showdigs’s specified contact information in any online or print advertisements. All lease negotiations are between Property Managers and the Prospect. Showdigs expressly disclaims any and all responsibility for, or liability resulting from, any lease negotiation, concluded or unsuccessful. Upon identifying a Prospect interested in leasing the Property, you may remove the Property from the Application.
(d) Third Party Provider Requirements and Conduct.
At all times while acting as a Third Party Provider with respect to the Service you agree to: (i) act, speak and dress in a polite, courteous and professional manner; (ii) arrive for any Site Visit on time and sober (free of any use of alcohol or drugs); (ii) refrain from consuming alcoholic beverages, smoking, or eating during Site Visits; (iii) abide by all applicable laws and regulations including without limitation applicable civil rights, fair housing and landlord tenant laws, (iv) refrain from contacting, soliciting, harassing, taunting, stalking, or otherwise making uncomfortable any Prospect, Property Manager or any other person you meet as a result of performing your duties with respect to the Service; and (v) only address questions posed to you by a Prospect for which the Property Manager has provided you with relevant information, although you are free to provide your opinion, stated as thus, to general questions.
(e) Property Manager Requirements and Conduct.
At all times when acting as a Property Manager you agree to: (i) keep the Properties and their access in commercially reasonable condition, clean and free from unreasonable defects or hazards; (ii) be responsive to inquiries for information about the Properties, including in particular with respect to scheduling Site Visits; (iii) make available to the Third Party Provider the means for gaining access to the Properties (e.g. a realtor’s lock); (iv) for any Site Visit to one of your Properties it is your responsibility to ensure that the Property is vacant, or if still occupied by an existing tenant, that the Site Visit corresponds with a date and time during which the existing tenant will not be present; (v) if the existing tenant owns any pets, you will ensure that the pets are secure or absent during the Site Visit; (vi) maintain appropriate general liability insurance for all Properties listed with the Services; and (vii) comply with all applicable laws and regulations with respect to disclosing to Prospects that you have or intend to share certain personal data regarding the Prospects with Showdigs.
(f) Third Party Provider Representations.
By initiating the Services and agreeing to these Terms as a Third Party Provider you represent and warrant to Showdigs that (i) you have a currently valid real estate license, (ii) that these Terms do not conflict with any other binding contract or obligation, (iii) Showdigs has the right, and you have explicitly granted permission to Showdigs, to conduct a background check on you, (iv) once you have activated the Application, you have explicitly granted permission to Showdigs to track your physical location, solely for the purpose of connecting you with Property Managers for nearby Properties, and (v) in your performance of your duties as a Third Party Provider you are acting as an independent contractor, not as a real estate agent or broker, are not due any commission or payment other than as explicitly provided herein, and are responsible for and shall pay any and all taxes that may be due as a result of any compensation paid as result of your service.
(g) Property Manager Representations.
By initiating the Services and agreeing to these Terms as a Property Manager you represent and warrant to Showdigs that (i) you personally, or the entity you represent, has authority to manage access to and show the Properties, (ii) that these Terms do not conflict with any other contract or obligation, and (iii) that you have the right and authority to share information about Prospects with Showdigs, and that you hereby assign that right to Showdigs.
(h) Text Messaging and Telephone Calls.
You agree that Showdigs may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with a Showdigs account, including for marketing purposes. You understand that you may opt out of receiving text messages from Showdigs at any time. If you do not choose to opt out, Showdigs may contact you as outlined in its User Privacy Statement, located at showdigs.com/privacy.
(i) Network Access and Devices.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Showdigs does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
9. Payment to Third Party Providers.
All payments to you as a Third Party Provider will be enabled by Showdigs using the preferred method designated in your Account, after which you will receive a receipt by email.
10. Payment from Property Managers.
As a Property Manager, you understand that use of the Services will result in charges to you as posted on the Application and modified from time to time ("Charges"). Showdigs will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law.
All Charges and payments will be enabled by Showdigs using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Showdigs may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Showdigs.
As between you and Showdigs, Showdigs reserves the right to establish, remove and/or revise Charges for any or all services obtained through the use of the Services at any time in Showdigs's sole discretion. Showdigs may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on a Third Party Provider’s behalf. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback. Showdigs may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Third Party Providers or other third parties.
11. Disclaimers; Limitation of Liability; Indemnity.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SHOWDIGS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SHOWDIGS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SHOWDIGS DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
(b) LIMITATION OF LIABILITY.
SHOWDIGS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF SHOWDIGS, EVEN IF SHOWDIGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SHOWDIGS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER OR ANY PROSPECT, EVEN IF SHOWDIGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHOWDIGS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SHOWDIGS'S REASONABLE CONTROL.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SHOWDIGS’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON SHOWDIGS’S CHOICE OF LAW PROVISION SET FORTH BELOW.
You agree to indemnify and hold Showdigs and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees) (“Claims”), arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Showdigs's use of your User Content; (iv) any Claims arising out of or resulting from any Site Visit to any Property managed or owned by you; or (v) your violation of the rights of any third party, including without limitation Third Party Providers, Property Managers and Prospects.
12. Other Provisions.
(a) Choice of Law.
These Terms are governed by and construed in accordance with the laws of the State of Washington, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of Washington law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Washington law to you if you do not otherwise reside in Washington. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.
(b) Claims of Copyright Infringement.
Claims of copyright infringement should be delivered to our registered agent for service of process, c/o Bluejay Labs, Inc. at 4111 E. Madison St. #128 Seattle, WA 98112.
Showdigs may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Showdigs, with such notice deemed given when received by Showdigs, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Bluejay Labs, Inc. at 4111 E. Madison St. #128 Seattle, WA 98112.
Nothing in these Terms creates a joint venture, partnership, agency or similar endeavor between any party to the Services. You may not assign these Terms without Showdigs's prior written approval. Any use of your Account by any person other than you is material breach of this Agreement. Showdigs may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Showdigs's equity, business or assets; or (iii) a successor by merger. Any purported assignment not in accordance with this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Showdigs or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Showdigs's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Showdigs in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.