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Terms of Service

Last revised 26/10/2013

After ("Submissions") that will be edited and delivered as videos by SHOWcialize approved professionals through third party automated and semi automated software. The web application is located at the website http://www.SHOWcialize.me(the "Site"). SHOWcialize is owned and operated by InfoWave Knowledgeware Pvt. Ltd. and marketed by InfoWave Knowledgeware LLC (hereafter "InfoWave", "us", "our", "we"). These Terms of Service ("Terms") govern your access and use of the Site and all serviSHOWcialize.me (hereafter "SHOWcialize") offers a web application that allows you to upload your content (hereaces available through the Site ("Services"). "You" or "Your" means an adult user of the Site, or as the parent or guardian of any minor whom you allow access the Site, and for whom you will be held strictly responsible.

InfoWave does not accept registration from users who are under 13 years of age. By visiting and contributing to content on InfoWave, you attest that you are at least 13 years old.

Please read these Terms carefully. These Terms govern your access to and use of the Site. You must accept these Terms prior to using the Site. By using and/or visiting the Site (including all content and services available through the Site), you signify your assent to both these Terms and our privacy policy, which is available at  http://www.SHOWcialize.me/privacy. Changes may be made to these Terms from time to time. Your continued use of the Site will be deemed acceptance to any amended or updated terms. If you do not agree to any of these Terms, please do not use the Site. InfoWave reserves the right to change, update or cease to offer the Site or Services or any part thereof at any time.

1. Account Registration

When you complete the registration process, you create an account and become a member. Your account allows you to participate in certain Services, subject to the Terms and the Privacy Policy. InfoWave reserves the right to refuse to allow a user to open an account for any reason, or to limit the number of accounts a user can establish on the Site, all at InfoWave's sole discretion.

To create an account, you must select a username and password. Your username is your SHOWcialize identity. You may not select a username that is used by someone else, and your username cannot be indecent, or otherwise offensive, or be used in any way that violates the Terms and common practices. You may not provide false information during the registration process. You must provide truthful and accurate information while creating your account.

You agree to immediately notify InfoWave of any unauthorized use of your InfoWave account or password. You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not committed by you. InfoWave will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold InfoWave harmless for any improper or illegal use of your account, including any mail sent and any charges and taxes incurred, unless you have notified us via e-mail to support@SHOWcialize.me that your account has been compromised, and have requested us to block access to it. This includes illegal or improper use by someone to whom you have given permission to use your account. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Site.

2. Termination of Account

You agree that InfoWave may for any reason, in its sole discretion and without notice, terminate your account, and remove from the Site any Content (as defined below) associated with your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior or (iv) behavior that is harmful to other users, third parties, or the business interests of InfoWave. If InfoWave terminates your Paid Account for any of the foregoing reasons, you shall not be entitled to any refund of fees paid with respect to such account.

If InfoWave believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Site. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Site. You may request termination of your SHOWcialize account at any time and for any reason by sending an email to support@SHOWcialize.me. Any suspension, termination, or cancellation shall not affect your obligations to InfoWave under these Terms (including but not limited to ownership, intellectual property, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation. Fees are not-refundable, and InfoWave shall not refund any paid Fees if you request to terminate your account.

3. Intellectual Property & Content

InfoWave and its licensors own the Site, including all worldwide intellectual property rights in the Site and Services, and the trademarks, service marks, and logos contained therein. InfoWave hereby grants you a limited, revocable, nonsublicensable license to use the Site and the Services solely for your personal use. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Site or the Services. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Site, Services or any Content, except as InfoWave may expressly permit.

You are not required to provide InfoWave with any feedback or suggestions regarding the Site, Services or any Content. However, should you provide InfoWave with comments or suggestions for the modification, correction, improvement or enhancement of the Site or Services then, subject to the terms and conditions of this Agreement, you hereby grant InfoWave a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner InfoWave chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of InfoWave's and its sublicensees' products and content embodying such comments or suggestions in any manner and via any media InfoWave chooses, but without reference to the source of such comments or suggestions.

Certain types of content may be made available through the Site or the Services, including edited and summarized videos. In addition, the Site may contain blogs and forums to which InfoWave may allow you, in its sole discretion, to post Content. "Content" as used in these Terms means, collectively, all content on or made available on the Site (whether to the general public or to individual persons) including but not limited to any such edited and summarized videos, music clips or any conversations or pictures available on the Site, including any statements or other material made available on any blog or forum in the Site. InfoWave reserves the rights to remove and permanently delete any Content, including submissions, any edited or summarized videos of any user, without notice, including without limitation any Content that is in the sole discretion of InfoWave obscene, abusive, indecent, illegal or may otherwise subject us to public disparagement or scorn. As such, you should take care to preserve the originals of your video. You should have no expectation that any edited or summarized videos will always be available through the Site or Services. Do not rely upon this Site as a storage space for Content.

In order to use certain parts of the Site, you may be asked to supply certain personal information. InfoWave will treat all personal information as described in our Privacy Policy. All personal information that you provide must be accurate, complete, and kept current. Please note that, while we seek to have the companies with which we do business observe the spirit of our Privacy Policy, we cannot be responsible for what they do with personal information that you provide. Content you use or make available through your account may be available to the public, and you should have no expectation of privacy in the same.

InfoWave may allow you to forward, post, embed or email any Content (or links to such Content). In addition, InfoWave may provide you with the ability to download or modify any Content. You expressly agree that you shall observe all applicable laws, regulations and rules of other third party internet sites and services in forwarding, embedding or posting such Content, or links to such Content. You shall not forward, or post any Content or links to Content that violates these Terms. You may not embed any Content in any third party site if such third party site contains any content would violate these Terms. You accept full liability for all Content that you modify, forward or post, including in respect of any third party intellectual property rights or moral rights in such Content. InfoWave cannot accept any liability in respect of your modifications of any Content. You shall fully indemnify InfoWave for any breach of the terms set forth in this paragraph.

InfoWave may allow users to incorporate certain pre-selected audio works into video summaries. Copyright in such pre-selected audio works is owned by third party audio licensing organisations, and is licensed by InfoWave for use in the Services. Such pre-selected audio works may only be used for your own personal purposes. You may not make any commercial or other use of such works, and except as expressly set forth herein you may not copy, lease, publicly perform, broadcast or distribute such works without the prior written consent of InfoWave. You may not link directly to any such audio works. You may choose to incorporate other audio works in Content other than the pre-selected audio works made available by InfoWave. In such event you represent and warrant that the incorporation of such audio works does not violate any third party intellectual property or moral rights, and you agree to fully indemnify InfoWave for any losses resulting from your breach of such warranty.

Content made available by InfoWave come from a variety of sources. You understand InfoWave is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any third party Content on the Site or otherwise made available. Further, you understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against InfoWave with respect to thereto, and agree to hold InfoWave, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding your use of the Application or your exposure to any Content.

4. User Submissions

You are solely responsible for Submissions you post or transmit to the Site. "Submissions" is defined as anything a user transmits to the Site or to another in the course of using the Site, including without limitation any raw video or audio material. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Submissions. In addition, you represent and warrant that no Submission infringes the intellectual property rights or moral rights or any third party or violates any applicable law. InfoWave reserves the right, at its sole discretion, to remove any Submissions or delete an account, without prior permission to users, that may violate the Terms at any time. InfoWave does not pre-screen Submissions, but reserves the right to delete Submissions that violate these Terms.

InfoWave does not claim ownership of your Submissions. However, by sending any Submissions you automatically grant InfoWave a non-exclusive, royalty-free, perpetual license of all worldwide rights to use, edit, modify, include, incorporate, adapt, record and reproduce Submissions including, without limitation, all trademarks associated therewith, in any manner whatsoever, in or out of context, in all languages, in all media now known or hereafter created for the purposes set forth in the Site and these Terms. InfoWave may retain any raw audio or video material that you submit, and make internal use of such material including for testing purposes. You may request that InfoWave delete and make no further use of such material by sending an email to support@SHOWcialize.me

Without limiting the foregoing, you agree that you will not use the Site in any manner or transmit any Submission that:

Posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) Material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity); (b) Material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening; (c) Pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor; (d) Any virus, worm, Trojan horse, or other harmful or disruptive component; (e) Anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate; or

Restricts or inhibits use of the Site;

Uses any account or password without prior permission;

Obtains or solicits another person's password or other personal information under false pretenses;
Impersonates another user or otherwise misrepresents yourself in any manner, whether to another user, to us, or otherwise;

Violates the legal rights of others, including defaming, abuse, stalking or threatening users;Infringes (or results in the infringement of) InfoWave's or any third party's intellectual property rights, moral rights, or other rights;

Is (or you reasonably believe to be illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;

Does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, "applicable" refers to both your own location and to location(s) of all other parties to the transaction; or would cause InfoWave to be in violation of any law or regulation, or to infringe any right of any third party;

Publishes falsehoods or misrepresentations that may damage InfoWave or any third party;

Manipulates identifiers, forges headers or other data in order to disguise the origin of content transmitted through our sites or to manipulate your presence on the Site;

Disrupts, interferes or harms the Site, servers or networks; or
Imposes an unreasonably or disproportionately large load on our infrastructure.

In addition, you may not use the Site to post, store, or transmit advertising, promotional material, or solicitations of goods or services, except in areas of the Site designated for the purpose.

5. Refund and Cancellation Policy for Paid Videos

InfoWave in its sole discretion may choose to provide users with "Paid Videos". Paid Videos may provide for additional functionality, such as but not limited to allowing users to download videos, to edit a video or to remove any branding that InfoWave may incorporate in a video.

The purchase of Videos shall be subject to the payment of fees to InfoWave, which InfoWave may determine from time to time in its sole discretion ("Fees"). All Fees paid are nonrefundable. InfoWave may allow you to pay Fees through a third party service (such as Stripe, Paypal or other reputed Payment gateways), in which event the payment of such fees shall be subject to the third party's applicable terms and conditions. All Fees are exclusive of any sales and use taxes, which shall be your responsibility and liability.

6. Restrictions

The software and technology underlying the Site is the property of InfoWave, and you may not do or attempt to do any of the following:

Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Services or the Site (including without limitation, for the purpose of obtaining unauthorized access to our Site) without our prior written authorization, including framing or mirroring any part of the Site;

Circumvent, disable, or otherwise interfere with security-related features of the Services or the Site or features that prevent or restrict use or copying of any Content, including without limitation any edited or summarized videos;

Use the Site, Content or Services in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms;

Use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site;

"Deep link" to the Site or any Content on it, unless such link was provided to you for that purpose by the Site;

Harvest, collect or mine information about other users of the Site;

Create a database by systematically downloading and storing all or any of the Content on the Site; Violate the Terms or any other rule or agreement applicable to you or InfoWave through the Site's inclusion in, reference to, or relationship with any third party or third-party site or service, or your use of any such third-party site or service;

Use or access another user's account or password without permission; or

Use the Site or content thereon in any manner not permitted by these Terms.

7. Infringement

InfoWave does not endorse any Submission or any opinion, recommendation, or advice expressed therein, and InfoWave expressly disclaims any and all liability in connection with Submissions. InfoWave does not permit copyright infringement or infringement of intellectual property rights on its Site. We will remove all Content and Submissions if properly notified of these infringements, and may do so at our sole discretion, without prior notice to users at any time.

Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), it is our policy to respond to copyright owners who believe material appearing on the Site infringes their rights under US copyright law. If you believe that something appearing on the Site infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. Notices and counter-notices must meet the DMCA's requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us. If you need to contact us for any other reason, please contact us at support@SHOWcialize.me or write us at Customer Service, 14, Srinivasa Nagar, Kottivakkam, OMR, Chennai - 600096, India

8. Linked Content

Portions of the Site (including, without limitation, advertisements) may involve linking to or using web sites belonging to third parties. We have no control over third-party sites, and all use of third-party sites is at your own risk. InfoWave is not responsible for content or services available by means of such sites. InfoWave does not endorse any products or services offered by third parties other than the ones that InfoWave uses internally to deliver your videos and we urge our users to exercise caution in using third-party sites.

9. Disclaimer

Your use of any aspect of the Site is at your own risk. InfoWave makes no representations or warranties whatsoever in respect of the Site, Services or Content. Neither InfoWave nor any of its affiliates will be liable for any direct, incidental, consequential, indirect, punitive, exemplary, special or other damages, whether under any contract, tort (including negligence), strict liability, or other theory, and regardless of whether it has been advised of the possibility of such claim or damage, arising in connection with the Site, Services, Submissions or Content. InfoWave cannot accept any liability whatsoever in respect of any Content which is modified by you or any other third party.

Without limiting the foregoing, except as expressly stated in these Terms, everything available on the Site or by means of the Site is provided to you "AS-IS" without warranty of any kind, either expressed or implied, including the implied warranties of merchantability, fitness for a particular purpose, or non-infringement, and InfoWave expressly disclaims all express or implied warranties.

Without limiting the foregoing, InfoWave shall have no liability for:
Any adverse effect to your computer or other software as a result of your use of the Site or Services, or as a result of any Content available on the Site;

Your use of (or inability to use) the Site or any Site component, including Submissions, Content and any transactions that involve the Site;

Any material available (or intended to be available) on or by means of the Site or information or advice received by means of the Site;

Any error or omission of InfoWave, or any act or omission of any third party;

Any error, delay, interruption, operational problem, unavailability, or failure in the Site, any site component, or any directly or indirectly related equipment, system, programming, or network (including the internet);

Any breach of security involving the Site or your account;

Any viruses or other code or component that may affect your computer system or other property as a result of your use of the Site.

10. Indemnification

You agree to indemnify, defend, and hold harmless InfoWave and the respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including reasonable attorneys' fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Site, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party, including without limitation the infringement by any Submissions of any third party intellectual property right or moral right; (e) your violation of any applicable law, regulation, rule or third party intellectual property right or moral right as a result of your forwarding or posting any Content; (f) any Content that you downloaded from the Site or modified; and (g) any other matter for which you are responsible hereunder or under law. You agree that your use of the Site (including, without limitation, provision of services in connection with the Site) shall be in compliance with all applicable laws, regulations and guidelines.

11. Limitation of Liability

of or relating to the Site, Services or Content. In any case, InfoWave's entire liability under any provision of this agreement shall not exceed amounts paid by you to InfoWave for the use of the Site, Services and Content hereunder. As such, if you have not made any payments to InfoWave for the use of the Site and Services, InfoWave shall have no liability to you whatsoever, with the exception of death or personal injury caused byIn no event shall InfoWave be liable to you or any third party for any damages, including but not limited to general, incidental, consequential, indirect, direct, special or punitive damages, arising out negligence of InfoWave to the extent applicable law prohibits the limitation of damages in such cases.

12. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in the federal or state courts of the State of New York, and you and SHOWcialize each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum. In certain jurisdictions outside of the United States, the use of certain services may be illegal, and in such case, any such use in such jurisdictions is hereby prohibited. You agree to comply with all laws and regulations applicable to this agreement, including any export control regulations, and you shall be solely responsible for securing any required export or re-export licenses.

The relationship between SHOWcialize and you under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Website.

No waiver on the part of SHOWcialize to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of SHOWcialize to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. SHOWcialize shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. You shall have no right to assign any of your rights or obligations under this Agreement.

This Agreement shall inure to the benefit of, and be binding upon, SHOWcialize and you, and its and your respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than SHOWcialize and you, and its and your respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect. The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action against InfoWave must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and InfoWave or enables you to act on behalf of InfoWave. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between InfoWave and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled.Nothing contained in these terms shall be construed to limit the actions or remedies available to InfoWave with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and InfoWave reserves the right to enforce such term at our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. These Terms are for the benefit of InfoWave (and respective assignees), and each shall have the right to assert and enforce its provisions against you directly on its own behalf. We may assign our rights under these terms to any third party.

13. Upload terms

By uploading any music, photos, video or other content to SHOWcialize (the "Content"), you represent and warrant that (a) you own and control or otherwise have the unconditional right to upload the Content to SHOWcialize and to use such Content in your video; (b) you have obtained all necessary third-party rights and permission to upload and use such Content in your video, (c) the uploading and use of the Content in connection with the SHOWcialize service and your video does not and will not infringe upon or violate the rights of any third party, including without limitation any copyright, right of privacy or right of publicity, or violate any applicable law, rule or regulation; (d) the Content does not contain any viruses, Trojan horses, worms, time bombs, or other code intended to harm or obtain unauthorized access to data; and (e) the Content complies in all respects with the rules set forth in the SHOWcialize Terms of Use. You hereby grant SHOWcialize a royalty-free perpetual right and license to host, reproduce, distribute, display, perform, manipulate, synchronize, create derivative works of and otherwise use the Content as necessary to provide the SHOWcialize service and enable you to create videos. In addition to the indemnification provided in SHOWcialize's terms of use, you agree to defend, indemnify and hold SHOWcialize and its parents, subsidiaries, agents, affiliates, employees and officers, harmless from and against all claims, actions, demands expenses, losses or liabilities including, without limitation, reasonable attorney's fees and punitive damages, arising out of or in connection with the Content or any use thereof in connection with the SHOWcialize service or the videos you create using the SHOWcialize service or arising out of any breach or alleged breach or any of the foregoing representations and warranties.

14. Music Submission

By submitting your music, including but not limited to associated sound recordings, musical compositions, musical arrangements, vocals, and lyrics, ("Work") to SHOWcialize.me which is owned and operated by InfoWave Knowledgeware Pvt. Ltd. and marketed by InfoWave Knowledgeware LLC (hereafter "InfoWave", "us", "our", "we"), for users of the Site, you are accepting all of the terms set within this legal and binding Agreement. This agreement pertains to all Work(s) submitted to SHOWcialize.me "InfoWave's website" as used herein includes site located at the URL http://SHOWcialize.me, as well as its similar sites for social applications (including but not limited to SHOWcialize's presence on Facebook and other Platforms).

  1. SHOWcialize may periodically revise the terms of this Agreement by sending a notice to you ("Owner") at Owner's email of record. Upon receipt of such notice, Owner will have fifteen (15) days to object ("Notice of Objection") to any change in this Agreement. If Owner does not object within fifteen (15) days by sending a Notice of Objection to music@SHOWcialize.me, then Owner agrees to be bound by such revisions to this Agreement.
  2. The term of this Agreement shall commence as of the date first written above and end at such time that either party hereto provides the other party with a thirty (30) day written notice to terminate this Agreement (the Term). Paragraphs 5-12 and 15 shall survive any termination or expiration of this Agreement.
  3. Owner hereby grants to SHOWcialize the worldwide, non-exclusive, royalty-free right and license to encode, store, perform, display, copy, transmit, broadcast, market, and make available to its users for creation of an SHOWcialize video, the Work in its entirety, or versions, derivative works, or excerpts thereof, on the SHOWcialize website for the Term. Such rights to the Work shall cover all territories throughout the world. In addition, Work(s) submitted to SHOWcialize on physical media, such videotape, CD, photo or diskette will not be returned and will become the property of SHOWcialize and may be discarded without notice. SHOWcialize shall also have the right to screen the Work on its websites or on the Internet site of any third party at SHOWcialize's sole discretion. There shall be no limitation on the number of times that SHOWcialize or its designee can screen the Work during the Term or any extension thereof.
  4. Owner shall provide SHOWcialize with the Work to be encoded, transmitted and distributed by SHOWcialize as provided herein in: CD, VHS (NTSC) or CD-ROM / Zip disks as uncompressed .AVI files or such other format that is acceptable to SHOWcialize.
  5. Owner hereby grants to SHOWcialize and its users a perpetual, irrevocable, worldwide, non-exclusive, royalty free right and license to use, copy, share, and display, as contemplated by SHOWcialize's website, a SHOWcialize video containing the Work its entirety, or versions, derivative works, or excerpts thereof, wherein the SHOWcialize video was created by the SHOWcialize user during the Term.
  6. Owner shall not be entitled to any compensation or fee for the rights granted herein.
  7. Nothing in this Agreement shall be deemed to obligate SHOWcialize to use, display, make available, promote, or sell or distribute the Work, or to continue such if displayed on SHOWcialize's websites, or otherwise to exploit any rights granted to SHOWcialize hereunder.
  8. Owner hereby represents and warrants that (a) the Work is original; (b) the Work and the licenses granted to SHOWcialize hereunder do not and will not infringe upon or violate the copyrights or other statutory or common law rights of another party; (c) Owner has the sole and entire right, power and authority to enter into this Agreement, (d) no adverse claim exists with respect to the Work; (e) the Work has not previously been published or exploited anywhere in the world; (f) Owner has the sole and entire right, power, and authority to grant the rights granted to SHOWcialize hereunder, (g) Owner owns and controls the Work and all rights in it throughout the world; and (h) any and all materials included in the Work are works made for hire and free from reversionary rights therein.
  9. All of the following have been discharged or paid or will be discharged or paid by Owner or persons other than SHOWcialize:
    1. All claims and rights of the copyright holders, if any, in literary, dramatic, musical or other material, including stories, plays, scripts, scenarios, themes, incidents, plots, characteristics, dialogue, music, words appearing, used or recorded in Owner's Work.
    2. All obligations, of any kind, including, without limitation, those with artists and personnel, relating to purchases, licenses, laboratory contracts, distribution, exhibition, performance or exploitation of Owner's Work.
    3. Any payments required to be made to any performing rights society or to any body or group representing authors, composers, musicians, artists, and other participants in the production of Owner's Work, publishers or other persons having legal or contractual rights of any kind to participate in the receipts of Owner's Work or to payments of any kind as a result of the distribution or exhibition of Owner's Work and any taxes thereon or on the payment thereof.
  10. Owner warrants that the video content of Owner's Work is not obscene, pornographic, does not invade privacy rights, exploit the images of individuals under the age of eighteen (18), or in any other way violate applicable laws and regulations.
  11. Owner agrees to indemnify and hold harmless SHOWcialize, its subsidiaries, affiliates, successors, assigns, and licensees, and each of their respective officers, directors, shareholders, affiliates, subsidiaries, employees, attorneys, representatives, agents, licensees, successors and assigns, from and against any and all claims, costs, demands, expenses, losses, liabilities, damages, penalties and judgments including, without limitation, outside attorneys' fees and costs, whether or not litigation is commenced (collectively, "Claims") arising out of or in connection with a breach or alleged breach of Owner's representations, warranties and/or agreements contained in this Agreement.
  12. Owner shall execute such documents and do such other acts and deeds as may be required by SHOWcialize or its assignees or licensees to further evidence or effectuate its rights hereunder. If Owner fails to do so, SHOWcialize may execute such documents as Owner's
    attorney-in-fact, which appointment shall be irrevocable and coupled with an interest.
  13. In the event of a breach of this Agreement by SHOWcialize, Owner shall not be entitled to rescind this Agreement or any of the rights granted to SHOWcialize hereunder, nor shall Owner be entitled to restrain, enjoin or otherwise impair the exploitation of any rights in the Work, Owner's sole and non-exclusive remedy being the right to pursue an action at law for damages.
  14. Owner shall have no right to assign this Agreement or any of Owner's rights hereunder or to delegate any of Owner's obligations. Any purported assignment or delegation by Owner shall be null and void. SHOWcialize shall have the right to assign any or all of its rights under this Agreement.
  15. The laws of the State of Michigan shall govern this Agreement, without reference to its conflicts of laws provisions. This Agreement shall constitute the entire and binding agreement between the parties with respect to the subject matter herein. This Agreement merges and supersedes all prior and contemporaneous understandings and agreements (whether written or oral) between the parties regarding the subject matter hereof and may not be modified except by a writing signed by the parties hereto. If, for any reason, any provision of this Agreement is adjudged to be unenforceable, such adjudication shall in no way affect any other provision of this Agreement or the validity or enforceability of the remainder of this Agreement and the affected provision shall be modified or curtailed to the minimum extent necessary to bring it into compliance with applicable law.