Terms and Conditions

These terms and conditions (the “Agreement”, the “Terms”) govern your use of the THE SHOW OFF APP platform (“THE SHOW OFF APP”, the “App”, “us”, “we” “our”). By using THE SHOW OFF APP, you represent and warrant that you understand and agree to each of the following Terms. Acceptance of these Terms by using THE SHOW OFF APP creates a contractual relationship between you and THE SHOW OFF APP. Do not use THE SHOW OFF APP until you understand and agree to each of the following Terms. If you do not understand and agree to each of the following Terms, do not use THE SHOW OFF APP.

The THE SHOW OFF APP Platform and Services

The THE SHOW OFF APP platform is an internet-based application that connects licensed realtors who wish for their property listing to be shown (“Lead Agents”) to prospective buyers or renters (“Clients”) with licensed realtors who wish to earn additional income by showing properties (each a “Property”) to prospective buyers or renters on behalf of Lead Agents (“Showing Agents”) in exchange for a flat fee (each a “Showing”). Lead Agents and Showing Agents are, collectively, the “Users” of THE SHOW OFF APP. The uses of THE SHOW OFF APP described in the first sentence of this paragraph are, collectively, the “Services”, and are the only permissible uses of THE SHOW OFF APP. For avoidance of doubt, Clients are not Users, and THE SHOW OFF APP has no obligation or liability to any Clients in connection with any Showing or to any Lead Agent or Showing Agents for any act or omission of any Client in connection with any Showing.  Lead Agents and Showing Agents have an obligation to ensure that Clients comply (to the extent applicable to them) with the Terms and this Agreement.

User Accounts

Only licensed realtors in good standing may utilize THE SHOW OFF APP – either as a Lead Agent or as a Showing Agent. A licensed realtor in good standing may only utilize THE SHOW OFF APP through a “User Account.” A licensed realtor may create a User Account by downloading THE SHOW OFF APP and completing the registration procedure within the App. Assuming Compliance with each of these Terms, THE SHOW OFF APP grants each User with a User Account a limited, non-exclusive, non-sub-licensable, revocable, non-transferable license to utilize the Services. A licensed realtor who wishes to utilize THE SHOW OFF APP as both a Lead Agent and a Showing Agent must create a separate User account for each such activity (i.e., utilizing the Services as both the Lead Agent and a Showing Agent). 

By creating a User Account, you represent and warrant that you understand and agree that your relationship with THE SHOW OFF APP is that THE SHOW OFF APP is a service provider and you are a user of the service. CREATION OF A USER ACCOUNT DOES NOT CREATE AN EMPLOYMENT RELATIONSHIP BETWEEN YOU AND THE SHOW OFF APP. YOU ARE NOT AN EMPLOYEE OF THE SHOW OFF APP. Creation of a User Account also does not create a joint venture, franchiser-franchisee, partnership, or agency relationship between you and THE SHOW OFF APP. You have no authority to bind THE SHOW OFF APP. You agree that you will not hold yourself out as an employee, agent, or authorized representative of THE SHOW OFF APP.

Only the User who has created the User Account may use such User Account. You may not permit other persons to use your User Account. It is your responsibility to maintain the integrity of your User Account, including but not limited to preventing unauthorized use of your User Account such as by protecting the privacy of your password. It is also your responsibility to ensure that the information required to create and maintain your User Account remain accurate.

Further, in order to create and maintain a User Account and utilize the Services, each User represents and warrants their understanding and acceptance of each of the aforementioned and following Terms:

Using THE SHOW OFF APP as a Showing Agent

Each Showing Agent must demonstrate they hold the necessary license(s) and other qualifications to accept and fulfill performances of a Showing in accordance with local laws. Each Showing Agent must also demonstrate they hold property damage liability coverage (“Insurance”) sufficient to pay for any damages or liabilities incurred in a Showing. If necessary, the Showing Agent agrees to add THE SHOW OFF APP and/or the Lead Agent as an additional insured party and/or loss payee to the Showing Agent’s Insurance policy.

A Showing Agent should arrive at each Showing no fewer than fifteen (15) minutes before the Showing is scheduled to begin. The Showing Agent should open the THE SHOW OFF APP App no later than they arrive at the Showing. THE FAILURE OF A Showing Agent TO HAVE THE THE SHOW OFF APP APP OPEN FROM THE TIME THE Showing Agent ARRIVES AT THE SHOWING THROUGH THE END OF THE SHOWING MAY ADVERSELY AFFECT THE SHOW OFF APP’S ABILITY TO VERIFY THAT THE Showing Agent ATTENDED OR PERFORMED THE SHOWING. THIS MAY HAVE CONSEQUENCES ADVERSE TO THE SHOWING AGENT INCLUDING BUT NOT LIMITED TO THE DECREASED ABILITY TO DEFEND CANCELLATIONS OR NO-SHOW CHARGES AS DEFINED IN THE SHOW OFF APP’S CANCELLATION & NO-SHOW POLICY.

A Showing Agent should be dressed appropriately in accordance with standards of the local market. Failure to dress appropriately may adversely affect a Showing Agent’s THE SHOW OFF APP rating, which may put the Showing Agent at a disadvantage compared to other Showing Agents in the context of an Lead Agent’s decision about which Showing Agent to offer a Showing opportunity to. This article from the National Association of Realtors website describes the importance of a realtor’s personal appearance when showing a property and details what an appropriate personal appearance is and how it may accomplished: https://www.realtor/the-lounge/the-importance-of-image-andappearance/.

No-Poaching Pledge – Showing Agent

If you accept a Showing as a Showing Agent, you agree:

• that you will not present yourself as the Lead Agent or attempt to collect or receive any sales, rentals, or other commission from the sale or rental of the Property you are Showing;
• that if you receive any commissions you may directly or indirectly receive from any sale, or rental of the Property you are Showing or any transaction with the buyer involved in the showing, you waive your right to the commission/professional fee earned. Any commission or professional fee earned will be credited to the Lead Agent;
• that you will not compete with the Lead Agent in any way with respect to the Property, or Potential Buyers or Renters, of the Showing;
• that you will not refer potential buyers or enters to any property other than the Property that you are showing.
• that you will identify yourself as being a licensed realtor showing the property on behalf of the Lead Agent, by his or her name, with who you are not in any continuing relationship, and this showing is coordinated by the Lead Agent, by his or her name, through the THE SHOW OFF APP App;
• that you waive your right to working with, earning a commission from or engaging that buyer in any licensing activities.
• that you will not describe anything about the Property, including the surrounding community, in a way the contradicts the listing description or is untrue(either positively or negatively);
• that you will provide Clients with only the Lead Agent’s business card or other contact information and direct potential buyers or renter to address any follow-up questions or requests directly to the Lead Agent, and will promptly forward or relay any follow-up questions or request that you may receive from Clients or other parties at or as a result of the Showing to the Lead Agent;
• that you will indemnify THE SHOW OFF APP for any claims brought against THE SHOW OFF APP by a Lead Agent, property owner, or any other persons, related to the showing;
• That at the conclusion of the Showing, you will diligently and honestly report the following to the Lead Agent through the APP: (1) all questions and comments you received from the Clients during the Showing; (2) how long you were at the property; (3) if the potential buyer (s) or renter (s) never came to the Property while you were there; and (4) any damage to the property that occurred during the Showing and the cause (s) of such damage. 

THE SHOW OFF APP may terminate your User Account for any violation of these Terms. If you violate THE SHOW OFF APP’S NO Poaching Pledge, THE SHOW OFF APP will report such violation to the local association of Realtors where you hold your membership or participate in a Realtor association-owned/operated multiple listing service (“MLS”). You will be responsible for any cost incurred by THE SHOW OFF APP in reporting such violation and complying with any subsequent investigation.

Using THE SHOW OFF APP as a Lead Agent

It is possible that any Property shown in a Showing may subsequently be purchased through a competitor of the Lead Agent without any violation of the No-Poaching Pledge. In such event, Showing Assistance cannot be held liable in any way for any cause of action. In addition, you acknowledge that THE SHOW OFF APP cannot guarantee a Showing Agent’s compliance with the No-Poaching Pledge. Thus, in the event of a violation of our No-Poaching Pledge, you as the Lead Agent agree that THE SHOW OFF APP cannot be held liable for harm or damage of any kind, and that the only obligation of THE SHOW OFF APP arising from a violation of the No-Poaching Pledge is to cooperate reasonably in any investigation or proceeding by the local association of Realtors where the Showing Agent hold the membership or participates in a Realtor association-owned/operated MLS.

Each Lead Agent must also demonstrate they hold Insurance sufficient to pay for any damages or liabilities incurred during or because of a Showing. If necessary, the Lead Agent agrees to add THE SHOW OFF APP and or the Showing Agent as an addition insured party and/or loss payee to the Lead Agent’s Insurance policy.

Non-Circumvention Pledge

Lead Agents agree that they will not attempt to go around THE SHOW OFF APP by contacting Show Assistants outside of the platform to show properties.

You agree prior to any Showing you originate, you will inform the Client (s) that [the Showing Agent, by name] will be conducting the Showing on your behalf, as facilitated by and through the THE SHOW OFF APP App. You may also wish to inform the Client that you are not in any continuing professional relationship with the Showing Agent and that the Client should direct any questions, comments, impressions, or other information or inquiry about the Showing (“Property”), or the Showing Agent, to you. You represent and warrant that you understand you may chose to take any such communication from the Client(s) into account if and when you rate your experience with the Showing Assistance within the App. You also agree that you will not misquote or otherwise misrepresent any such communications within your rating of the Showing Assistance, nor will you falsely state that any such communication has been made when it in fact has not.

In the event that the Property of the Showing opportunity you originate has been damaged, it is your responsibility, not the responsibility of THE SHOW OFF APP, to investigate and if necessary seek damages from the Showing Agent. THE SHOW OFF APP will comply to a reasonable degree with any investigation of damages to the Property. You agree to indemnify THE SHOW OFF APP for any claims brought against THE SHOW OFF APP by a Showing Agent, property owner, or any other person, related to any Showing you originate.

Finally, you agree that Showing Assistance may not be held liable in the event that a Potential Buyer or Renter is not positively impressed by the property showed to them by a Showing Agent in a Showing.

Prohibited Behaviors

By using THE SHOW OFF APP, you represent and warranty that you understand you cannot, and agree not to, engage in any of the following behaviors. THE SHOW OFF APP may terminate the User Account of any User for engaging in any of the following behaviors:

(a) Harmfulness. You may not (i) Perform any act that threatens or causes physical, mental, or emotional distress, intimidation, or harm to any living thing during or in relation to any Showing or other use of THE SHOW OFF APP’s Services, (II) Discriminate against any person or group of persons, directly or indirectly, on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation; (iii) Bring or threaten to bring any weapon or other harmful or illegal device or substance to any Showing; (iv) Arrive at or perform any Showing under the influence of Alcohol or any illegal substance; (v) Perform any act that causes physical damage to any Property, or any personal property present there no matter who it is owned or controlled by; (vi) Post or input any information or user generated content into THE SHOW OFF APP that is unreasonably harmful in any way to any person, place or thing (but you may input information about another User that is unflattering to such user if it is not unreasonably offensive and provided that its is also objectively true); nor (vii) Attempt to infect THE SHOW OFF APP platform, technology, or systems with any virus, malware, or other harmful software code.

(b) Dishonesty. You may not (i) input false information about yourself or any other User of THE SHOW OFF APP into THE SHOW OFF APP’s platform, or attempt to mislead any person during or in relation to any Showing or their use of THE SHOW OFF APP’s Services, or knowingly permit a person to be misled by any statement, action, or inaction by you; (ii) Attempt to copy any portion of the THE SHOW OFF APP’s platform, Services, database for use or sale by yourself or any other person or other entity, no (iii) Transfer, sell, or allow use of your User Account to or by any other person or other entity.

(c) Violating applicable law. You may not (i) Violate any applicable law, statute, regulation, ordinance, or there controlling rule in the jurisdiction, including but not limited to the Realtor Code of Ethics & Standards of Practice; not (ii) Use of THE SHOW OFF APP in a way that violates the rights of any third-party, including but not limited to such third-party’s intellectual property and privacy rights.  

(d) You may not engage in any behavior that directly or indirectly violates any other Term of this Agreement.

(e) You may not use THE SHOW OFF APP or any aspect of the code or platform or any information input to the platform by any User in any way or for any purpose other than those explicitly provided by this Agreement.

(f) You may not cause any other party to engage in any of the aforementioned prohibited behaviors.

Please note that the above is not an exhaustive list, and that THE SHOW OFF APP reserves the right but has no obligation to terminate the User Account of any User, for any reason, and refer any matters it deems necessary in its sole discretion to the appropriate authority, and comply with any subsequent investigation and participate in any prosecution by any government or law enforcement agency or disciplinary proceeding by any Board of Realtors.

Privacy Policy

Introduction

The Show Off App (“the App”) is committed to protecting the privacy of its users (“Users”). This Privacy Policy outlines how the App collects, uses, shares, and protects personal information provided by Users.

Information Collection and Use

The App collects information from Users in order to provide its services. This information may include:

• User-generated content: Users may submit photos, videos, and other content (“User Content”) to the App. This content may be used to provide the App’s services and to improve the App’s functionality.
• Personal Information: The App may collect personal information from Users, such as name, email address, and phone number, in order to create and maintain a User account. The App may also collect other personal information from Users, such as demographic information, location data, and other information that may be necessary to provide the App’s services.
• Usage Information: The App may collect information about how Users interact with the App, such as the type of device used to access the App, the operating system, browser type, and IP address.

Sharing of Information

The App may share User information in the following circumstances:

• With Service Providers: The App may share User information with third-party service providers who perform functions on behalf of the App, such as hosting, data analysis, and customer service. These service providers may have access to User information to perform their functions.
• For Legal Reasons: The App may disclose User information in response to a subpoena, court order, or other legal request.
• With Consent: The App may share User information with third parties with the User’s consent.

Security

The App takes reasonable measures to protect User information from unauthorized access, disclosure, and alteration. However, no method of transmission over the internet, or method of electronic storage, is 100% secure. Therefore, the App cannot guarantee the absolute security of User information.

Children’s Privacy

The App is not intended for children under the age of 13. The App does not knowingly collect personal information from children under the age of 13. If the App becomes aware that it has inadvertently collected personal information from a child under the age of 13, it will promptly delete such information.

Changes to this Privacy Policy

The App may update this Privacy Policy from time to time. If there are material changes to this Privacy Policy, the App will notify Users by email or by posting a notice on the App. Users are encouraged to review this Privacy Policy periodically.

Contact Us

If you have any questions or concerns about this Privacy Policy or the App’s data practices, please contact us at [email protected].

Payment

User Accounts are free provided compliance with these terms. Hiring Agents pay a flat fee for each Showing (the “Showing Fee”). THE SHOW OFF APP keeps a percentage of the Showing Fee paid by Hiring Agent  and distributes the rest of the Showing Fee to Showing Agents. For the avoidance of doubt, below is the mathematical representation of the Payments Term:

Showing Fee Charged to Hiring Agent $50.00 Default Flat fee

(minus) Convenience Fee kept by THE SHOW OFF APP – 15%

(equals) Showing Fee distributed to Showing Agent $50.00 

Payments may be processed by THE SHOW OFF APP or by a third party under contract with THE SHOW OFF APP or by a third party under contract with THE SHOW OFF APP, subject to change without further notice. The Showing fee will be charged to the credit card or other account (e.g. Venmo, ApplePay, bank checking account) selected by the Lead Agent from among the payment methods input during or since the creation of the Lead Agent’s User Account. At the time of each Showing opportunity created by the Lead Agent, THE SHOW OFF APP may seek authorization of the selected payment method to make sure the Showing Fee can be covered. (Please note that while the authorization is not a charge to the account, it may reduce the available cash in such account. If the Showing Fee is greater than the funds available in the account, the authorization may trigger overdraft fees for which THE SHOW OFF APP cannot be held responsible.) After creating the Showing opportunity but before the Showing, the Lead Agent may cancel the Showing subject to the cancellation policy in accordance with the THE SHOW OFF APP’s Cancellation & No-Show Policy, available at www.THESHOWOFFAPPassistance.com/cancellations. The Hiring Agent  will be charged the Showing Fee at the conclusion of the Showing. All else being equal, THE SHOW OFF APP will make its distribution to the Showing Agent according to these terms after processing of the Lead Agent’s Showing Fee has been completed. THE SHOW OFF APP will make reasonable efforts to ensure that Showing Agents receive their distribution within seven (7) business days of the Showing, but cannot guarantee that all payments will be processed and distributed within that timeframe.

If a Hiring Agent  reports that a Showing Agent is responsible for damage to the Property, the Showing Agent may be charged a Damage Fee equal to the amount required to repair the damage or compensate the owner of the Property.

All Showing Fees are non-refundable. No exceptions.

This fee schedule is subject to change. In such instance, THE SHOW OFF APP will notify Users of the changes and post the updated fee schedule here.

THIS FEE SCHEDULE DESCRIBES THE ONLY MONIES THAT A Showing Agent MAY RECEIVE FROM OR AS THE RESULT OF ANY SHOWING. A Showing Agent SHALL NEVER RECEVE ANY COMMISSION OF ANY KIND FROM OR AS THE SUSULT OF ANY SHOWING.

Communications from THE SHOW OFF APP

From time to time THE SHOW OFF APP may attempt to communicate with you via email, phone call, push notification, and text message. THE SHOW OFF APP will not charge you for these communications , but the normal rates of your carrier will apply (e.gl telephone talk time, SMS charges, cellular data usage). At any time, you may opt out of communications from THE SHOW OFF APP through the APP and/or mobile device or service provider. Please note that opting out of certain communications in any way may place you at a disadvantage in terms of using THE SHOW OFF APP’s Services. For example, if you opt not to receive push notifications from THE SHOW OFF APP, then another User who has not so opted may be more like to receive and accept a Showing opportunity before you.

Disclaimers

THE SHOW OFF APP is only a platform to connect Lead Agents with Showing Agents. Showing Assistance is not a licensed realtor or broker and makes no representation or warranty to any Lead Agent or Showing Agent that no license or other permit or registration is required in order for THE SHOW OFF APP to provide the Services. THE SHOW OFF APP shall make every reasonable effort to maintain the APP in working order, operating without glitch, error, or interruption. However, perfection in this regard should not be expected. By using THE SHOW OFF APP and thereby accepting these terms, you represent and warrant that you understand and agree that THE SHOW OFF APP is provided “as is”, without warranty of any kind: THE SHOW OFF APP hereby disclaims any and all expressed and implied warranties to the fullest extent allowed by law. While THE SHOW OFF APP maintains industry-standard cybersecurity systems and procedures, it does not warrant that no breaches will occur, nor that THE SHOW OFF APP is free of any viruses or other harmful components. No result from using THE SHOW OFF APP is ever promised, including even access to the Services at any given location or time. Even information correctly input to THE SHOW OFF APP may be processed or displayed erroneously at any time and THE SHOW OFF APP hereby disclaims any and all liability resulting from any such error. FOR AVOIDANCE OF DOUBT, THE SHOW OFF APP HEREBY EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM GOOD FAITH, MALFUNCTION OF THE SHOW OFF APP’S SYSTEMS, CODE, PROCESSES, AND TECHNOLOGIES.

THE SHOW OFF APP makes no representation or warranty about and hereby disclaim any and all liability origination from, or relating to in any way, the completeness or accuracy of information provided by or merely relayed through THE SHOW OFF APP (e.g., location information of a User, information provided by a User in creating or maintaining a User Account, Ratings provided by one User about another User). THE SHOW OFF APP reserves the right but explicitly disclaims any obligation to monitor the information other user-generated content that it deems, in its sole discretion, is false, misleading, incomplete, illegal, harmful, or otherwise detrimental to THE SHOW OFF APP’s Service, community of Users, business, or anything else, in any way. THE SHOW OFF APP RESERVES THE RIGH BUT HAS NO OBLIGATION TO MONITOR AND REMOVE ANY INFORMATION OR CONTENT FROM THE PLATFORM AT ANY TIME FOR ANY GOOD FAITH REASON.

THE SHOW OFF APP cannot be held responsibility or legally liable for the integrity, behavior, of or quality of service provided by any User of the Service, both during and outside of such Users’ use of THE SHOW OFF APP. THE SHOW OFF APP also cannot be held responsible or legally liable for damages incurred during or as a result of any Showing, including but not limited to those directly or indirectly caused by defects in any property shown in any Showing, or incidents during or as a result of any such Showing over which THE SHOW OFF APP has no control, such as the commission of any crime by another party which incidentally harms any person, including any User or potential buyer or renter, any property that is subject to a Showing, or anything else. It is beyond THE SHOW OFF APP’s control that individuals including but not limited to Users of THE SHOW OFF APP may intentionally act maliciously, including but not limited to under false pretenses. Furthermore, it is beyond THE SHOW OFF APP’s control that accidents do happen from time to time. IT IS YOUR RESPONSIBILITY TO CONDUCT YOURSELF IN A SAFE MANNER. THE SHOW OFF APP HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM USE OF TS PLATFORM TO THE FULLEST EXTENT ALLOWABLE BY LAW. THE SHOW OFF APP IS ONLY A PLATFORM AND DISCLAIMS ALL LIABILITY ARISING FROM THE ACTIONS OR INACTION OF ITS USERS OR DIRECTED AT ANY USER OF THE SHOW OFF APP.  

THE SHOW OFF APP cannot be held liable for any personal property that is left or damaged at, or taken from, a Showing by any person. Lead Agents are responsible for indemnifying THE SHOW OFF APP if any property owner brings a claim against THE SHOW OFF APP for any property damage or other liability.

THE SHOW OFF APP CANNOT BE HELD LIABLE FOR DATA AND OTHER CHARGES INCURRED BY ANY USER BY THEIRE MOBILE CARRIER OR OTHER SERVICE PROVIDERS(S) RESULTING FROM THEIR USE OF THE SHOW OFF APP. ITS IS THEREFORE RECOMMENDED THAT YOU NOT USE THE SHOW OFF APP UNLESS AND UNTIL YOU HAVE A CELLULAR DATA PLAN THAT ALLOWS YOU TO EXPEND SIGNIFICANT CELLULAR DATA IN USING THE SHOW OFF APP.

THE SHOW OFF APP cannot be held liable for damages arising from unauthorized use of your User Account. In any such occurrence, the User hereby agrees to indemnify THE SHOW OFF APP for any and all such damages. 

Third-Party Disclaimer

THE SHOW OFF APP may be utilized through devices provided by companies including but not limited to Apple, Samsung, and Google. THE SHOW OFF APP has no control over these third-parties and these third-parties have no control of THE SHOW OFF APP. As such, THE SHOW OFF APP cannot be held liable for any defect in or damages arising from the service(s) or device(s) provided by such third-parties, nor can such third-parties be held liable for any defect in or damages arising from THE SHOW OFF APP’s Service.  

Limitation of Liability

THE SHOW OFF APP SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE OR CONCURRENT) OF THE SHOW OFF APP, EVEN IF THE SHOW OFF APP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Certain jurisdictions do not permit THE SHOW OFF APP to disclaim or limit its liability for certain damages. As a result, it is possible that certain of the foregoing Terms may not apply to you, and that you may be able to avail yourself of legal remedies otherwise explicitly disclaimed or limited by such Terms.

Indemnity

You agree to indemnify and hold harmless THE SHOW OFF APP and each of its affiliates, employees, officers, directors, agents, shareholders, successors, and assigns (each an Indemnity”) for any liabilities, damages, expenses (including reasonable attorney’s fees), causes of action, or other claims arising from or related to your use of THE SHOW OFF APP (each a “Claim”). This indemnity is applicable regardless of the negligence of any party, including but not limited to any of the aforementioned indemnified persons. FOR THE AVOIDANCE OF DOUBT, THIS MEANS THAT YOU AGREE TO INDEMNIFY ANY AND ALL INDEMNITEES AGAINST ALL CLAIMS, INCLUDING THIRD PARTY CLAIMS, ORIGINATING FROM OR RELATING IN ANY WAY TO USE BY YOU OR ANY OTHER PERSON OF YOUR SHOW OFF APP USER ACCOUNT.

In the event any Indemnitee seeks indemnification pursuant to this section of this Agreement, THE SHOW OFF APP shall inform you as the “Indemnifying Party” of the Claim(s) as soon as it is reasonably practicable after THE SHOW OFF APP receives the notice of the Claim(s) shall permit you as the Indemnifying Party to assume direction and control of the dense of the Claim(s), (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim, provided that the Indemnifying Party may not settle any such Claim without the prior written consent of THE SHOW OFF APP if such settlement contains any admission of liability or fault.

Term and Termination of this Agreement

The term of this agreement begins, and the Terms herein begin to govern your relationship with THE SHOW OFF APP when you create your User Account. These Terms will continue to govern your relationship with THE SHOW OFF APP until you or THE SHOW OFF APP terminates your User Account. You may terminate your User Account at any time and for any reason within the APP or by sending an email to [email protected]. THE SHOW OFF APP may also terminate your User Account at any time and for any reason, with or without notice to you. In the event your User Account is terminated, THE SHOW OFF APP will distribute any monies due and owing to your for performing Showings in accordance with its normal payment schedule and procedures until you are paid in full. In the event that you owe money to THE SHOW OFF APP when you terminate your User Account, you will still owe that money to THE SHOW OFF APP despite your termination of your User Account, and THE SHOW OFF APP will charge the payment method on file you have on file. If such a charge is declined, THE SHOW OFF APP may initiate collection procedures unless and until you pay the total balance owed. Termination of your User Account by you or THE SHOW OFF APP at any time and for any reason will end your license to utilize THE SHOW OFF APP as provided in these Terms. Even after your User Account has been terminated, these Terms will remain in force and effect with respect to the entire period between when your User Account was created and THE SHOW OFF APP’s ownership rights over its own intellectual property, are not only subject to this agreement and will continue in perpetuity, all else be equal.

Consent to Arbitration

You represent and warrant that you understand and agree that any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, conducted before a one-arbitrator panel in accordance with the rules of the American Arbitration Association then in effect. Judgement may be entered on the arbitrator’s award in any court having jurisdiction. The expense for the service of such arbitrator shall be shared equally by the parties to the arbitration, and the attorney’s fees (if any) of the prevailing party will be borne by the non-prevailing party ( as shall, in case the indents of the prevailing and non-prevailing parties are not unambiguous, be terminated by the arbitrator).

Governing Law

Maryland law will be utilized to interpret these Terms.

ALL BINDING ARBITRATION SHOULD TAKE PLACE IN CHARLES COUNTY, MD.

Other Terms

If any of these Terms is or becomes invalid or non-binding, all other Terms shall remain in full force and effect, and the parties shall remain bound thereby. In that event, the parties shall consider the invalid or non-binding provisions to be replaced by the most similar provisions that would be valid and binding.

This Agreement may be assigned by THE SHOW OFF APP at any time and for any reason with or without notice to you. Users cannot assign their rights or obligations under this Agreement at any time or for any reason, except with the express written permission of THE SHOW OFF APP.

THE SHOW OFF APP’s non-enforcement of any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by THE SHOW OFF APP in writing.

This Agreement sets forth the entire understanding and agreement between and THE SHOW OFF APP and supersedes all previous understandings and agreements between the parties, whether oral or written.

Amendments to these Terms

THE SHOW OFF APP may modify these Terms from time to time. The modified Terms will be posted here. You will not be liable for violating modified Terms unless and until you have accepted them. You accept modified Terms by continuing to use THE SHOW OFF APP after the modified Terms have been posted here.

Non-Compete

All users, agents, brokers, brokerages, and affiliates agree to not compete with THE SHOW OFF APP’s intellectual property. If done, THE SHOW OFF APP and its owners have the right to sue for liquidate damages of up to $100,000.

Your Information

This Term is expanded, in greater detail, in the THE SHOW OFF APP Privacy Policy, available at (THESHOWOFFAPP.COM). Most basically, however, THE SHOW OFF APP will maintain the privacy of your information using industry standard cybersecurity systems and procedures. The information THE SHOW OFF APP maintains about you includes information you provide to SHOW OFF APP to establish and maintain your user account and information about your use of THE SHOW OFF APP such as your location when using the App and communications you initiate to other Users through the App. By maintaining a User Account, you understand and agree that THE SHOW OFF APP must provide your information, including personally identifiable information about both provided by you and generated by your use of THE SHOW OFF APP, to other Users of THE SHOW OFF APP in the normal course of its Services. For example, a Lead Agent offering a Showing through THE SHOW OFF APP may be able to see the location and other information about Users past use of THE SHOW OFF APP (e.g. number of Showings completed; Ratings about the User provided by other Users). A Showing Agent may be able to see similar information about a Lead Agent from whom they are deciding whether to accept a Showing opportunity. When a Showing opportunity is accepted, both the Lead Agent and the Showing Agent, as well as the Client (s) of the Showing, will have access to personally identifiable information including the name, contact information, and picture of both Brokers in order to facilitate the Showing, including each’s safety and security and that of the Property to be shown. For the same reasons, Both Brokers and the Client(s) may access the Showing Agent’s location from the time the Showing is scheduled to begin until the end of the Showing, provided that the Showing Agents has the App open during this time as required by this Agreement.

THE SHOW OFF APP may also internally (that is, within SHOW OFF, (the company that maintains THE SHOW OFF APP) utilize information to maintain and improve the quality of THE SHOW OFF APP’s Services. In certain instances, after removing any personally identifiable information about you, THE SHOW OFF APP may share information about you and your use of THE SHOW OFF APP with other parties outside of THE SHOW OFF APP. THE SHOW OFF APP may also request your permission to share personally identifiable information about you with parties outside of THE SHOW OFF APP. Finally, THE SHOW OFF APP may share personally identifiable information about you and your use of THE SHOW OFF APP as required by applicable law, or as requested by regulators government entities, and other official inquires. Except as explicit provided in these Terms, THE SHOW OFF APP will not share personally identifiable information with parties outside of THE SHOW OFF APP without your expressed permission. For the avoidance of doubt, THE SHOW OFF APP may share information about your use of THE SHOW OFF APP and information you provide to THE SHOW OFF APP, including personally identifiable information, in order to initiate or comply with any investigation or other duly effectuated procedure resulting from an alleged violation of THE SHOW OFF APP’s No-Poaching Pledge or damage to any Property that is the subject fo a Showing.

Intellectual Property

You understand and agree that all of THE SHOW OFF APP’s intellectual property, whether registered or unregistered, remains the sole property of THE SHOW OFF APP. You have no license to utilize any of THE SHOW OFF APP’s intellectual property except to provide elsewhere in these Terms.