Last Revised: March 7, 2023
Showfields Inc. (“Showfields”, “Company”, “we”, “our” or “us”) welcomes you (the “User(s)”, or “you”) to (i) our website, including its sub-domains and landing pages (collectively, the “Site”), (ii) our mobile application “Magic Wand” (the “App”), (iii) our online widgets displayed on third party sites (“Widgets”) and (iv) to our online services available in the Showfields stores, including tablets, wands, point-of-sale devices and in-store Wi-Fi networks (the “In-Store Services”, and collectively with the Site, App and Widgets, the “Services”, as further detailed below).
Each of our Users may use the Services in accordance with the terms and conditions hereunder.
1. Acceptance of the Terms
The Services are available only to individuals who (a) are at least sixteen (16) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law, or have received the required consent from their legal guardian to enter into these Terms. Therefore, you hereby represent that you possess the legal authority to enter into these Terms on your behalf and to form a binding agreement under any applicable law, to use the Services in accordance with these Terms, and to fully perform your obligations hereunder.
2. The Services
Showfields is the operator of brick-and-mortar stores located in various locations, which offer a unique shopping experience, curation of art and a wide variety of consumer goods which are sold in such stores by our third-party business partners and brands which are featured in our stores from time to time (the “Stores” and “Brands”, respectively).
Our App and Site serve as a lifestyle discovery tool featuring a curation of mission-driven products, art, and events that can be found in our Stores. The App may also allow Users to unlock exclusive content in our Stores, by transforming the User’s device into a “Magic Wand”, enhancing the in-store experience, by providing unique Brand content.
In addition, the Site, App and Widgets may provide you with comprehensive information regarding, inter-alia, Showfields and the Brands, products, concept, partners, blog, news regarding Showfields and its Brands, job opportunities and so forth, including any other related content, such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Site/App/Widgets, User Generated Content (as defined below), algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site and/or App (collectively with any similar content which may be made available on our In-Store Services, the “Content”).
Please note that when visiting our Stores, you may use our In-Store Services, which include Wi-Fi connectivity, in-Store tablets, point-of-sale devices and other electronic devices. Such use is subject to these Terms.
We also operate a members' club under the name “Friends of Showfields”, which may offer its members information relating to Showfields and its Brands, promotional materials, special offers, etc.
For convenience, the term “Service(s)” as used herein includes the Site, App, Widgets, our members' club and In-Store Services and all other related services.
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE, APP, WIDGETS AND IN-STORE SERVICES ARE RESERVED TO SHOWFIELDS, ITS BRANDS OR THEIR LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE, APP, WIDGETS, IN-STORE SERVICES, THE CONTENT AND USER GENERATED CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. SHOWFIELDS WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES AND/OR THE CONTENT AND/OR THE USER GENERATED CONTENT AVAILABLE THEREIN.
YOUR USE OF THE SITE, APP, WIDGETS, IN-STORE SERVICES, THE CONTENT AND/OR USER GENERATED CONTENT AVAILABLE THEREIN IS ENTIRELY AT YOUR OWN RISK.
THE CONTENT MAY INCLUDE THIRD PARTY CONTENT (e.g., INFORMATION AND GRAPHICS PROVIDED TO US BY THIRD PARTY SOURCES, INCLUDING BRANDS), WHICH RELATE TO THIRD PARTY PRODUCTS AND SERVICES, SUCH AS MARKETING MATERIALS, DESCRIPTIONS, PRICES, RELEVANT DEALS AND PHOTOGRAPHS OF SUCH THIRD PARTY PRODUCTS AND SERVICES. SUCH THIRD PARTY CONTENT IS NOT VERIFIED BY SHOWFIELDS, DOES NOT BIND SHOWFIELDS IN ANY FORM AND SHOWFIELDS CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH THIRD PARTY CONTENT. AS SUCH WE WILL NOT BE LIABLE IN ANY WAY FOR ANY THIRD PARTY CONTENT. IN ANY CASE WHERE SUCH INFORMATION CONTRADICTS OR IS INCONSISTENT WITH INFORMATION PROVIDED TO YOU BY THE PROVIDER OR SELLER OF SUCH GOODS AND SERVICES DIRECTLY, ONLY INFORMATION SUPPLIED BY SUCH PROVIDER OR SELLER DIRECTLY SHALL PREVAIL.
OTHER THAN AS EXPRESSLY STATED HEREIN, SHOWFIELDS IS NOT A PARTY TO ANY TRANSACTION CONDUCTED BY YOU WITH ANY BRAND AND IS NOT THE SELLER OR SUPPLIER OF ANY OF THE PRODUCTS THAT MAY BE AVAILABLE IN ITS STORES. THUS, SHOWFIELDS DOES NOT HAVE ANY OF THE LEGAL OBLIGATIONS THAT APPLY TO THE SELLERS OF THOSE PRODUCTS.
WE RESERVE OUR RIGHT TO REFUSE PROVISION OF THE SERVICES, TO ANYONE, FOR ANY REASON OR FOR NO REASON ALL SUBJECT TO APPLICABLE LAW.
3. Use Restrictions
There are certain conducts which are strictly prohibited when using the Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Showfields’ sole discretion) in the termination of your use of the Site and/or App and/or In-Store Services and/or Content and/or User Generated Content and/or the Services, and may also expose you to civil and/or criminal liability.
Unless otherwise explicitly permitted under these Terms or in writing by Showfields, you may not (and you may not permit anyone to): (a) use the Site and/or App and/or Widgets and/or In-Store Services and/or the Content and/or the User Generated Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or App and/or Widgets and/or In-Store Services and/or Content and/or the User Generated Content for non-personal or commercial purposes; (c) remove or disassociate, from the Content and/or the Site and/or App and/or Widgets and/or In-Store Services and/or the User Generated Content any restrictions and signs indicating proprietary rights of Showfields or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and/or App and/or Widgets and/or In-Store Services and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site and/or App and/or Widgets and/or In-Store Services or the servers or networks that host the Site and/or App and/or Widgets and/or In-Store Services , or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Showfields endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site and/or App and/or Widgets and/or In-Store Services or Showfields; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site and/or App and/or Widgets and/or In-Store Services ; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made accessible by Showfields and/or the Brands on or through the Site and/or App and/or In-Store Services, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Showfields’ or the Brands’ proprietary rights, including Showfields’ Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content and/or the User Generated Content, on any other site or networked computer environment for any purpose without Showfields’ prior written consent; (l) create a browser or border environment around the Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or App and/or Widgets and/or In-Store Services and/or the Content; (n) frame or mirror any part of the Site and/or App and/or In-Store Services without Showfields’ prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content from the Site and/or App and/or Widgets and/or In-Store Services ; (p) transmit or otherwise make available in connection with the Site and/or App and/or Widgets and/or In-Store Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Site and/or App and/or Widgets and/or In-Store Services for any purpose for which the Site is not intended; and/or (s) infringe and/or violate any of the Terms.
4. In-Store Services and Wi-Fi
By using our in-Store Wi-Fi service, you hereby expressly acknowledge and agree that there are significant security, privacy and confidentiality risks inherent in accessing or transmitting information through the internet, whether the connection is facilitated through wired or wireless technology. Security issues include, without limitation, interception of transmissions, loss of data, and the introduction or viruses and other programs that can corrupt or damage your computer.
Accordingly, you agree that Showfields or any third party supplying the Wi-Fi service are not liable for any interception or transmissions, computer worms or viruses, loss of data, file corruption, hacking or damage to your computer or other devices that result from the transmission or download of information or materials through the Wi-Fi service.
There are certain conducts which are strictly prohibited when using our Wi-Fi service. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein or if abnormal, illegal, or unauthorized behavior is detected, including heavy consumption of bandwidth, Showfields reserves the right to permanently disconnect the offending device from the wireless network. In addition to the restriction set out under Section 3 above, you may not use our Wi-Fi service for: (i) Spamming and invasion of privacy; (ii) intellectual property right violations; (iii) accessing illegally or without authorization computers, accounts, equipment or networks belonging to another party; (iv) export control violations; (v) distribution of pornographic materials to minors and child pornography; (vi) high bandwidth operations, such as large file transfers and media sharing with peer-to-peer programs; and/or (vii) making available, posting or uploading obscene, defamatory, harassing, abusive, threatening or indecent speech or materials.
6. Contacting us via the Site or App
In order to contact us, you will need to send us an e-mail to firstname.lastname@example.org or through one of the dedicated contact methods specified on our App and/or Site, according to the nature of the of your communication.
8. User Generated Content
The Site and App may allow Users to upload, post, publish and make available through it, their own copyrightable materials such as information, data, graphics, text or any other content, including without limitation commenting, reviewing and rating of products (the “User Generated Content”). Please be sure that while you use the Site and/or App you respect the proprietary rights including any intellectual property and privacy rights of third parties who have any rights with respect to the User Generated Content you uploaded to the Site and/or App. Showfields will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading any User Generated Content.
As long as the User Generated Content is subject to the applicable copyright law, such User Generated Content shall remain at all times, and to the extent permitted by law, the sole and exclusive property of the User.
You understand and agree that you are solely responsible for your User Generated Content and the consequences of posting or publishing such material, on the Site and/or App, in any way.
You represent and warrant that you are the rightful owner of the User Generated Content you upload to the Site and/or App or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Generated Content and that such User Generated Content does not infringe any third party’s intellectual property rights or other rights (including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights).
IT IS THE USER’S RESPONSIBILITY TO OBTAIN ANY AND ALL CONSENTS REQUIRED UNDER ANY APPLICABLE LAWS, REGARDING THE POSTING OF ANY PERSONAL INFORMATION OF OTHERS WHICH IS PART OF THE USER GENERATED CONTENT, AND TO ADHERE TO ANY APPLICABLE LAWS REGARDING SUCH INFORMATION.
Except as expressly permitted herein, you expressly agree that the User Generated Content will not include any unsolicited promotions, advertising, contests or raffles.
You agree that you will not post or upload any User Generated Content containing content which is unlawful for you to possess, post or upload in the country in which you are resident, or which it would be unlawful for Showfields to use or possess in connection with the Site and/or App (including but not limited to any content which is defamatory, libelous, pornographic, indecent, harassing, threatening, abusive or fraudulent).
Although Showfields has no obligation to screen, edit or monitor any of the User Generated Content, Showfields explicitly reserves the right, at its sole discretion, to remove or edit, without giving any prior notice, any User Generated Content available on the Site and/or App at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Generated Content you post on the Site and/or App at your sole expense.
When you upload, post, publish or make available any User Generated Content on the Site and/or App, you grant to (i) Showfields and applicable Brand an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, fully sub-licensable and worldwide license, to use, reproduce, distribute, transmit, create derivative works of, display, copy, make available to the public and perform that User Generated Content, along with the name that you submit in connection with such User Generated Content, in connection with the Site and/or App, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels known today and developed in the future; and (ii) each User of our Services a non-exclusive and royalty-free license to access your User Generated Content through the Services and to use such User Generated Content solely for personal and non-commercial purposes. Showfields and its applicable Brands may publish and use any User Generated Content without the Users’ prior consent. You hereby agree and understand that you will not be entitled to prevent any transfer of User Generated Content to any third party. Showfields and applicable Brands shall not bear any liability for any use by any third party of the User Generated Content. In addition, you hereby explicitly waive any moral right you may have in and to the User Generated Content and forever waive and agree not to claim or assert any entitlement to any and all moral rights in any of the User Generated Content.
SHOWFIELDS TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER GENERATED CONTENT UPLOAD, POSTED, PUBLISHED AND MADE AVAILABLE BY YOU OR ANY THIRD PARTY IN THE SERVICES, OR FOR ANY LOSS OR DAMAGE THERETO, NOR IS SHOWFIELDS LIABLE FOR ANY MISTAKES, DEFAMATION, LIBEL, FALSEHOODS, OBSCENITIES OR PORNOGRAPHY YOU OR ANY OTHER THIRD PARTY MAY ENCOUNTER VIA THE SITE AND/OR APP.
9. Intellectual Property Rights
Subject to the terms hereof, Showfields hereby grants to you, and you accept, a personal, nonexclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license (i) to download and use the App on your authorized mobile phone, or tablet that you own or control, solely for the limited purpose of using the App for your internal non-commercial use, and for no other purpose, strictly in accordance with the Terms, the applicable Usage Rules (as defined below) and applicable law; and (ii) to use the Service and the Content provided via the Services, in accordance with the terms contained in these Terms.
The Site and/or App and/or Widgets and/or In-Store Services and/or the Content and Showfields’ proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to Showfields (as applicable) and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by Showfields and its licensors.
The Terms do not convey to you an interest in or to the Showfields’ and/or the Brands’ Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of Showfields’ and/or the Brands’ Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to Showfields (“Feedback”), Showfields shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any Showfields current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Showfields to comply with any additional obligations with respect to any Showfields current or future products, technologies or services that incorporate any Feedback.
10. Trademarks and Trade names
Showfields’ marks and logos and all other proprietary identifiers used by Showfields in connection with the Services and/or the Store (“Showfields’ Trademarks”) are all trademarks and/or trade names of Showfields, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Services and/or in the Store belong to their respective owners (“Third Party Marks”). No right, license, or interest to Showfields’ Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
11. Usage Rules
Since you are downloading the App from a third party platform, service provider or distributor (“Platform Provider“) your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules“). Certain Usage Rules are described below, but other Usage Rules may apply, and it is your responsibility to determine what other Usages Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider’s Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between the Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider’s representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) and/or other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider’s Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
The following applies to you if you downloaded the App from the Apple App Store (“Licensed Application“): You acknowledge and agree that (i) the license granted herein is limited to a non-transferable license to use the Licensed Application on an Apple branded device that you own or control, (ii) these Terms are solely between you and the Company, not Apple Inc. (“Apple“), and that Apple has no responsibility for the Licensed Application or content thereof, (iii) your use of the Licensed Application must comply with Usage Rules established by Apple, as set forth in the App Store Terms of Service effective as of the date you enter into these Terms, except that such Licensed Application may be accessed and used by other accounts associated with you via Apple's Family Sharing or volume purchasing; and (iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
The Company and you acknowledge that the Company, and not Apple, is responsible for addressing any claims relating to the Licensed Application or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
12. Export Control Laws
The App may be subject to export control laws of the United States and/or may be subject to additional export control laws applicable to the User or in the User’s jurisdiction, including, without limitation, the United States. The User agrees that he/she will not ship, transfer, or export the App into any country, or make available or use the App in any manner, prohibited by applicable laws. In addition, the User represents and warrant that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) that the User is not listed on any U.S. Government list of prohibited or restricted parties.
13. Special provisions relating to Third Party Components
The App may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with the App is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the App and Showfields disclaims all liability related thereto. You acknowledge that Showfields is not the author, owner or licensor of any Third Party Components, and that Showfields makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the App or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
14. Linking to Showfields’ Site and links to Third Party Sites
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site, so long as the link does not state or imply any connection or approval of your website, products and/or services by Showfields or its Brands, and does not portray Showfields or the Brands in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to Showfields’ Site, you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
The Services’ availability and functionality depends on various factors, such as communication networks. Showfields does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
16. Changes to the Services
Showfields reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site, the App and/or the In-Store Services (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under the Services may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Showfields shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or the Content included therein. You hereby agree that Showfields is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
The Services may incorporate third-party advertisements. All the information contained in such advertisements and commercials, belongs solely to the applicable third party advertiser and Showfields makes no warranties or representations in respect of such, whether or not it has control over such advertisements or commercials, and these are provided on an “AS IS” basis. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property rights of, or relating to, any third party advertisements or products included in the Services. In any event, we will not be liable for any damage or loss incurred to you as a result of or in connection with such advertisements or commercials, including without limitation your dealings with advertisers and third party vendors found on or through the Services. Showfields may be entitled to certain shares of the earnings from advertisers and/or related third parties, for incorporating into the Services links to such parties’ websites, advertisements and/or commercials. You agree, acknowledge and consent that no right, title or interest is or shall be granted to you in any way with respect to any revenue share whatsoever in relation thereto.
18. Disclaimers and No Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE, THE APP, THE WIDGETS THE IN-STORE SERVICES, THE CONTENT AND THE USER GENERATED CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND SHOWFIELDS, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, THE “SHOWFIELDS' REPRESENTATIVES”), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
SHOWFIELDS IS NOT A PARTY TO ANY TRANSACTIONS BETWEEN BRANDS AND USERS AND IS NOT THE SELLER OR SUPPLIER OF ANY OF THE PRODUCTS THAT BRANDS MAY SELL IN OUR STORES. THUS, SHOWFIELDS DOES NOT HAVE ANY LEGAL OBLIGATION OR LIABILITY THAT MAY APPLY TO THE BRANDS AND/OR TO ANY TRANSACTION A USER MAY CONDUCT WITH THE BRANDS. ACCORDINGLY, SHOWFIELDS HAS NO CONTROL OVER OR RESPONSIBILITY FOR THE PRODUCTS SOLD BY BRANDS, INCLUDING, BUT NOT LIMITED TO, (A) THE CONDITION, PRICE, SUITABILITY, RELIABILITY, SAFETY, LEGALITY AND ACCURACY OF THESE PRODUCTS; (B) WHETHER A BRAND CAN OR WILL SUPPLY AND PASS GOOD TITLE TO ANY PRODUCT.
WE NOTE THAT THESE TERMS GOVERN SOLELY THE USE OF THE SERVICES AS DETAILED HEREIN. ALL DISCLAIMERS AND WARRANTIES REGARDING ANY PRODUCTS OR OTHER SERVICES OF SHOWFIELDS AND/OR PRODUCTS OR OTHER SERVICES OF THE BRANDS SHALL BE GOVERNED BY THE TERMS AND CONDITIONS REFLECTED IN A SEPARATE AGREEMENT OR POLICY BETWEEN SHOWFIELDS OR THE BRAND AND EACH USER.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SERVICES AND/OR THE CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SERVICES, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICES AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SERVICES (INCLUDING THAT THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS). SHOWFIELDS AND SHOWFIELDS’ REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SERVICES, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND/OR INFORMATION DISPLAYED WITHIN THE SERVICES.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN SHOWFIELDS.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET, SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. YOU AGREE THAT USE OF THE SERVICES AND/OR THE CONTENT THEREIN IS ENTIRELY AT YOUR OWN RISK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
19. Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL SHOWFIELDS, INCLUDING SHOWFIELDS' REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SERVICES, AND/OR SITE AND/OR APP AND/OR THE WIDGETS AND/OR THE IN-STORE SERVICES AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SERVICES AND/OR THE CONTENT AND/OR THE FAILURE OF THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM ANY CONTENT, OR FROM THE PERFORMANCE OR FAILURE OF SHOWFIELDS TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF SHOWFIELDS OR SHOWFIELDS' REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER SHOWFIELDS OR SHOWFIELDS' REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, SHOWFIELDS' AND SHOWFIELDS' REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES AND/OR SITE AND/OR APP AND/OR THE WIDGETS AND/OR THE IN-STORE SERVICES AND/OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO SHOWFIELDS FOR USE OF THE SERVICES OR $US1.00, WHICHEVER IS GREATER. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM SHOWFIELDS' REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless Showfields, including Showfields’ Representatives, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Services and/or Content; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the Services; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
21. Amendments to the Terms
Showfields may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site and/or App and/or In-Store Services on or after the Last Revised date, will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
22. Termination of these Terms and the Termination of the Services’ Operation
At any time, Showfields may without notice discontinue your use of the Services (or any part thereof), at its sole discretion, in addition to any other remedies that may be available to Showfields under any applicable law.
Additionally, Showfields may at any time, at its sole discretion, cease the operation of the Services or any part thereof, temporarily or permanently, delete any information or Content from the Services, or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, Content or features therein, without giving any prior notice. You agree and acknowledge that Showfields does not assume any responsibility with respect to, or in connection with the termination of the Services’ operation and loss of any data. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms, shall so survive.
(a) These Terms constitute the entire terms and conditions between you and Showfields relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Showfields, (b) any claim relating to the Services or the use thereof will be governed by and interpreted in accordance with the laws of the state of NY, USA without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the New-York City, NY, USA. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Showfields may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by Showfields, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
24. For Information, Questions or Notification of Errors, Please Contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail to email@example.com.