SHOWRUNNER TERMS AND CONDITIONS

EFFECTIVE DATE: March 4, 2019

IMPORTANT! PLEASE READ THESE TERMS AND CONDITIONS OF USE ("TERMS") CAREFULLY BEFORE USING OUR SERVICE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, AND YOUR INDEMNITY TO US. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.

IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS PLEASE DO NOT ACCESS AND/OR USE THE SERVICE.

This agreement is a legally binding agreement between ShowRunner, Inc. and/or ShowRunner, Ltd. ("ShowRunner," "us," “our” and/or "we") and you concerning the streaming service we provide on behalf of our commercial partners and licensors (the "Services"). Access to and use of the Services, including through the websites operated by ShowRunner (the "Sites"), is provided by ShowRunner subject to the following. These Terms also apply to interactive features or downloads that are owned or controlled by ShowRunner, are available through the Services, or that interact with the Services and post these Terms. ShowRunner reserves the right to modify the terms and conditions of this Agreement or to change, modify or otherwise alter any feature of the Services and/or the Sites at any time in its sole discretion. Changes may be communicated to you by making the revised Agreement available for your review. Any modifications to this Agreement, including, but not limited to, any modifications to the warranty disclaimers or limitations of liability contained in this Agreement, will supersede the prior provisions for all activity occurring after the revised version has been made available in the manner described above. Your continued use of the Services and/or the Sites after the revised version is made available constitutes your agreement to the revision. Your rights and access to the Services will terminate automatically without notice from ShowRunner if you fail to comply with any Term set forth herein.

1. REPRESENTATIONS:

By accessing, previewing or otherwise using the Services and/or the Sites in any manner you represent and warrant that you are a paid member or subscriber with an account in good standing and that you have legal capacity to enter into this Agreement (i.e., that you are at least eighteen (18) years old or of sufficient age to be considered an adult in your state of residence and possess sufficient mental capacity and are otherwise entitled to be legally bound in contract). You represent that you have read and agree to abide by this Agreement, and that you have read and are aware of and are in agreement with the terms of our Privacy Policy.

2. LICENSE:

ShowRunner grants you a limited, non-exclusive, non-transferable, non-commercial license to access, use and privately display the Services solely as provided in this Agreement solely for your personal use and provided that you are not in breach of this Agreement. Please note that in order to access the Services, your device(s) must be connected to the Internet, and you will be solely responsible for the cost and maintenance of any such Internet connection. This license may enable you to view, preview, select, stream and access video, audio, graphics, photos, text, special features, software and/or messages (collectively "Content") via the Services and/or the Sites in accordance with the terms of this Agreement during the timeframe in which your account is active and for the duration of the access window for each individual Content item. Any copying of the Services, the Sites, Content or any portion thereof will constitute a violation of copyright. Violation of this Agreement in any manner automatically terminates the license granted to you herein and obligates you to cease all use of the Services and/or the Sites.

3. REGISTRATION:

To access the Services you will be required to enter the login/registration portion of the Services and provide registration details to establish a registered account ("Registered Account"). It is a condition of use of the Services that all the details you provide will be correct, current, and complete and will not violate any law. If ShowRunner or its respective partners or affiliates believe the details are not correct, current or complete, or that you have otherwise violated this Agreement or any law, we have the right to suspend or terminate your Registered Account, or refuse you access to the Services and any of its resources.

You are responsible for all activity occurring under your Registered Account, including maintaining the confidentiality of your username and password. ShowRunner shall not be liable for any loss or damage arising from the use or misuse of your Registered Account or failure to comply with the registration requirements.

4. CONTENT WARNING:

THE SERVICES MAY CONTAIN MATURE CONTENT, WHICH MAY NOT BE APPROPRIATE FOR CHILDREN. Such Content is intended for those persons over the age of 18, or those persons who have received consent from a parent or guardian. If you choose to access any adult or mature Content on the Services, you acknowledge and agree that exposure to visual images and sounds that may depict nudity, sexual activity, violence, adult language, or are otherwise graphic in nature may occur. You agree that use of the Services is at your sole risk and that ShowRunner shall have no liability to you or any of your household members for the type of Content that you may access. It is your responsibility to ensure that the Content accessed by you does not violate the laws or other requirements of the applicable community.

5. COPYRIGHTS AND TRADEMARKS:

The Services, including but not limited to the Sites, and all materials incorporated in the Services and the Sites (including, but not limited to text, photographs, graphics, video and audio) are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights under laws of the United States and other countries. The copyright proprietors have licensed this Content for private use only and not for public exhibition. Unauthorized copying, editing, exhibition, broadcast or distribution of copyrighted works can result in severe criminal and civil penalties under U.S. and international laws.

Some of the characters, logos or other images incorporated by ShowRunner on the Services and the Sites may also be protected as registered or unregistered trademarks, trade names and/or Service marks owned by ShowRunner ("Trademarks"). All other trademarks are the property of their respective owners. Use of the Trademarks of ShowRunner or of any other party is not authorized in any manner other than as incorporated into the Services and the Sites.

6. COPYRIGHT NOTICE:

If you believe that any Content appearing on the Services has been used or copied in a way that constitutes copyright infringement under the laws of the United States, please forward the following information to the Copyright Agent named below:

DMCA CONTACT INFORMATION:
Attn: DMCA Administrator
E-Mail: dmca@showrunnerinc.com
7. RESTRICTIONS ON USE OF MATERIALS:
  1. You shall not copy, reproduce, distribute, transfer, sell, license, publish, enter into a database, display, perform publicly, modify, create derivative works, upload, edit, post, link to, frame, transmit, rent, lease, lend or sublicense or in any way exploit any part of the Services, or attempt to interfere with the operation of the Services in any way, except that you may access and display material and all other Content displayed on the Services for non-commercial, personal, entertainment use for a limited time only as strictly authorized herein. You may not use any data mining, robots, or similar data gathering and extraction tools on the Services or on any portion of the Service, or frame any portion of the Service. Without limiting the generality of the foregoing, you shall not distribute any part of the Services over any network, including a local area network, nor sell or offer it for sale. In addition, these data files available on or through the Services may not be used to construct any kind of database. Any authorization to copy material granted by ShowRunner in any part of the Services for any reason is restricted to viewing for non-commercial, personal use only, and is subject to your keeping intact all copyright, trademark and other proprietary notices. Using any material on any other service or networked computer environment is prohibited. Also prohibited are: decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software or digital rights management feature on the Services into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software or any feature of the Services, or intercepting and/or recording network communications transmitted between the Services and ShowRunner.
  2. ShowRunner respects the intellectual property rights of others and asks users of the Services to do the same. ShowRunner and its licensors and other Content partners reserve the right, at any time, to prosecute any violation of copyright or other intellectual property laws to the fullest extent of the law, including both civil and criminal penalties.
  3. ShowRunner and its partners and affiliates may suspend or terminate your subscription and access to the Services immediately if ShowRunner reasonably determines that you are in violation of this Agreement. In such event, you must cease all use of the Services. The suspension or termination of your subscription is in addition to, and not in lieu of, any rights and remedies available to ShowRunner, its partners and affiliates under this Agreement or under applicable laws.
8. CONTENT AND CONTENT LIMITATIONS:

Content, including but not limited to video, audio, graphics, photos text, special features, software and messages may be streamed to you or otherwise made available to you through the Services. Please note that some Content items may specify a period of time that the Content is available and in which you will be able to view the Content (“access window”). During such access window, you will be able to view the Content as many times as you want, BUT ONCE THE ACCESS WINDOW FOR A PARTICULAR CONTENT ITEM TERMINATES, YOU WILL NO LONGER HAVE THE ABILITY TO ACCESS THAT PIECE OF CONTENT. It is your responsibility to monitor the access window for each piece of Content available via the Service, and ShowRunner and its partners and affiliates accept no liability for any access windows or the expiration thereof.

ShowRunner reserves the right, in its sole discretion, to disable access to any Content at any time, regardless of the posted access windows or its programming schedules.

Please note that not all Content will be available for all purposes, and that access to certain Content may depend upon your geographic location, whether you are able to maintain an Internet connection, available bandwidth and equipment used to access the Service. You should be sure to read the detailed description near each piece of Content to determine options for viewing or accessing that Content. While we do our best to keep the Content descriptions up-to-date, ShowRunner does not warrant that such descriptions will always be complete, current, or accurate. No transfer of ownership to any portion of the Content shall be made as a result of any access you are granted to the Services as a result of your subscription.

ShowRunner makes no representations or warranties that any portion of the Content containing video footage from the event you attended will be accessible via the Services. ShowRunner retains the right to substitute any or all portions of the Content containing actual video footage from the event you attended with video footage from another event.

9. SERVICE UPDATES AND SOFTWARE:

At various times, ShowRunner may choose to make available updates, bug fixes, or other changes or enhancements to the Services (collectively, "Service Updates"). Service Updates may be: (a) automatic, such as in connection with general website changes and additional features or updates to data required by the Service; (b) at your election, in which instance you will receive information and instructions for how to authorize optional Service Updates; and/or (c) mandatory, in which case you will be required to consent to the Services Update or install or upgrade a third-party plug-in if you wish to maintain continued access to the Services.

10. PAYMENTS, CREDITS, AND REFUNDS:

We charge for access to the Services and the Services are provided as a convenience to event ticket holders. We may run promotions and sales for access to the Services or make access available at discounted prices for a set period of time. The price applicable will be the price at the time you complete your Service subscription purchase (at checkout). Any price offered for access to particular Content may also be different when you are logged into your account from the price available to users who aren’t registered or logged in, because some of our promotions are available to new users only. If you are logged into your account, the listed currency you see may be based on your location when you created your account. If you are not logged into your account, the price currency may be based on the country where you are located.

If you are located in a country where use and sales tax, goods and services tax, or value added tax is applicable to consumer sales, we are responsible for collecting and remitting that tax to the proper tax authorities. In certain countries, the price you see may include such taxes.

You agree to pay the fees for the Services that you purchase, and you authorize us to charge your debit or credit card or process other means of payment (such as direct debit, or mobile wallet) for those fees. You will be charged a regular, periodic fee via your original payment method for the continued access to and availability of the Services. You may cancel your subscription at any time, with 30 days advance written notice to us. ShowRunner works with third party payment processing partners to offer you the most convenient payment methods in your country and in an effort to keep your payment information secure. Please read Our Privacy Policy for more details.

When you make a purchase, you agree not to use an invalid or unauthorized payment method. If your payment method fails and you still get access to the Services you subscribed to, you agree to pay us the corresponding fees within thirty (30) days of notification from us. We reserve the right to disable access to any Service or Content for which we have not received adequate payments.

In some cases, we may issue credits to your account. Credits may expire if not used within the specified period, and have no cash value. If the Service you purchased is not what you were expecting, you can request, within 30 days of your purchase, that ShowRunner credit/refund your account. We reserve the right to apply a credit or a refund, at our discretion, depending on capabilities of our payment processing partners or the platform from which you purchased the Services. No credit or refund is due to you if you request it after the 30-day time limit has passed.

At our discretion, if we believe you are abusing our credit/refund policy, we reserve the right to ban your account and to restrict all future use of the Services. If we ban your account or disable your access to the Services due to your violation of these Terms, you will not be eligible to receive any credit or refund.

11. NO ENDORSEMENTS:

ShowRunner provides the Content as a convenience to event attendees, participants, and/or ticketholders and neither ShowRunner nor any artists, performers, speakers, educators, presenters, participants or other persons or individuals appearing or represented in any Content endorse or make any representations regarding any venue, product or service shown or referenced in any Content.

12. TERMINATION:

ShowRunner reserves the right to cancel, terminate or restrict your access to the Services at any time, without notification, for any or no reason whatsoever.

13. CUSTOMER SERVICE:

If you need assistance with the Services and are unable to resolve your question via our Help feature of the Services, please contact us at support@showrunnerinc.com.

14. DISCLAIMER OF WARRANTIES:

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOUR USE OF THE SERVICES AND THE SITES IS AT YOUR OWN RISK. THE SERVICES AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND CONTENT IN THE SERVICES AND THE SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHOWRUNNER, ITS AFFILIATES, RESPECTIVE PARTNERS, SERVICE PROVIDERS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SHOWRUNNER, ITS AFFILIATES, RESPECTIVE PARTNERS, SERVICE PROVIDERS, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT SHOWRUNNER'S SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT PARTICULAR CONTENT FROM A PARTICULAR SHOW WILL BE ACCESSIBLE. SHOWRUNNER, ITS AFFILIATES, RESPECTIVE PARTNERS, SERVICE PROVIDERS, SUPPLIERS AND LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, FUNCTIONS OR OTHER CONTENT IN THE SERVICES OR ANY SITES LINKED TO THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

15. LIMITATION OF LIABILITY:

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SHOWRUNNER, ITS AFFILIATES, RESPECTIVE PARTNERS, SERVICE PROVIDERS, SUPPLIERS AND LICENSORS DO NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO FAILURE OF PERFORMANCE, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM OR DISABLING CODE, DELAY IN OPERATION OR TRANSMISSION, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF A RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SERVICES AND/OR THE SITES OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, FUNCTIONS OR CONTENT ON THE SERVICES AND/OR THE SITES, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF SHOWRUNNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT SHOWRUNNER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. YOU ASSUME THE RISK IN USING THE SERVICES AND/OR THE SITES AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

16. FEEDBACK AND POSTINGS:
  1. Portions of the Services and/or the Sites may invite you to provide us with feedback. Please be aware that ShowRunner does not accept unsolicited submissions of concepts, creative ideas, suggestions, stories, or other potential content. This is to avoid the possibility of future misunderstanding when projects developed by ShowRunner staff or representatives might seem to others to be similar to the submitted concepts, creative ideas, suggestions, stories or other potential content. Therefore, please do not send ShowRunner any unsolicited submissions. In any event, no material you send to us will be treated as confidential.
  2. Please also be aware that your feedback will not be acknowledged and does not create a confidential, fiduciary or other special relationship between you and ShowRunner, or any of its affiliates or any of its licensors, successors or assigns or place ShowRunner or any of its affiliates, licensees, successors or assigns in a position that is any different from the position held by members of the general public. You acknowledge and agree that neither ShowRunner nor any of its licensors, successors or assigns has now, or shall have in the future, any duty or liability, direct or indirect, vicarious, contributory or otherwise, with respect to the infringement or protection of any copyright in and to your feedback, and that ShowRunner and its licensors, successors or assigns are not responsible for the loss, deletion, failure to store or misdelivery of any feedback submitted.
  3. To the extent that use of the Services and/or the Sites provides you or other users an opportunity to post and exchange information, content, ideas and opinions ("Postings"), be advised that ShowRunner does not screen, edit, or review Postings prior to their appearance on the Site or elsewhere, and Postings do not necessarily reflect the views of ShowRunner. To the fullest extent permitted by applicable laws, ShowRunner excludes all responsibility and liability for the Postings or for any losses or expenses resulting from their use and/or appearance on the Site or elsewhere. ShowRunner reserves the right to monitor all Postings and to remove any which it considers in its absolute discretion to be offensive or otherwise in breach of this Agreement or applicable law or in violation of general community standards and notions of decency. You hereby represent and warrant that you have all necessary rights in and to all Postings you provide and all material, content and information they contain and that such Postings shall not infringe any proprietary right, intellectual property right or other rights of third parties.
  4. Please act responsibly when using the Services and/or the Sites. You may only use the Services and/or the Sites and its contents for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing or transmitting any unlawful material through the Services and/or the Sites. You may not collect or store personal information regarding other users. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that if any third party claims that material you have contributed to the Services and/or the Sites is unlawful, you will bear the burden of establishing that it is lawful.
17. HYPERLINKS TO AND FROM THIRD PARTY SITES:
  1. You are not permitted to link to the Services and/or the Sites from any third-party site without the prior written permission of ShowRunner. However, the Services and/or the Sites may link you to other sites on the Internet. These other sites are not under the control of ShowRunner, and you acknowledge that (whether or not such sites are affiliated in any way with ShowRunner or its partners) ShowRunner is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the Content of such sites. The inclusion of such a link does not imply endorsement of any site by ShowRunner or any association with its operators.
  2. ShowRunner cannot ensure that you will be satisfied with any products or services that you purchase from any third-party site that links to or from the Services and/or the Sites. ShowRunner does not endorse any of the merchandise, nor has ShowRunner taken any steps to confirm the accuracy or reliability of any of the information contained in such third-party sites. We have no duty to pre-screen information, products and services of third parties (collectively "Third-Party Content"), but we have the right to refuse to post or to edit submitted Third-Party Content. We reserve the right to remove Third-Party Content for any reason, but we are not responsible for any failure or delay in removing such material. ShowRunner does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you irrevocably waive any claim against us with respect to such sites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties.
  3. Any area of the Services that is accessed through any third party proprietary online service is also subject to the rules, policies and guidelines of such third party proprietary online service.
18. SYSTEM ABUSE:
  1. You may not reproduce, sell, resell or otherwise exploit any resource, or access to any resource, contained on the Services and/or the Sites.
  2. You are prohibited from using any services or facilities provided in connection with the Services to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools or network probing tools) is strictly prohibited.
19. INVESTIGATIONS/VIOLATIONS:
ShowRunner along with its respective partners and affiliates reserve the right to investigate suspected violations of this Agreement, and may seek to gather information from the user who is suspected of violating the terms of this Agreement, and from any other user. We may suspend any users whose conduct is under investigation and may remove such material from its servers as it deems appropriate and without notice. If we believe, in our sole discretion, that a violation of these terms of this Agreement has occurred, we may warn users, suspend usernames and passwords, terminate Registered Accounts or take other corrective action deemed appropriate. We may provide personally identifiable information in response to legal process, for example, in response to a court order or a subpoena. We also may disclose such information in response to a law enforcement agency's request. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS SHOWRUNNER, ITS RESPECTIVE LICENSORS, PARTNERS AND AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SHOWRUNNER DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SHOWRUNNER OR LAW ENFORCEMENT AUTHORITIES.
20. INDEMNITY:
You agree to indemnify and hold harmless ShowRunner, its directors, officers, shareholders, parents, subsidiaries, affiliates, partners, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your breach of these Terms. We reserve the right at your sole cost and expense to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.
21. DISPUTE RESOLUTION
This Dispute Resolution section applies only if you live in the United States or Canada. Most disputes can be resolved, so before bringing a formal legal case, please first try contacting us at support@showrunnerinc.com.
  1. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, as they are applied to agreements entered into and to be performed entirely within California and without regard to conflict of law principles.
  2. Except in relation to intellectual property rights as set forth in subparagraph (e) below, we each agree to exclusively resolve disputes arising under these Terms through binding arbitration instead of in courts. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
  3. Any dispute, claim or controversy arising out of or relating to the Services, these Terms, and this Arbitration Agreement, must be filed within one year of the relevant events. You waive - that is, give up your right to pursue - any dispute, claim or controversy that is not filed within one year and any right you may have had to pursue that dispute, claim or controversy in any forum is permanently barred.
  4. Except as set forth in subparagraph (e) below, ShowRunner and you agree that any dispute, claim or controversy arising out of or relating to the Services or your use of the Services, including the Sites, user interface, these Terms and this Arbitration Agreement, shall be determined by binding arbitration instead of courts of general jurisdiction. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
    • claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
    • claims that arose before this or any prior Agreement;
    • claims that may arise after the termination of this Agreement.

    References in this paragraph to "ShowRunner," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, licensees, licensors or providers of content, successors, and assigns, as well as all authorized or unauthorized users of the Services under this or prior Agreements. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.

    You agree that, by entering into this Agreement, you and ShowRunner are each waiving the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.

    A party who intends to seek arbitration must first send to the other, by certified mail, return receipt requested, or by other mail delivery service that provides proof of delivery (e.g., FedEx), a written notice of dispute ("Notice"). The Notice to ShowRunner should be addressed to:

    ShowRunner Dispute Department
    3952 Camino Ranchero
    Camarillo, CA 93012
    United States, ("Notice Address")

    The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). If ShowRunner and you do not reach an agreement to resolve the claim within 60 days after the Notice is received, you or ShowRunner may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by ShowRunner or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or ShowRunner is entitled.

    If your claim is for less than $10,000, upon written request to the Notice Address prior to commencement of the arbitration, ShowRunner will advance the arbitration filing fee and arbitrator's costs by direct payment to the appropriate entity. If the arbitration proceeding is decided in ShowRunner's favor, you shall reimburse ShowRunner for the fees and costs advanced to the extent available in a judicial proceeding. If the arbitration is decided in your favor - which occurs if there is an award to you that is greater than the value of ShowRunner's last written settlement offer made before an arbitrator was selected - you will not be required to reimburse ShowRunner for any of the fees and costs advanced.

    All issues are for the arbitrator to decide. Unless ShowRunner and you agree otherwise, any arbitration hearings will take place either (i) in person in the county (or parish) of the billing address associated with your subscription, which records shall be the sole determinant, or in Ventura County, California, at your option, or (ii) by video conference during which you shall be able to appear from the county (or parish) of the billing address associated with your subscription, which records shall be the sole determinant, or any other location of your choosing which has appropriate video conference facilities available. If your claim is for $10,000 or less, there shall be no in person hearing; and we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by video conference as established by the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). If your claim exceeds $10,000, the right to and format of a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

    Each party shall be responsible for their own attorneys fees. Although under some laws ShowRunner may have a right to an award of attorneys' fees and expenses if it prevails in an arbitration, ShowRunner agrees that it will seek such an award only in the event that the substance of your claim or the relief sought has been deemed by the arbitrator to be frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

    YOU AND SHOWRUNNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and ShowRunner agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

  5. Notwithstanding the foregoing, disputes enforcing, protecting, or concerning the validity of any of your or ShowRunner's intellectual property rights (or the intellectual property rights of any third parties, including, without limitation, ShowRunner's licensors) are not covered by this agreement to arbitrate contained in this Section 21.
  6. If the waiver of the right to participate in a class action set forth in subparagraphs (b) and (d) above is found to be illegal or unenforceable for any reason whether by judicial, legislative, or other action, than the entirety of the agreement to arbitrate contained in paragraphs (b) and (d) is null and void. In that instance, you and ShowRunner agree to waive your right to a jury trial. You and ShowRunner further agree that any dispute, claim or controversy arising out of or relating to the Services, including the Sites, user interface, and these Terms shall be brought in the appropriate state or federal court located in Ventura County, California; and that we both irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Ventura County, California.
22. SEVERABILITY:

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable for this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein.

23. ELECTRONIC SIGNATURE:

As a Registered Accountholder, your use of the Services enables you to enter into agreements and/or to make purchases electronically. You acknowledge and agree that your electronic submissions constitute your agreement and intent to be bound by any such agreements and/or purchases, including without limitation all transactions you enter into in connection with the Service.

24. FORCE MAJEURE:

In addition to the other disclaimers set forth under this Agreement, ShowRunner shall not have any liability to you by reason of any delay or failure to perform any obligation hereunder if the delay or failure to perform is occasioned by force majeure, which shall refer to any act of God, storm, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, Governmental action, illness or incapacity of any artist, performer, speaker, educator, presenter, participant or other persons or individuals appearing or represented in any Content, or withdrawal of content, or other cause beyond its control.

25. EXPORT CONTROL:

You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the software may not be exported or re-exported into any U.S. embargoed countries or to any persons listed as prohibited under applicable law or regulation.