Last Revised: April 20th, 2020
Showfields Inc. (“Showfields”, “we”, “our” or “us”) welcomes you (the “User(s)”, or “you”) to our website and online marketplace at https://www.showfields.com/ (the “Site”), our mobile application (“App”) and to our online services available in the Showfields stores, including tablets, point-of-sale devices and in-store Wi-Fi networks (the “In-Store Services”, and collectively with the Site and App, the “Services”, as further detailed below).
Each of our Users may use the Services in accordance with the terms and conditions hereunder.
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.
Showfields is the operator of brick and mortar stores located in spacious and impressive multi-story buildings, as well as an online marketplace available on our Site (the “Marketplace”), which offer a unique shopping experience and a wide variety of consumer goods sold, whether in our stores or via our Marketplace, by popular and known brands (the “Partners”).
These Terms govern your use of the following Services:
Our Site, App and Marketplace - our Site and App offer our online Marketplace where Users may purchase consumer goods directly from our Partners. In addition, the Site and App may provide you with comprehensive information regarding, inter-alia, Showfields and its Partners, products, concept, partners, blog, news regarding Showfields and its Partners, job opportunities and so forth, including any other content related thereto and to the Marketplace, 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/Marketplace, 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 and/or Marketplace (collectively with any similar content which may be made available on our In-Store Services, the “Content”).
Our In-Stores Services - 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.
Our Members' Club - We also operate a members' club under the name “Friends of Showfields”, which may offer its members information relating to Showfields and its Partners, promotional materials, special offers, etc.
For simplification purposes, the term “Service(s)” used herein includes the Site, App and In-Store Services and all services related thereto.
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE, APP, IN-STORE SERVICES AND MARKETPLACE ARE RESERVED TO SHOWFIELDS, ITS PARTNERS OR THEIR LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE, APP, IN-STORE SERVICES, MARKETPLACE, 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, IN-STORE SERVICES, MARKETPLACE, THE CONTENT AND/OR USER GENERATED CONTENT AVAILABLE THEREIN IS ENTIRELY AT YOUR OWN RISK.
OTHER THAN AS EXPRESSLY STATED HEREIN, SHOWFIELDS IS NOT A PARTY TO ANY TRANSACTION CONDUCTED VIA THE MARKETPLACE AND IS NOT THE SELLER OR SUPPLIER OF ANY OF THE PRODUCTS THAT MAY BE AVAILABLE VIA THE MARKETPLACE. 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.
Our Marketplace provides a venue for our Users to discover and purchase our Partners' products. Use of our Marketplace and purchasing products through our Marketplace, is subject to the following terms:
- Our Partners operate independent virtual "stores" within the Marketplace to sell their products, and as such:
- If you purchase any of the products or services offered by our Partners via the Marketplace, Showfields is not a part of that transaction, as you are purchasing directly from the applicable Partner, not from Showfields.
- Showfields is not responsible or obligated to examine or evaluate, and we do not warrant, guarantee or endorse any product or other offerings of any of our Partners and/or any other item sold on our Marketplace. Items are provided and sold at the Partner's exclusive discretion and terms.
- Each item sold by our Partners on the Marketplace may be accompanied by photographs, product descriptions, graphics, User Generated Content (as such term is defined below, including User reviews) and other content and information. Such content may be authored by Showfields, our Partners and/or our Users, however in any case such content is not verified by Showfields and does not bind Showfields in any form. Please note that we cannot guarantee the accuracy, completeness and/or reliability of such content nor do we warrant that current, or error-free, and we will not be liable in any way for such content. In any case where such content contradicts or is inconsistent with information provided to you directly by the Partner or other seller of the applicable goods and/or services, only information supplied by such provider directly shall prevail.
- Each Partner on our Marketplace maintains its own policies relating to your purchase, including specific sales cancellation and return policies, processing times, shipping methods, anti-discrimination policies and other shop policies. By making a purchase via the Marketplace, you agree and acknowledge that you have read all item descriptions and Partner policies which are relevant to your purchase, prior to placing an order for such item and that you will abide by any restriction imposed on your purchase by the Partner or by applicable law (e.g., purchasing or age restrictions, restrictions imposed on the use of certain products, etc.). Please note that not all Partners accept returns.
- All orders are subject to availability and confirmation of the order price by the Partner, who may be required in certain cases to refuse or cancel an order, at its discretion.
- You hereby understand and agree that in case of a dispute between yourself (or anyone on your behalf) and any Partner, other User and/or other third party related to your purchase or use of the Marketplace, Showfields is under no obligation to become involved. In the event that a dispute with one or more other Partner, User or any third party arises, you hereby release Showfields and Showfields’ Representatives (as defined below) from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
- Showfields does not assume any responsibility or liability for any act or omission, product, service or content (including item descriptions, photographs or policies) of our Partners and/or those of any other third party.
- Although Showfields is not directly involved in any transaction between any Partner and yourself, in the unlikely event of non-delivery of items purchased, or if an item you receive does not match its listing on the Marketplace (e.g., if the item received is of a different size or is damaged), please contact us at email@example.com with sufficient details, and we will make commercially reasonable efforts to contact the applicable Partner and assist you in receiving a refund or an exchange. However, please note that we are not obligated to do so, and, in any event, we do not provide refunds on behalf of our Partners or any other third party.
- Please note that not all products sold in our stores are offered via our Marketplace (and vice-versa).
To complete your purchase on the Marketplace, you will be required to provide us with certain payment information. Please note that if your payment information is entered in error or does not go through for processing and you do not update the payment information upon our request, your entire purchase may be suspended or cancelled.
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 Marketplace 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 In-Store Services and/or Marketplace 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 In-Store Services and/or Marketplace 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 In-Store Services and/or Marketplace 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 In-Store Services and/or Marketplace and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site and/or App and/or In-Store Services and/or Marketplace or the servers or networks that host the Site and/or App and/or In-Store Services and/or Marketplace, 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 In-Store Services and/or Marketplace 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 In-Store Services and/or Marketplace; (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 Partners on or through the Site and/or App and/or In-Store Services and/or Marketplace, 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 its Partners' 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 In-Store Services and/or Marketplace and/or the Content; (n) frame or mirror any part of the Site and/or App and/or In-Store Services and/or Marketplace 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 In-Store Services and/or Marketplace; (p) transmit or otherwise make available in connection with the Site and/or App and/or In-Store Services and/or Marketplace 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 In-Store Services and/or Marketplace for any purpose for which the Site is not intended; and/or (s) infringe and/or violate any of the Terms.
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 5 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.
In order to contact us, you will need to send us an e-mail to one of the e-mail addresses available on the Site at https://www.showfields.com/contactUs or the App, according to the nature of the of your communication.
The Marketplace 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 Marketplace 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 Marketplace. 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 Marketplace, in any way.
You represent and warrant that you are the rightful owner of the User Generated Content you upload to the Marketplace 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 Marketplace (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 Marketplace 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 Marketplace at your sole expense.
When you upload, post, publish or make available any User Generated Content on the Marketplace, you grant to (i) Showfields and applicable Partners 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 Marketplace, 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 Partners 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 Partners 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 MARKETPLACE.
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 In-Store Services and/or Marketplace 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 Partners’ and/or the Partners’ 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 Partners’ and/or the Partners’ 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.
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.
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.
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.
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.
We welcome links to any page on our Site and/or Marketplace. You are free to establish a hypertext link to the Site and/or Marketplace 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 Partners, and does not portray Showfields or its Partners in a false or otherwise offensive manner. You may not link to our Site and/or Marketplace from a site that you do not own or have permission to use. In the event that you link to Showfields’ Site and/or Marketplace, 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.
Showfields reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site, the App, the Marketplace 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.
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE, THE APP, THE MARKETPLACE, 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 PARTNERS AND USERS AND IS NOT THE SELLER OR SUPPLIER OF ANY OF THE PRODUCTS THAT PARTNERS MAY MAKE AVAILABLE VIA THE MARKETPLACE. THUS, SHOWFIELDS DOES NOT HAVE ANY LEGAL OBLIGATION OR LIABILITY THAT MAY APPLY TO THE PARTNERS AND/OR TO ANY TRANSACTION A USER MAY CONDUCT WITH THE PARTNERS.
ACCORDINGLY, SHOWFIELDS HAS NO CONTROL OVER OR RESPONSIBILITY FOR THE PRODUCTS SOLD BY PARTNERS VIA THE MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, (A) THE CONDITION, PRICE, SUITABILITY, RELIABILITY, TIMELINESS, SAFETY, LEGALITY AND ACCURACY OF THESE PRODUCTS; (B) WHETHER A PARTNER CAN OR WILL SUPPLY AND PASS GOOD TITLE TO ANY PRODUCT.
USERS SHOULD EXERCISE NO LESSER DEGREE OF CAUTION IN ENTERING INTO TRANSACTIONS WITH PARTNERS THAN THEY WOULD WHEN ENTERING INTO A SIMILAR TRANSACTION OFFLINE.
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 PARTNERS SHALL BE GOVERNED BY THE TERMS AND CONDITIONS REFLECTED IN A SEPARATE AGREEMENT OR POLICY BETWEEN SHOWFIELDS OR THE PARTNER 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, INCLUDING THE CONTENT DISPLAYED ON THE MARKETPLACE BY SHOWFIELDS AND/OR BY PARTNERS AND THE USER GENERATED CONTENT.
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.
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 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 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.
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 and/or Marketplace 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.
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.