Disclaimers

THE SHOW OFF APP is only a platform to connect Lead Agents (Hiring 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 $100,000,000.