TERMS OF SERVICE

SUPERSHOW is owned and operated by Supershow Entertainment Technologies Inc. (“SUPERSHOW”, “Company,” “We,” “Us,” or “Our”). When You (“You”, “Provider” or “Your”) use the SUPERSHOW website, mobile application, (the “App”), or other related services We make available to You (the “Services”), as defined in this document, and the website’s content and our technological solutions (collectively, the “Services”, “Service”), You represent and warrant that You have read, understood and accepted the Terms of Service, Privacy Policy, and other supplemental terms (collectively, the “Terms”)—these constitute an Agreement between You and Us.

By accessing or signing up for the Services or using the same, You understand and confirm that You are bound by the Terms.

The capitalized terms used in the Terms shall have the definition assigned to them in the Terms and in Annex “1”.

I. TERMS AND CONDITIONS

  1. The Terms contain the terms and conditions on which We supply content, products, or services available on the App or via other delivery methods to You. You agree to be bound by these Terms and all applicable laws, rules and regulations and You warrant to be fully and wholly bound by these Terms in Your own free will and deed; and that You fully understand and acknowledge the contents, meaning, implications and effects of these Terms. You warrant that You would not use or access Our Services if You had any claim or reservation against any matter in these Terms. You may also be asked to click “I accept” at the appropriate place prior to Your use of access to Services. At such time, if You do not click “I accept”, You may not be able to complete such access. If You do not agree to these Terms, please refrain from using the Service.

  2. In order to participate in certain Services, You may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Unless otherwise explicitly provided, these Terms shall take precedence over the supplemental terms.

  3. We may remove, update, or otherwise cause changes to our Services at any time. As such, features or conditions may change, be suspended, or be discontinued without prior notice. Should we exercise our rights under this Section, We will not be liable for any loss or damage suffered by You or your Clients.

  4. Changes. You undertake to periodically visit these Terms for updates. You agree to be bound by these Terms and its subsequent updates, revisions or modifications. We reserve the right to change or update these Terms, or any other of Our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting on the App. Your continued use of the Services constitutes Your agreement to abide by the Terms as changed. Under certain circumstances We may also elect to notify You of changes or updates to Our Terms by additional means, such as pop-up or push notifications within the Services or email.

II. NATURE OF OUR BUSINESS

  1. Through the App, we provide information on available service providers (“You”), for service seekers (the “Clients”), and provide proprietary and third party solutions to allow You and Your Clients to communicate and transact.

  2. When You offer or provide Talent Services through any of Our Services, You understand and agree that (i) We are not a party to the contract between You and Your Client; and (ii) We are under no obligation to monitor Your transactions and communication.

  3. You acknowledge and agree that SUPERSHOW is not responsible or obligated to mediate or interfere in any of the disputes between You and Your Clients, or between You and another user of the Services.
    1. However, SUPERSHOW reserves the right to intervene in disputes, in SUPERSHOW’s sole discretion. Any participation by SUPERSHOW is not an admission that SUPERSHOW is a party to the transaction. You agree and consent to the sharing of Your personal information, account information, and the information involving to or related to the disputed transaction, for purposes of mediating and/or resolving any dispute raised by a third party, to the following: the complaining third party, government offices, instrumentalities, and agencies, and law enforcement agencies.
  4. SUPERSHOW shall not be liable and/or responsible in respect of the title, quantity, quality or any other aspect related to the Talent Services that You offer on the Services, and no warranty, or indemnity of any kind shall be given or deemed to be given by SUPERSHOW in respect thereof.

III. REGISTRATIONS AND USER INFORMATION

  1. By registering on the Services, You warrant that You have the capacity to enter into valid contracts under Philippines law and that You are residing and located in the Philippines.

  2. If You are registering as a business entity (the “Entity”), You represent that (i) You have the authority to bind the business entity to this Terms, and (ii) Your registration with Our Service does not and will not cause you to violate Your Entity’s organizational documents or Your Entity’s agreements with other Parties.

  3. User Information
    1. You attest that all the information You provide when You register for and/or use the Service is accurate and truthful, including but not limited to Your personal information, the services you provide (description, service level, time, and other relevant information), bank or payment information, and any and all other information that the Service requires (the “User Information”). If there are any changes to Your User Information, You are responsible for immediately updating this information.
    2. If Your User Information is at any time found inaccurate, Your Account may be modified, suspended, or terminated, and may result in Your permanent ineligibility from using the Services.
    3. Any User Information shall be covered by Our Privacy Policy.
  4. We are under no obligation to monitor the accuracy of Your User Information or the third party sites you choose to link or integrate with our Services (the “User Site”). However, You grant Us the right to access Your User Site through manual observation or automated "spidering" or other automated search techniques with the sole intention of confirming Your compliance with the Terms.

IV. SERVICE FEES

  1. The fees in Annex “2” shall govern your use of the Services. We reserve the right to modify the applicable fees at any time.

  2. We reserve the right to deduct any fees, charges, incurred by Us or our Partners related to Your Use of the Service, as well as any applicable transaction fees from Your Account, or Related Accounts from Our other products and solutions.

  3. If required under applicable law and tax regulations, we may also withhold amounts from the payments due You.

  4. We may require You to procure certain insurance products for the safety and protection of the general public. Insurance fees will be for Your sole cost and account.

  5. You understand and agree that SUPERSHOW, without prior notice, has the right and authority to, at any time, offset against any payment or other remuneration due or become due to You, or anyone claiming through You, any debt or debts due or to become due from You to SUPERSHOW either through the Services or through other services owned or operated by Us (collectively, “Other SUPERSHOW Services”).

  6. Payment Agent
    1. In connection with the Services, You hereby appoint SUPERSHOW as Your agent for purposes of payment collection and/or disbursement if an to the extent SUPERSHOW collects and/or settle payments on Your behalf (“Payment Agent”).
    2. As Payment Agent, SUPERSHOW shall receive and/or disburse payments sent You by Your Clients and shall receive and/or disburse and settle such payments on Your behalf through a network of payment facilitators. Any such payments shall be deemed received by You as soon as SUPERSHOW receives payments. Your Clients bear no risk of loss if SUPERSHOW fails to remit any funds to You.
  7. Security
    1. To secure payment of Your obligations under the Terms, You grant Us a security interest in al now existing or hereafter acquired: (i) transactions submitted to the Service for processing; (ii) accounts receivable and payment rights relating to or arising from this Terms, including all amounts due to You (including any rights to receive credits or payments hereunder); (iii) accounts maintained with Us or any institution other than Us, including any accounts, in the name of or for Your benefit, or any guarantor of Your obligations under the Terms; (iv) deposits, regardless of source, to Your or Your guarantor’s accounts with any institution; (v) all deposits and all other property or funds deposited by You or withheld by Us; and (vi) proceeds of the foregoing.

V. PROVIDER; OPERATIONAL TERMS

  1. Community Review.
    1. SUPERSHOW allows Community Advisers to participate in the Service in order to enable the latter to provide guidance, advise, or information to the Provider. In some instances and subject to the agreement of the Provider and the Community Adviser, the Community Adviser may act as the consultant and/or agent of the Provider under the terms provided to the Provider. In such instances:
      1. Provider agrees that the Community Adviser, as identified in more definitive agreements between Provider and the Community Advisers, shall act as the agent of the Provider for the marketing, and review of the Talent Services, and the collection and disbursements of payments due to the Provider. The Community Adviser may be authorized to perform other acts in its agreements with the Provider.

      2. Provider understands and acknowledges that the Talent Services may be subject to the review and acceptance of Community Advisers before the said Talent Services may be published on the App.

      3. Provider agrees to abide with the suggestions and instructions of Community Advisers.

      4. Provider understands and agrees that the booking requests made by Clients for the Provider’s Talent Services may be subject to the review and acceptance of the Community Adviser before the same may be accepted or reviewed by the Provider.

    2. The Community Advisers are not employees, agents, or personnel of SUPERSHOW. We shall not be responsible for the acts or omissions of said Community Advisers.

    3. SUPERSHOW is not privy to the arrangement between the Provider and the Community Adviser.

  2. Subject to the immediately preceding section, once You accept a booking request made by a Client, You shall be deemed to have entered into a contract with said Client for the provision of the Talent Services identified in the Client’s booking request, at the schedule, location, price, and other terms contained in the same (the “Agreed Booking”). You shall exert best efforts to comply with the terms of the Agreed Booking.

  3. Cancellation or Change Policy
    1. The Client may request the Provider to allow the former to cancel and/or modify the Agreed Booking.

    2. Should the Provider agree to the modification request or cancellation request, the Provider shall refund the fees paid, if any, immediately.

VI. SERVICE RESTRICTIONS

  1. You shall not transfer, sell or disclose Your SUPERSHOW account details, such as the email address and password (the “Credentials”) to another party. You shall be solely responsible for keeping Your Credentials secure.

  2. We may impose certain obligations on You such as (i) respecting certain transaction limits that We set; (ii) monitoring transactions for fraudulent activities; (iii) requesting You to facilitate the collection of relevant Know Your Customer information of the Clients that We or our Partners may require for compliance, privacy laws, or other purposes.

  3. Right to Modify, suspend, or Terminate the Services
    1. Without limiting other remedies, We reserve the right (with or without prior notice) to limit or modify Your access to the Services, issue a warning, temporarily suspend, indefinitely suspend or terminate Your registration, Your Account/s, and/or Your access to the Services if:
      1. In our reasonable determination, You have breached the Terms or the documents it incorporates by reference;

      2. We are unable to verify or authenticate any information You have provided to Us;

      3. We have reason to believe that Your Account may have been compromised or is being used to engage in fraudulent, abusive, or illegal activity;

      4. If Your conduct violates applicable law or is harmful to the interests of SUPERSHOW and its affiliates.

  4. You warrant and undertake that You will not use the Services in any illegal manner or for any illegal purpose, or in any other manner that could damage, disable, overburden or impair the Service, our servers, networks, or tarnish, blemish or damage Our name or reputation.

  5. It is hereby expressly agreed upon and understood that the payment by You of any amount as liquidated damages, penalty, fees, under this Terms shall be in addition and without prejudice to any and all possible liability (for any manner of damages) it may or will incur in law and in equity. Neither shall the receipt by Us of such liquidated damages prejudice, preclude or diminish any other right, remedy, relief, amount, compensation or course of action available to Us under the law and equity.

  6. You will install any equipment or software reasonable required by Us for You to use the Services.

VII. USE OF THE SERVICE

  1. You warrant and undertake that (i) Your goods and services, (collectively, the “Talent Services”), offered to Your Clients are legal, and compliant with all applicable laws, regulations, standards, and rules regarding the provision of the same and health and consumer safety, and sanitation; (ii) You possess all necessary licenses, authorities, permits, and other clearances to engage in the business that You are or are purporting to engage in.

  2. SUPERSHOW shall have the right and authority, but not the responsibility, to refuse the offering or provision of the Talent Services, inspect, or examine any and all Talent Services made using Our Services should SUPERSHOW have reasonable belief that a Talent Service involves contraband, is unsafe, or otherwise poses a safety risk to Us, Your Clients, or the public.

  3. You shall comply with Our acceptable use policy in Annex 3 as We may provide from time to time.

VIII. LIMITATION OF LIABILITY

  1. In no event will We be liable to You, whether in contract, warranty or tort, or otherwise, for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including, without limitation, damages for lost revenue, profit, or business arising out of or relating to the Services.

  2. THE SERVICE, ANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS PROVIDED ON THE APP, ARE PROVIDED “AS IS” AND WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE IS FREE OF DEFECTS OR IS SUITABLE FOR ANY PARTICULAR PURPOSE.

  3. You shall be solely and primarily responsible for the quantity, quality, authenticity, and legality of all Talent Services that are offered or provided through the Services.

IX. WARRANTIES

  1. In addition to other representations and warranties in the Terms, the Provider warrants the following:
    1. The Talent Services will be provided to the Client at a professional and workmanlike manner;

    2. The Talent Services contains and/or involves no hazardous or prohibited items, e.g. explosives, flammable, firearms and parts, ammunitions, illegal drugs, live animals, and all other items prohibited by law or requires government permit for its transport (Cargo Restrictions & Prohibited Items);

    3. It uses up-to-date privacy measures in order to protect itself and the User Site it operates from any cyber attacks;

    4. It owns or has unfettered right to use all the intellectual property rights it currently uses in its business;

  2. You agree that you will notify Us immediately in writing if You become aware of any actual or potential claims, suits, actions, or charges that could affect Your ability to fully perform Your duties under this Terms.

X. DISCLAIMERS

  1. You accept the risks associated with the use of a website and software such as but not limited to: failure of software, hacking of servers, failure or interruption of internet connection; the introduction of malicious software, failure of security of Your Credentials; failure of communication; service disruptions, and lack of telecommunications equipment or facilities and failure of information technology or telecommunications equipment or facilities. To mitigate these risks, We will exert reasonable efforts to secure the Services.

  2. Links to Third Party Services
    1. You may have access to services of third parties through Our Services (the “Third Party Services”). In those cases, said Third Party Services shall be subject to the terms, conditions, and limitations imposed by those third parties, which shall also be binding on You. We reserve the right to reject or refuse any Third Party Service used by You in conjunction with Our Services.

    2. Your correspondence or business dealings with, or participation in promotions of, third parties, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such third party. We shall not be responsible or liable for any loss or damage incurred as the result of any such dealings or as the result of the presence of such third party advertisers on the System.

  3. Unauthorized Transactions. You shall be solely liable for the loss incurred by You due to unauthorized transactions where the loss is due to an act or omission attributable to You, such as (but not limited to), where You have failed to secure Your Credentials.

  4. Users of the Services are ultimately responsible for the tax treatment, if any, of the transactions made between the Client and the Provider; and SUPERSHOW gives no warranty and accepts no responsibility as to the ultimate treatment of any potential tax on the Transactions. Users shall solely be liable for any tax consequence of, or in connection with their use and access of the Services.

XI. INDEMNITY

  1. You will indemnify, defend, and hold harmless SUPERSHOW, its officers, directors, employees, shareholders, and agents from and against any and all claims, judgments, costs, awards, expenses (including reasonable attorneys’ fees) and liabilities, and damages of any kind (“Losses”) with respect to any third-party claim arising out of or related to: (i) Your breach or alleged breach of this Terms or any representation, warranty, and/or covenant made by You; (ii) any breach or alleged breach of any applicable laws by You or any of Your representatives; (iii) any bodily injury (including death) or damage to tangible or real property to the extent caused by Your personnel or the Merchant Products; (ii) violation of intellectual property of third parties by Your logos, marks, tradenames, menus, documentation, or other materials. In addition, You will defend, indemnify, and hold harmless SUPERSHOW from any and all Losses related to any violation or alleged violation of any applicable retail, food, or other health and safety code, rule, or regulation related to the Talent Services, except to the extent that such Losses were caused directly and materially by the gross negligence or willful misconduct of SUPERSHOW.

XII. INTELLECTUAL PROPERTY

  1. User Content.
    1. You shall grant to SUPERSHOW a perpetual, worldwide, royalty-free license over all User-submitted content, to allow SUPERSHOW to use, publish, publicly perform, modify, or otherwise communicate the same to the public, or to create derivative work from the same.

  2. Supershow Marks
    1. You acknowledge and agree that the materials on the Service, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Materials") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to SUPERSHOW, and are subject to copyright and other intellectual property rights under Philippine laws, foreign laws and international treaties and/or conventions.

    2. You shall not reverse engineer, decompile, or disassemble such trademarks and nothing herein shall be construed to grant You any right in relation to such trademarks. Materials on the Service are provided to You “as is” for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.

  3. We reserve all rights not expressly granted herein to the Service and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than as expressly permitted herein, including any use, copying, or distribution of Materials of third parties obtained through the Service for any commercial purposes. If You download or print a copy of the Materials for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials therein.

  4. The Service is protected to the maximum extent permitted by copyright laws, other laws, and international treaties and/or conventions. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, other laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Service, the Materials, or the collective work or compilation is expressly prohibited. Copying or reproducing the Service, the Materials, or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited.

  5. You further agree not to reproduce, duplicate or copy content or Materials from the Service, including content submitted by other users of the Services, and agree to abide by any and all copyright notices and other notices displayed in the Service.

XIII. DISPUTE RESOLUTION

  1. These Terms shall be exclusively governed and interpreted under the laws of the Republic of the Philippines without regard to its conflict of laws provisions.

  2. To the extent that the parties are permitted under these Terms to initiate litigation in a court of law, both You and SUPERSHOW agree that all claims and disputes arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the courts of Makati City, Philippines, to the exclusion of all other courts. You and SUPERSHOW consent to the personal jurisdiction of said courts.

XIV. ELECTRONIC DISCLOSURE, ELECTRONIC RECORDS

  1. Applicable laws require that some of the information, disclosures, or communications We send to You should be in writing. When using the Services, You agree to transact with Us electronically, and that communication with Us and other users will be mainly electronic. We may contact You by e-mail or provide You with information by posting notices on the Services. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing. Nothing herein shall prevent Us from providing required notices and disclosures in writing and paper form at Our sole discretion.

  2. Unless otherwise specifically indicated, all notices given by You to Us must be sent to support@supershow.app. We may give notice to You at the email address You provide to Us when You register. Notice will be deemed received and properly served immediately when posted on the Services or when an email or other electronic communication is sent including SMS to the phone number You registered. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified e-mail address of the addressee.

XV. GENERAL TERMS

  1. Non-Waiver. If We delay exercising or fail to exercise or enforce any right or interest available to Us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.

  2. Entire Agreement. These Terms constitute the entire agreement between You and SUPERSHOW concerning the System and the Services, and supersedes all prior communications or agreements, written or oral, and is intended to be a complete and exclusive statement of the terms and conditions between the parties.

© 2020 Supershow Entertainment Technologies, Inc. All rights reserved.