Terms of Service

January 01, 2020

This website is operated by Visual Advertising Sales Technology, Inc., d/b/a ShowSeeker ("VAST", the "Company", "we", "our" or "us").  The following terms and conditions, together with any documents or policies expressly incorporated by reference and/or available by hyperlink (collectively, the “Terms” or “Terms of Service”), govern your access and use of the website www.showseeker.com, and any services, tools, software, technology, products, features, and applications offered herein (the “Service”) and access any data (the “Data”) therein. By using the Service or accessing the Data, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at https://www.showseeker.com/privacy-policy, incorporated herein by reference.  The Service and Data are offered and available to users who reside in the United States or any of its territories.Please read these Terms of Service carefully before accessing or using our website.  By accessing or using the Services, you agree to be bound by these Terms of Service.  If you do not agree to all of these terms and conditions, then you may not access the Website, utilize any Service, or access any Data.Any new Service or Data which is added to the Service shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Service. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes.  USER IS CONSENTING TO BE BOUND BY AND TO BECOME A PARTY TO THESE TERMS OF SERVICE.  USER EVIDENCES ITS CONSENT BY USING THE SOFTWARE PROVIDED BY CLICKING THE "ACCEPTANCE" BUTTON.  IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THE WEBSITE, UTILIZE ANY SERVICE, OR ACCESS ANY DATA.  PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 13 – DISPUTE RESOLUTION. IT AFFECTS HOW DISPUTES ARE RESOLVED.AUTHORIZED USERS OF THE SOFTWARE ARE INDIVIDUALS OR THOSE WHOSE COMPANIES HAVE EXECUTED A CONTRACT FOR PURCHASE OF OUR SOFTWARE LICENSE.  UNAUTHORIZED USERS MAY BE SUBJECT TO CIVIL AND/OR CRIMINAL LIABILITY.

DEFINITIONS.

When used in this Agreement, the following terms have the meanings set forth herein:
A. "VAST" means Visual Advertising Sales Technology, the owner and licensor of the software.
B. “Corporation” means the organization who purchased the License as identified in the “Contract for Purchase of Software License".
C. "User" means a person who is authorized to use the Software.
D. "Software" means the web-based application software product known as ShowSeeker.
E. "License" means a nonexclusive, nontransferable, and non-sublicensable right to use within the United States the Software which is the subject of this Agreement.
F. “Contract” means the agreement between VAST and Corporation known as the “Contract for Purchase of Software License”.
G. "Time Period" means the period of time for which license fees have been paid as set forth in the Contract for Purchase of Software License.  
H. "Related Materials" means any printed user manuals and any other printed user documentation accompanying the Software.

1. LICENSE GRANT.

(a) License. VAST grants User a License to use the Software for the Time Period.  This authorization to use the Software is conditioned upon User's compliance with the terms of this Agreement.  User shall use the Software solely for its own internal use and for the purposes for which the Software was and is designed.  User agrees that it is expressly prohibited to sublicense, rent or lease the Software or any portion of the Software.  Certain portions of the Data available through the Service are only available via license with use rights that are based upon subscription access.

‍(b) Territory. User agrees it will only use the Software for business purposes restricted to the User’s geographic territory as defined in User’s Master License Agreement.  Use of the Software for business purposes outside of User's geographic territory is cause for termination of this Agreement.  

‍(c) Password. The password assigned to User is personal to User and may be used only by User to whom the password is assigned.  User may not share the password or permit any other persons to use it.  User may not use the Software to perform program searches and share the results of such use of the Software with other non-licensed locations or persons other than customers or potential customers in their Territory.  User may not use the Software to send searches or search results to advertising customers other than User’s own customers within the territory which is the subject of this Agreement.  Violation of the password restrictions described herein is cause for termination of this Agreement.  

‍(d) Login. User will see the “Acceptance” dialog box upon each login.  User will be required to accept the Terms of Service and the password and territory restrictions upon login to VAST before using the Software.  Failure to agree will abort login and prevent access to the Software.  

2. LIMITATIONS ON USE.

By using or accessing our Service or Data, you represent and warrant that you will not:

• Share, sell, transfer or otherwise make the Data available to any third person or entity;
• Name or refer to the Company, or refer to your use of the Data, in any advertising, promotional, or marketing materials, without prior written consent from the Company.
• Create or direct anyone to create a competitive product.  
• Misrepresent your identity or affiliation in any way (including, without limitation, by using email addresses or user names associated any other natural person that is not you)
• Upload, post, email, share, or otherwise transmit any material to either Company or a third-party platform (including social media) that harass, disparage, or otherwise limit another user’s use or enjoyment of the Service;

In addition, you are prohibited from using the Services or Data:

• To violate any international, federal, state, or local law, rule or regulation, whether now existing or enacted in the future, or in any manner that would cause the VAST to violate any such laws, rules, or regulations.
• To implement a robot, spider, scraper, other automatic device, or manual process to monitor or copy our Service, any specific web page, or the content contained thereon, or for any other unauthorized purpose;
• To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability
• To submit false or misleading information
• To collect or track the personal information of others
• For any obscene or immoral purpose
• To interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet

3. OWNERSHIP AND PROTECTION.

The Software is protected by the laws of the United States, by laws enacted by the several states of the United States, and by international treaty provisions, including but not limited to patent laws, copyright laws, trademark and service-mark laws, and import and export control laws.  User acknowledges that no title to the intellectual property in the Software is transferred to User.  User further acknowledges that title and full ownership rights to the Software will remain the exclusive property of VAST, and User will not acquire any rights to the Software except by means expressly set forth in this Agreement.

User acknowledges that the Software and Related Materials are and shall remain the sole and exclusive confidential property of VAST, including, but not limited to, the following: (a) all source code, object code, class libraries, user interface screens, algorithms, data schema, development frameworks, repository, system designs, system logic flow, and processing techniques and procedures related thereto; (b) any related documentation; (c) any copies and derivatives of any of the foregoing in whole or in part; and (d) all copyright, patent, trademark, trade secret and other proprietary rights in any of the foregoing. for your own personal, non-commercial use.

User further acknowledges that any reports or other data generated by the Software regarding system performance are the exclusive property of VAST, and User hereby specifically authorizes the use of such reports or other data by VAST, in any manner that it deems to be appropriate.

4. REVERSE ENGINEERING.

User acknowledges that the Software contains proprietary material protected by laws governing intellectual property, including without limitation patents, copyrights, trademarks, trade secrets.

In order to protect VAST’s interests in the Software and the proprietary material contained in the Software, User agrees that neither User nor any third party shall decompile, reverse compile, reverse engineer, adapt, modify, translate, disassemble, reconstruct or otherwise make any attempt to reduce the object code form of the Software to a human-perceivable form, to discover the source code of the Software, or to create, or attempt to create, any derivative works from the Software in whole or in part.

User may not sell, rent, lease, loan, or distribute the Software or the Related Materials in whole or in part.

5. CONFIDENTIALITY.

By virtue of this Agreement, VAST and User may have access to information that is confidential to one another.  Such confidential information shall be limited to the Software, the terms and conditions of this Agreement and of the Corporation’s Contract, and all information clearly marked or otherwise identified as confidential.

User agrees it shall not disclose any confidential information without VAST’s written consent, except (a) as may be permitted by law, (b) to inform its agents and employees of the conditions and restrictions on the use of the Software, and (c) to train its Users on the use and functionality of the Software.

VAST acknowledges that particularized data of User which they input into the Software are the property and confidential information of User, including without limitation the identities and preferences of advertising customers, and VAST agrees such confidential information may not be shared, sold, or otherwise provided to anyone without User's written consent, except as otherwise provided under the VAST Privacy Policy.

6. SUPPORT.

VAST shall provide User with limited technical support for the Software for the Time Period beginning on the Acceptance Date of the Contract.  

7. TERMINATION.  

(a) For Breach By User. VAST may terminate this Agreement if User fails to comply with any term or condition of this Agreement.  User agrees upon such termination to discontinue all use of the Software and the Related Materials.
‍
‍(b) No Liability on Termination. Except as otherwise provided in this Agreement, neither VAST nor User shall be liable to the other for damages of any kind, including incidental or consequential damages, damages for lost profits, loss of prospective business, loss of continuing business, or otherwise arising from the expiration or termination of this Agreement in accordance with its terms.

‍(c) Reservation of Rights. VAST reserves the right at any time to cease the support of the Software and to alter features, specifications, capabilities, functions, licensing terms, prices, release dates, general availability or other characteristics of the Software.

8. SOFTWARE DEACTIVATION.

User acknowledges and understands that VAST has the ability to deactivate or “lock out” the use of the Software by User, which VAST can cause to occur manually or automatically, and which will prevent login and/or disable your use of the Software.  User agrees VAST may deactivate and/or exercise “lock out” upon failure of the User to pay License fees, expiration of the Time Period, breach of this Agreement by User, or other termination of this License.

9. INDEMNITY.

(a) By VAST To User. VAST agrees to indemnity, defend, and hold harmless User and its officers, directors, employees and agents from and against any and all claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any allegation that the Software infringes or otherwise violates any third party's patent, trademark, copyright, trade secret, or other intellectual property right, except to the extent that such allegations arise out of or relate to (1) any modifications or alterations User has made to the Software, or (2) User's use of the Software with any other software or electronic product.
‍
‍(b) By User To VAST. User agrees to indemnity, defend, and hold harmless VAST and its officers, directors, employees and agents from and against any and all claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (1) any modifications or alterations User has made to the Software; and to the extent that User uses the Software in connection with any other software or electronic product, (2) any allegation that such other software or electronic product infringes or otherwise violates any third party's patent, trademark, copyright, trade secret, or other intellectual property right.

10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

(a) VAST MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THIS SOFTWARE FOR ANY PURPOSE.  VAST DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE.  THE SOFTWARE IS PROVIDED "AS IS."  VAST DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

(b) IN NO EVENT SHALL VAST OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, SUPPLIERS, SUBCONTRACTORS, AGENTS, OR EMPLOYEES BE LIABLE TO USER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT OR SIMILAR DAMAGES, FOR ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY SIMILAR KIND OF DAMAGES ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE SOFTWARE, EVEN IF VAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL VAST'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEES USER PAID FOR THE TIME PERIOD.

11. COMPLIANCE WITH APPLICABLE LAW.  

User agrees to abide by all applicable laws of the United States and of the State(s) and countries in which User conducts business, as well as all international treaties, including, but not limited to, patent laws, copyright laws, trademark and servicemark laws, protection of intellectual property rights, and import and export control laws.

12. FORCE MAJEURE.

Except for the obligation to make payments, neither VAST nor User shall be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of God, acts of war or terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of VAST), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

13. DISPUTE RESOLUTION; APPEALS.

If you believe you have a dispute or claim against us arising out of your use of the Services, the Terms, or under your License Agreement, you agree to first discuss the matter informally with us for at least 30 days. To do that, you must give us written notice, which will include your full name and contact information, the nature and basis giving rise to your dispute or claim and your proposed resolution, sent to the address below.

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this section is enforceable, you understand and agree that any dispute, claim, or controversy arising under or in connection with these Terms, including your use and access to the Services or any other content, including, but not limited to, claims as to whether any services rendered by VAST or persons employed or engaged by VAST were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered, shall be finally and exclusively resolved by binding arbitration under the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and Mediation Procedures and Consumer-Related Disputes Supplementary Procedures, and not by a lawsuit or resort to court process, except as California law provides for judicial review of arbitration proceedings. Each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. It is your responsibility to pay any AAA filing, administrative and arbitrator fees as set forth in the AAA Rules.

YOU ACKNOWLEDGE AND AGREE THAT BOTH PARTIES TO THIS AGREEMENT WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. The parties further agree that the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate. Any such controversy or claim shall be arbitrated on an individual basis, unless both parties otherwise agree in writing. The arbitration shall be held in California, U.S.A.

If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and VAST will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules and will be administered by the International Court of Arbitration of the International Chamber of Commerce. You agree that such arbitration will be located in the Northern District of California, and waive any objection to such jurisdiction or venue.

You may cancel this agreement to arbitrate by giving written notice to VAST within 30 days of the date of your acceptance. Should you choose to withdraw from the arbitration provision, all other provisions of the Agreement shall remain in full force and effect.

If for any reason a claim proceeds in court rather than arbitration, each party waives any right to a jury trial. You agree to the personal jurisdiction by and venue in the state courts of County of Sacramento in the State of California or a United States District Court, Northern District of California, and waive any objection to such jurisdiction or venue.

14. GOVERNING LAW; VENUE.

The laws of the State of California will govern this License Agreement.  The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not govern this Agreement.  Any action, proceeding, arbitration, or reference arising from or out of or in any way related to this License Agreement shall be commenced in and, upon request of any party, shall be transferred to the County of Sacramento, State of California..

15. ENTIRE AGREEMENT; AMENDMENT OR WAIVER

The Terms and any policies or operating rules posted by us on the Services or with respect to the Service constitutes the entire understanding between you and VAST and supersedes any prior understandings or agreements, oral or written, relating to the subject matter of the Terms. The Terms may only be amended by a document signed by you and VAST. The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. No waiver of any breach of the Terms shall be deemed a waiver of a future breach, whether of a similar or different nature, and no waiver shall be effective unless in writing signed by the waiving party.

16. SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

17. NOTICES.

Any notices to be sent by either party to the other party shall be in "hard copy" writing and be delivered or sent to the addresses set forth in the initial paragraph of this Agreement.  Such notices will be deemed given upon the earlier of actual receipt or ten (10) days after being sent by certified mail, return receipt requested.
 
Software developed by Visual Advertising Sales Technology  
‍
U.S. Patent No. 7,742, 946 N.Z. Patent No. 537510 Copyright © VAST 2003 - 2019.  
‍
Should you have any questions concerning this License Agreement, please contact VAST via email at support@showseeker.com.