Terms of Service
Version 1.0
Effective
on November 18, 2025
PLEASE
READ THESE TERMS OF SERVICE CAREFULLY.
These Terms of Service (“Terms”) are a legal
contract between you (“Customer” or “User”) and Showstopper LLC, a Delaware
limited liability company (“Showstopper,” “Company” or “we,” “our” or “us”). Showstopper operates an ecommerce site through
www.goshowstopper.com (the “Site”) and may from time
to time operate mobile applications (“Apps”), and related sites accessible to
mobile devices, tablets, and other connected devices (collectively, the
“Services”). These Terms govern your use
and access of the Services. By
accessing or using the Services, you agree to these Terms and the terms of our
Privacy Policy, whether or not you choose to create an
Account. To use the Services, you must
accept all of these Terms. If you disagree with these Terms or find them
unacceptable in any way, do not use the Services.
YOU FURTHER
REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER
INTO THESE TERMS (ON BEHALF OF YOURSELF AND YOUR AUTHORIZED USERS). PERSONS UNDER THE AGE OF 18 MAY ONLY USE THE
SERVICES IF APPROVED BY THEIR PARENT OR GUARDIAN.
SUPPLEMENTAL TERMS OR DOCUMENTS THAT MAY BE
POSTED ON THE SITE FROM TIME TO TIME ARE HEREBY EXPRESSLY INCORPORATED HEREIN
BY REFERENCE. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES OR
MODIFICATIONS TO THESE TERMS AT ANY TIME AND FOR ANY REASON. WE WILL ALERT YOU
ABOUT ANY CHANGES BY UPDATING THE “LAST UPDATED” DATE OF THESE TERMS, AND YOU
WAIVE ANY RIGHT TO RECEIVE SPECIFIC NOTICE OF EACH SUCH CHANGE. IT IS YOUR RESPONSIBILITY TO PERIODICALLY
REVIEW THESE TERMS OF SERVICE TO STAY INFORMED OF UPDATES. YOU WILL BE SUBJECT
TO AND WILL BE DEEMED TO HAVE BEEN MADE AWARE OF AND TO HAVE ACCEPTED,
THE CHANGES IN ANY REVISED TERMS OF SERVICE BY YOUR CONTINUED USE OF THE
SERVICES AFTER THE DATE SUCH REVISED TERMS OF SERVICE ARE POSTED.
Accounts
You do not need to create an
account just to look at the site. You
are required to create an account if you want to use the services and benefit
from the full functionality of the site.
1.1.
Account Creation. In order to use the full functionality of the Services, you must register for an Account and provide certain information
about yourself as prompted by the account registration form. “Account” means the online or any Apps through
which Showstopper makes the Services available. This information
may include the following:
·
First Name,
·
Last Name,
·
Email,
·
Password,
·
Phone Verification,
·
Payment method, and
·
Details regarding any individuals to whom you provide
access to your Account (“Authorized Users”).
You are solely
responsible for your Authorized Users’ use of the Account in accordance with
these Terms.
If you choose not to
provide certain information, that is your right and privilege, but you may not
then be able to use all of the Services.
1.2
Online Purchases and Other Terms and
Conditions. Additional terms and
conditions may apply to specific portions, services, or features of the Site. All such additional terms and conditions are
hereby incorporated by this reference into these Terms.
1.3
Customer
Representations. You represent and
warrant that: (a) all required registration information
you
submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
1.4
Children’s Information. Some of the Services you request may relate
to minor children under the age of 18.
If you request services for children or provide information related to
minor children, you represent and warrant that you have the legal authority to do so and shall be responsible for
the provision of such information.
1.5
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account
login information and are fully responsible for all activities that occur under
your Account. You agree to immediately notify Showstopper of any unauthorized use or
suspected unauthorized use of your Account or any other breach of security. Showstopper will not be liable for any loss
or damage arising from your failure to comply with the above requirements.
1.6
Social
Media Accounts. We may permit you to link your Account with certain third
party social networking services, including Facebook, and other Third Party
Apps (each a “Third Party Account”) by either (i)
providing your Third Party Account login information to us; or (ii) allowing us
to access your Third Party Account, if permitted under the applicable terms and
conditions that govern your use of each Third Party Account. You represent that
you are entitled to disclose your Third-Party Account login information to us
and/or grant us access to your Third Party Account without breach by you of any
of the terms and conditions that govern your use of the applicable Third Party
Account and without obligating us to pay any fees or making us subject to any
usage limitations imposed by such third party service providers. PLEASE NOTE
THAT YOUR RELATIONSHIP WITH THE SOCIAL NETWORKING SERVICE AND OTHER SOFTWARE
APPLICATION PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED
SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL NETWORKING SERVICE AND SOFTWARE
APPLICATION PROVIDERS.
2.
LICENSE AND INTELLECTUAL PROPERTY RIGHTS
2.1 License to Customer. The
Services,
including the Site are copyrighted works belonging to Showstopper. Showstopper
grants you a limited, non-exclusive, non-transferable, non-sublicenseable,
revocable license and right to view of the Site subject to these Terms and the privacy policy applicable
to the Site. Any other use of the
Services will be subject to additional terms and conditions or other agreements
as Showstopper may require you to accept prior to such other use (collectively,
the “Additional Terms”). With respect to any App accessed through or
downloaded from the Apple App Store, Google Chrome Web Store, Google Play
marketplace or any similar store or marketplace (each, an “App Store” and
references to an App Store include the corporate entity and its subsidiaries
making such App Store available to you), you agree to comply with all
applicable third party terms of the relevant App Store (e.g. Apple App Store’s
“Usage Rules”) (the “Usage Rules”).
2.2 Customer Restrictions.
You may only use the Services for your own
purposes and will not permit any third party to use the Services except as
expressly authorized by Showstopper. In
addition to the restrictions set forth in Section 2.1 above, you will be
responsible for Authorized Users’ compliance with the Terms and liable for
Authorized Users’ breach thereof. You will
ensure that you have obtained all necessary consents and approvals for Showstopper
to access your Customer Data (defined below) for the purposes permitted under
these Terms. If you are in breach of
this section, Showstopper may suspend Services if and to
the extent necessary to mitigate or avoid imminent damage, in addition to any
other rights and remedies Showstopper may have at law or in equity.
2.3
Certain Restrictions. The rights granted to you
in these Terms are subject to the following restrictions: (a) you shall not
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise
commercially exploit the Services whether in whole or in part, or any content
displayed on the Services; (b) you shall not modify, make derivative works of,
disassemble, reverse compile or reverse engineer any part of the Services; (c)
you shall not access the Services in order to build a similar or competitive
website, product, or service; and (d) except as expressly stated herein, no
part of the Services may be copied, reproduced, distributed, republished,
downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future
release, update, or other addition to functionality of the Services shall be
subject to these Terms. All copyright
and other proprietary notices on the Services (or on any content displayed on
the Services) must be retained on all copies thereof.
2.4 Modification. Showstopper reserves the right, at any time, to modify, suspend, or
discontinue the Services (in whole or in part) with or without notice to
you. You agree that Showstopper will not be liable to you or to any third party for any
modification, suspension, or discontinuation of the Services or any part
thereof.
2.5 Ownership. Excluding any User Content (defined below) that
you may provide you acknowledge that all the
intellectual property rights, including copyrights,
patents, trademarks, and trade secrets, in the Services and its content are
owned by Showstopper or Showstopper’s suppliers. Neither these
Terms (nor your access to the Services) transfers to
you or any third party any rights, title, or interest in or to such
intellectual property rights, except for the limited access rights expressly
set forth in Section 2.1. Showstopper and its suppliers reserve all
rights not granted in these Terms. There
are no implied licenses granted under these Terms.
3.
User Content
3.1 User Content.
“User Content” means any and all information and content that a User submits to,
or uses with, the Services (e.g., content in the User’s profile or postings or
conversations with other users or service providers). You are solely responsible for your User
Content. You assume all risks associated
with use of your User Content, including any reliance on its accuracy,
completeness or usefulness by others, or any disclosure of your User Content
that personally identifies you or any third party. You hereby represent and warrant that your
User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that
your User Content is in any way provided, sponsored, or endorsed by Showstopper. Because you alone are
responsible for your User Content, you may expose yourself to liability if, for
example, your User Content violates the Acceptable Use Policy. Showstopper is not obligated to backup any User Content, and your User
Content may be deleted at any time without prior notice. You are solely responsible for creating and
maintaining your own backup copies of your User Content if you desire.
3.2
License.
You hereby grant (and you represent and warrant that you have the right
to grant) to Showstopper an irrevocable, nonexclusive,
royalty-free and fully paid, worldwide license to reproduce, distribute,
publicly display and perform, prepare derivative works of, incorporate into
other works, and otherwise use and exploit your User Content, and to grant
sublicenses of the foregoing rights, solely for the purposes of including your
User Content in the Services. You hereby
irrevocably waive (and agree to cause to be waived)
any claims and assertions of moral rights or attribution with respect to your
User Content.
3.3 Acceptable Use Policy.
The following terms constitute our
“Acceptable Use Policy”:
a)
You agree not to use the Services to collect, upload, transmit, display, or
distribute any User Content (i) that violates any
third-party right, including any copyright, trademark, patent, trade secret,
moral right, privacy right, right of publicity, or any other intellectual
property or proprietary right; (ii) that is unlawful, harassing, abusive,
tortious, threatening, harmful, invasive of another’s privacy, vulgar,
defamatory, false, intentionally misleading, trade libelous, pornographic,
obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm
of any kind against any group or individual or is otherwise objectionable;
(iii) that is harmful to minors in any way; or (iv) that is in violation of any
law, regulation, or obligations or restrictions.
b)
In addition, you agree not to: (i) upload, transmit,
or distribute to or through the Services any computer viruses, worms, or any
software intended to damage or alter a computer system or data; (ii) send
through the Services unsolicited or unauthorized advertising, promotional
materials, junk mail, spam, chain letters, pyramid schemes, or any other form
of duplicative or unsolicited messages, whether commercial or otherwise; (iii)
use the Services to harvest, collect, gather or assemble information or data
regarding other users, including e-mail addresses, without their consent; (iv)
interfere with, disrupt, or create an undue burden on servers or networks
connected to the Services, or violate the regulations, policies or procedures
of such networks; (v) attempt to gain unauthorized access to the Services (or
to other computer systems or networks connected to or used together with the Services),
whether through password mining or any other means; (vi) harass or interfere
with any other user’s use and enjoyment of the Services; or (vi) use software
or automated agents or scripts to produce multiple accounts on the Services, or
to generate automated searches, requests, or queries to (or to strip, scrape,
or mine data from) the Services.
3.4
Enforcement. We reserve the right (but have no
obligation) to review any User Content, and to investigate and/or take
appropriate action against you in our sole discretion if you violate the
Acceptable Use Policy or any other provision of these Terms or otherwise create
liability for us or any other person. Such action may include removing
or modifying your User Content, terminating your Account, and/or reporting you
to law enforcement authorities.
3.5 License from Customer. Subject to these Terms, you grant to Showstopper the limited, non-exclusive,
non-transferable, non-sublicenseable, revocable
license and right to use, copy, store, transmit and display any and all any
data, information or material provided or submitted or made available by you to
Showstopper or its service providers in connection
with the Services (“Customer Data”) solely to the extent necessary to provide
the Services as requested by you, except where you grant Showstopper authorization beyond such use.
3.6 Intellectual Property.
As between the parties, Showstopper will and does retain all proprietary and intellectual property
rights, title and interest (including all intellectual property rights) in and
to the Services, trademarks, logos and service marks owned or asserted by Showstopper in
and to the Services (“Marks”) and the audio and visual information, data,
documents, software, products and services contained or made available to you
in the course of using the Services (“Showstopper Content”). You retain all proprietary and intellectual
property rights, title, and interest in and to Customer Data, which for the
avoidance of doubt, shall exclude Statistical Data (as defined below).
3.7 Anonymized and
Statistical Data. Showstopper has the perpetual right to use aggregated, anonymized data (“Anonymized Data”), and statistical data derived from
the operation of the Services (“Statistical Data”), and nothing herein shall be
construed as prohibiting Showstopper from utilizing the Anonymized Data and Statistical Data for
business and/or operating purposes, provided that Showstopper does
not share with any third party Anonymized Data or Statistical Data which
reveals your identity or your confidential information.
3.8 Feedback.
If you provide Showstopper with any feedback or suggestion regarding the Services (“Feedback”), you hereby assign to Showstopper all rights in such Feedback and
agree that Showstopper shall have the right to use and fully exploit such Feedback and
related information in any manner it deems appropriate. Showstopper will treat any Feedback you provide to Showstopper as
non-confidential and non-proprietary. You
agree that you will not submit to Showstopper any information or ideas that you consider to be confidential or
proprietary.
4. PAYMENT
4.1 Fee
for Services. You may be required to
purchase or pay a fee to access some of the Services. You agree to provide current, complete, and
accurate purchase information for all purchases made and Services accessed
through the Sites or Apps. You further
agree to promptly update Account and payment information, including email
address, payment method and payment card expiration date, so that Showstopper
may complete your transactions and contact you as necessary. We may change
prices at any time. All payments will be
in US dollars, unless otherwise specified.
4.2 Payment Processors. We use and reserve
the right to continue using third party payment providers such as Converge and ICheck Gateway (“Payment Processors”). Your electronic
payment of fees through any Payment Processors is also governed by the Payment
Processors’ terms of service and privacy policy. You hereby consent to provide
and authorize Showstopper and
the Payment Processors to share any information and payment instructions you
provide to the extent required to complete the payment transactions in
accordance with the Terms, including personal, financial, credit card payment,
and transaction information.
4.3. Automatic Renewal Authorization for
Automatic Renewal of Subscriptions. Certain
services consist of recurring subscriptions.
Your subscriptions will automatically charge in accordance with the term
that you selected unless and until you cancel. You hereby authorize us to
charge your Payment Provider now, and again at the beginning of any subsequent
subscription period or order. Upon renewal of your subscription, if Showstopper does not receive payment from
your Payment Provider, (i) you agree to pay all
amounts due on your account upon demand, and/or (ii) you agree that we may
either terminate or suspend the subscription Services and continue to attempt
to charge your Payment Provider until payment is received (upon receipt of
payment, your account will be activated and for purposes of automatic renewal,
your new subscription commitment period will begin as of the day payment was
received). We will send you reminders of your upcoming subscription charges.
4.4 Reservation
of Rights. Showstopper reserves (a) the right to correct any errors or
mistakes in pricing, even if Showstopper has already requested or received payment, (b) the right to
change products and pricing at any time, (c) the right to refuse any order or
subscription placed through the Site or any Apps, and/or (d) the right to
refuse any order placed with us or limit the quantities purchased per person,
per household or per order.
5. USE OF CUSTOMER DATA AND CUSTOMER
CONTENT
5.1
Showstopper Use of Customer Data.
Showstopper will
maintain commercially reasonable administrative, physical, and technical
safeguards for the protection and security of any Customer Data managed,
stored, and processed by the Service. You
agree that Showstopper shall
have no liability to you for any loss or corruption of any such data, and you hereby
waive any right of action against us arising from any such
loss or corruption of such data.
5.2
Confidentiality. A Party will not disclose or use any
Confidential Information of the other Party except: (a) as reasonably necessary
to perform its obligations or exercise any rights granted pursuant to these
Terms; (b) with the other Party’s prior written permission; or (c) to the
extent required by law or order of a court or other governmental authority or
regulation. Each Party agrees to protect the other Party’s Confidential
Information in the same manner that it protects its own Confidential
Information of like kind, but in no event using less than a commercially
reasonable standard of care. Confidential Information will not include any
information that: (a) is or becomes generally known to the public without
breach of any obligation owed to the disclosing Party; (b) was known to a Party
prior to its disclosure by the other Party without breach of any obligation
owed to the other Party; (c) was independently developed by a Party without
breach of any obligation owed to the other Party; or (d) was or is received
from a third party without breach of any obligation owed to the other Party.
For clarity, nothing in this Section 5.2 will restrict Showstopper with respect to Showstopper Data or Statistical Data. For the purpose of Section 5.2, (a) your “Confidential
Information" is your business or technical information, including but not
limited to information relating to software plans, designs, costs, prices and
names, business opportunities, personnel, research, development or know-how
that is designated by you as “confidential” or “proprietary” or that we know or
should reasonably know is confidential or proprietary and that is disclosed to
us in connection with the Services; and (b) our “Confidential Information” is
any information of the Company that is disclosed to you or to which you
otherwise have access, including (i) any software
utilized by Showstopper in the provision of the Services and
its respective source code; (ii) Showstopper’s business or technical information,
including information relating to software plans, designs, costs, prices and
names, business opportunities, personnel, research, development or know-how
that is designated by Showstopper as “confidential” or “proprietary” or you
know or should reasonably know is confidential or proprietary; and (iii) any
special pricing or other non-standard terms agreed to by Showstopper in
a separate written document.
6. THIRD PARTY WEBSITES, CONTENT AND
OFFERINGS
6.1 No
responsibility for Third-Party Websites.
The Site or Apps may contain (or you may be sent via the Site or
Apps) links to websites run by unaffiliated third
parties (“Third-Party Websites”) as well as articles, photographs, text,
graphics, pictures, designs, music, sound, video, information, applications,
software, and other content or items belonging to or originating from third
parties (“Third-Party Content”) , including websites run by schools or teachers
providing services to Customers (“Third Party Offerings”). Such Third-Party Websites and Third-Party
Content and Third Party Offerings are not investigated, monitored, or checked
for accuracy, appropriateness, or completeness by us, and we are not
responsible for any Third-Party Websites accessed through the Site or App or any
Third-Party Content posted on, available through, or installed from the Site,
including the content, accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the Third-Party Websites or the
Third-Party Content. Inclusion of, linking to, or permitting the use or
installation of any Third-Party Websites or any Third-Party Content does not
imply approval or endorsement thereof by us. If you decide to leave the Site or
App and access the Third-Party Websites or to use or install any Third-Party
Content, you do so at your own risk. You should review the applicable terms and
policies, including privacy and data gathering practices, of any website to
which you navigate from the Site or relating to any
applications you access, use or install from the Site.
6.2 No
responsibility for Third Party Services.
You agree and acknowledge that Showstopper does not guarantee or endorse the
products or services offered by third parties who you may access or
become familiar with through use of the Site. You are deemed to be responsible
for and shall use your own skill and judgment as to, the quality, value and
suitability of such information and suggestions and in deciding whether to enter into any contract with any third party for the supply
of services or sale of goods.
6.3 Purchases through Third-Party Websites or from Third
Parties. Any purchases of goods or
services you make through Third-Party Websites or from third party suppliers will
be through other websites and from other companies, and Showstopper takes no responsibility
whatsoever in relation to such purchases which are exclusively between you and
the applicable third party. You agree and acknowledge that Showstopper does not endorse the products or
services offered on Third-Party Websites or by any third parties introduced to
you by Showstopper and
you shall hold Showstopper harmless
from any harm caused by your purchase of such products or services.
Additionally, you shall hold Showstopper harmless from any losses sustained by you or harm to you, in each
case, relating to or resulting in any way from any Third-Party Content or any
contact with Third-Party Websites or Third-Party Offerings or Third-Party Apps.
7.
MODIFICATION. Showstopper reserves the right, but not the obligation, to: (1) monitor the Services
for violations of these Terms; (2) take appropriate legal action against anyone
who, in our sole discretion, violates the law or these Terms, including
reporting such user to law enforcement authorities; (3) in our sole discretion
and without limitation, notice, or liability, to remove from the Services or
otherwise disable all files and content that are excessive in size or are in
any way burdensome to our systems; and (4) otherwise manage the Services in a
manner designed to protect our rights and property and to facilitate the proper
functioning of the Services.
8.
DISCLAIMERS
THE SERVICES ARE
PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND Showstopper (AND OUR
SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY
KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET
ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE,
RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES
WITH RESPECT TO THE SERVICES, ALL
SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF
FIRST USE.
SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY
TO YOU. SOME JURISDICTIONS DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY
NOT APPLY TO YOU. IN SUCH EVENT, THE
IMPLIED WARRANTY WILL BE DEEMED TO BE EXCLUDED TO THE MAXIMUM AMOUNT ALLOWED
UNDER SUCH LAW.
9. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT
PERMITTED BY LAW, IN NO EVENT SHALL SHOWSTOPPER, ITS AFFILIATES, OR ANY OF
THEIR SUPPLIERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS
(COLLECTIVELY, THE “SHOWSTOPPER RELEASEES”) BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES
ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, OUR
SERVICES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. ACCESS TO, AND USE OF, THE SITE,
APPS AND RELATED SERVICES IS AT YOUR OWN DISCRETION AND RISK.
YOU AGREE THAT ANY CONTRACT
ENTERED INTO BY YOU WITH ANY OF THE SUPPLIERS IS AN INDEPENDENT CONTRACT. SHOWSTOPPER HEREBY DISCLAIMS ANY AND ALL
LIABILITY FOR ANY ACT OR OMISSION OF ANY SUPPLIER OR ANY LOSS INCURRED BY YOU
AS A RESULT OF ANY ACT OR OMISSION OF A SUPPLIER WHETHER OR NOT ARRANGED
THROUGH OR INTRODUCED BY SHOWSTOPPER. SHOWSTOPPER ACCEPTS NO LIABILITY FOR ANY
LOSSES OR CLAIMS ARISING FROM ANY INABILITY TO ACCESS THE SITE, ANY APP OR OUR
SERVICES OR ANY FAILURE TO COMPLETE A TRANSACTION.
NONE OF THE SHOWSTOPPER RELEASEES
SHALL BE LIABLE FOR ANY LOSS, COST, EXPENSE OR DAMAGE OF ANY NATURE WHATEVER
(WHETHER DIRECT OR INDIRECT) RESULTING FROM THE PROVISION OF THE SERVICES OR
YOUR RELIANCE UPON THE INFORMATION AND SUGGESTIONS PROVIDED BY SHOWSTOPPER
HEREUNDER AND THE RESULTING SUPPLY OF GOODS AND SERVICES TO YOU BY ANY THIRD
PARTY, IN EITHER CASE, WHETHER ARISING OUT OF THE ORDINARY NEGLIGENCE OF ANY SHOWSTOPPER
RELEASEE OR OTHERWISE. THE SHOWSTOPPER RELEASEES SHALL HAVE NO LIABILITY TO YOU
FOR ANY LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS FOR COMPENSATION ARISING
FROM REQUESTS OR INSTRUCTIONS SUPPLIED BY YOU WHICH ARE INCOMPLETE, INCORRECT,
OR INACCURATE OR ARISING FROM THEIR LATE ARRIVAL OR NON-ARRIVAL, OR ANY OTHER
FAULT OF YOU. SHOWSTOPPER SHALL NOT BE LIABLE TO YOU OR BE DEEMED TO BE IN
BREACH OF THESE TERMS AND CONDITIONS BY REASON OF ANY DELAY IN PERFORMING, OR
ANY FAILURE TO PERFORM, ANY OF SHOWSTOPPER’S OBLIGATIONS IN RELATION TO THE
SERVICES, IF THE DELAY OR FAILURE WAS DUE TO ANY CAUSE BEYOND SHOWSTOPPER’S
REASONABLE CONTROL
TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE SHOWSTOPPER RELEASEES
RELATING TO THE SERVICES WILL BE LIMITED TO AN AMOUNT GREATER OF ONE DOLLAR OR
ANY AMOUNTS ACTUALLY PAID IN CASH BY YOU TO SHOWSTOPPER FOR THE PRIOR ONE MONTH
PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY
COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT
ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH EVENT, THE LIMITATION OF LIABILITY
WILL BE DEEMED TO BE THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.
You agree to defend, indemnify, and hold the Showstopper Releasees harmless
from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of: (1) your use of the Services; (2) any breach of these Terms,
including any breach of your representations and warranties set forth in
these Terms; or (3) your violation of the rights of a third party, including
intellectual property rights. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and control of any
matter for which you are required to indemnify us, and you agree to cooperate,
at your expense, with our defense of such claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding which is subject
to this indemnification upon becoming aware of it.
11. TERM AND TERMINATION. Subject to this
Section, these Terms will remain in full force and effect while you
use the Services. We may suspend or
terminate your rights to use the Services (including your Account) at any time for any reason at our
sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these
Terms, your Account and right to access and use the Services will terminate immediately.
Showstopper will not have any liability whatsoever to you
for
any termination of your rights under these Terms, including for termination of your
Account or deletion of your User Content or Customer Data. The following will survive
any expiration or termination of these Terms: The Preamble and Sections 1.2, 1.3, 2.5
and 3 through 12.
12. GENERAL
12.1
Arbitration. If any
controversy, dispute, claim, question or difference (a “Dispute”) arises with
respect to these Terms or their performance, enforcement, breach, termination
or validity, then upon written notice by any party to the other parties to the
Dispute, the Dispute shall be finally settled by arbitration in accordance with
the provisions of the UNCITRAL Model Law on International Commercial
Arbitration (1985) (the “Model Law”), based upon the following:
a) the
arbitration tribunal shall consist of one arbitrator appointed by mutual
agreement of such parties, or in the event of failure to agree within thirty
(30) days following delivery of the written notice to arbitrate, the
arbitration tribunal shall consist of three arbitrators (one arbitrator
appointed by each of the two parties and the third arbitrator appointed by the
first two arbitrators). The arbitrator(s) shall be qualified by education and
training to pass upon the particular matter to be decided;
b) the
arbitrator(s) shall be instructed that time is of the essence in the arbitration proceeding and, in any event, the arbitration
award must be made within 180 days of the appointment of the arbitrator (as
such period may be extended by the mutual written agreement of the parties to
the Dispute);
c) after
written notice is given to refer any Dispute to arbitration, the parties to the
Dispute shall meet within 15 business days of delivery of the notice to
arbitrate and shall negotiate in good faith to agree upon the rules and
procedures for the arbitration (which, for the avoidance of doubt, shall be in
accordance with the Model Law), in an effort to expedite the process and
otherwise ensure that the process is appropriate given the nature of the
Dispute and the values at risk, failing which, the rules and procedures for the
arbitration shall be finally determined by the arbitrator(s);
d) the
arbitration shall take place in New York, New York ;
e) except
as otherwise provided in this Agreement or otherwise decided by the arbitrator,
the fees and other costs associated with the arbitrator(s) shall be shared
equally by the parties to the Dispute and each party to the Dispute shall be
responsible for its own costs;
f) the
arbitration award shall be given in writing, shall provide reasons for the
decision, shall be final and binding on the parties to the Dispute, not subject
to any appeal, and shall deal with the question of costs of arbitration and all
related matters;
g) judgment
upon any award may be entered in any court having jurisdiction or application
may be made to any court for a judicial recognition of
the award or an order of enforcement, as the case may be;
h) all
Disputes referred to arbitration (including the scope of the agreement to
arbitrate, any statute of limitations, conflict of laws rules, tort claims and
interest claims) shall be governed by the substantive laws of the State of
Delaware without regard to conflict of laws;
i) the
parties to the Dispute agree that the arbitration shall be kept confidential
and that the existence of the proceeding and any element of it (including any
pleadings, briefs or other documents submitted or exchanged, any testimony or
other oral submissions and any awards) shall not be disclosed beyond the
arbitrator(s), the parties to the Dispute, their counsel and any person
necessary to the conduct of the proceeding, except as may lawfully be required
in judicial proceedings relating to the arbitration or otherwise. For the
avoidance of doubt, the foregoing shall not be deemed to prohibit any party
from using or disclosing in the ordinary course of business any document
submitted or exchanged in the arbitration that was created independent of the
arbitration (e.g., any business document); and
j) The
United Nations Convention on Contracts for the International Sale of Goods does
not apply to this Agreement.
12.2 Copyright
Policy. Showstopper respects the intellectual property of others and asks
that users of our Services do the same.
In connection with our Services, we have adopted and implemented a
policy respecting copyright law that provides for the removal of any infringing
materials and for the termination, in appropriate circumstances, of users of
our Services who are repeat infringers of intellectual property rights,
including copyrights. If you believe
that one of our users is, through the use of our Services, unlawfully
infringing the copyright(s) in a work, and wish to have the allegedly
infringing material removed, the following information in the form of a written
notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our
designated Copyright Agent: (a) your physical or electronic signature; (b) identification
of the copyrighted work(s) that you claim to have been infringed; (c) identification
of the material on our services that you claim is infringing and that you
request us to remove; (d) sufficient information to permit us to locate such
material; (e) your address, telephone number, and e-mail address; (f) a
statement that you have a good faith belief that use of the objectionable
material is not authorized by the copyright owner, its agent, or under the law;
and (g) a statement that the information in the notification is accurate, and
under penalty of perjury, that you are either the owner of the copyright that
has allegedly been infringed or that you are authorized to act on behalf of the
copyright owner. Please note that,
pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact
(falsities) in a written notification automatically subjects the complaining
party to liability for any damages, costs and attorney’s fees incurred by us in
connection with the written notification and allegation of copyright
infringement.
Notice:
Showstopper
LLC
9450
SW Gemini Dr., PMB 50196, Beaverton, OR 97008
legal@goshowstopper.com
12.3
Export. The Services may
be subject to U.S. export control laws and may be subject to export or import
regulations in other countries. You agree
not to export, reexport, or transfer, directly or indirectly, any U.S.
technical data acquired from Showstopper, or any products utilizing such data,
in violation of the United States export laws or regulations.
12.4
Disclosures. The mailing address
of Showstopper is set forth in Section 12.8. If you are a California resident, you may
report complaints to the Complaint Assistance Unit of the Division of Consumer
Product of the California Department of Consumer Affairs by contacting them in
writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800)
952-5210.
12.5 Consent
to Electronic Communications and Text Messages
By using the Services, you consent to
receiving certain recurring electronic communications from us as further
described in this Privacy Policy. You
agree that any referrals, notices, agreements, disclosures, or other
communications that we send to you electronically will satisfy any legal
communication requirements, including that those communications be in writing. We may send text messages
(including SMS messages) to you directly or via third-party providers in
accordance with this Section.
Except as otherwise set forth in this
paragraph, by using the Services, you consent to receive text messages from us
at any phone or mobile number that you provide to us. By providing any such phone or mobile number
to us, you represent to us that you are authorized to provide the foregoing
consent with respect to such number. You
are not required to grant the foregoing consent in this paragraph as a
condition to your use of the Services, and you can indicate that you do not
intend to provide such consent by sending an email to that effect to legal@goshowstopper.com
prior to using the Services.
Furthermore, you can revoke the foregoing consent in this paragraph, by
contacting us at legal@goshowstopper.com.
You may receive a text message from us
in relation to use of the Site and Services.
You can stop receiving text messages at any time by replying ‘STOP’ to
the message or as otherwise indicated in the text message.
As always, message and data rates may
apply for any messages sent to you from us and to us from you. Message
frequency depends on your interaction. You should contact your wireless
provider with any questions. Please keep
all information accurate and up to date.
For all further questions about the electronic communications and text
messaging, please send an email to legal@goshowstopper.com.
12.6 Entire Terms. These Terms, any Additional Terms and any privacy policy
applicable to our Services constitute the entire agreement between you
and us regarding the use of
the Services. Our
failure to exercise or enforce any right or provision of these Terms shall not
operate as a waiver of such right or provision. The section titles in these
Terms are for convenience only and have no legal or contractual effect. The
word “including” means “including without limitation”. If any provision of these Terms is, for any
reason, held to be invalid or unenforceable, the other provisions of these
Terms will be unimpaired, and the invalid or unenforceable provision will be
deemed modified so that it is valid and enforceable to the maximum extent
permitted by law. Neither party is an agent or partner of the other. These Terms, and your rights and obligations
herein, may not be assigned, subcontracted, delegated, or otherwise transferred
by you without Showstopper prior
written consent, and any attempted assignment, subcontract, delegation, or
transfer in violation of the foregoing will be null and void. law. We may assign any or all of
our rights and obligations to others at any time. The terms and conditions set forth in these
Terms shall be binding upon assignees.
12.7 Copyright/Trademark
Information. Copyright © 2025 Showstopper
LLC, a Delaware limited liability company.
All rights reserved. All Marks displayed on the Services are our property or the property of other third parties. You
are not permitted to use
these Marks without our prior written consent or the consent of such third Party which may own the Marks.
12.8 Contact
Information:
Showstopper LLC
9450
SW Gemini Dr., PMB 50196, Beaverton, OR 97008
legal@goshowstopper.com