These Terms of Use (“Terms”) form a legal agreement between Showbie Inc. (“Showbie”) and the user (“You“) of Showbie’s Services, as defined below. Please read these Terms carefully before downloading or using the Services. These terms replace all previous terms.
BY DOWNLOADING OR USING THE SHOWBIE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.
1.0 Definitions
1.1 “Access Codes” are Class Codes, Group Codes or Parent Codes as defined below.
1.2 “Application” means any web-based or mobile application provided by Showbie, as part of the Services.
1.3 “Authorized Users” is defined in Section 2.3.
1.4 “Class Codes” are codes issued by Showbie to provide access to Authorized Users.
1.5 “Group Codes” are codes issued by Showbie to provide access to Authorized Users.
1.6 “Parent Codes” are codes issued by Showbie to provide access to Authorized Users who are parents or legal guardians of student users.
1.7 “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly.
1.8 “Educational Institution” means a preschool, K-12 school or post-secondary institution.
1.9 “Services” means, as applicable, the Website, the Application and/or the services provided by Showbie in connection with the Website and Application, including services of data upload, download, hosting and syncing through Showbie’s servers or third-party data hosting services selected by Showbie.
1.10 “Website” means the Showbie site through which Showbie provides Services.
2.0 Services
2.1 Account. Access to certain functionality and Services requires a valid account from Showbie and is subject to payment of the applicable license fee(s). Some features may be available on a trial basis to qualified users, as set forth below. You are responsible for maintaining the confidentiality of Your account information, password and login, including, if relevant, logins distributed to Authorized Users. You are responsible for all uses of Your account, including use by Authorized Users. You agree to immediately notify Showbie of any unauthorized or illegal use of Your account.
A limited use trial account (i.e. free account) permits use of the Services by individual teachers for themselves and their students within Educational Institutions. If You are not an active teacher or instructor, but would like to try Showbie, please contact info@showbie.com to discuss our trial options. If You are an active teacher or instructor, but do not belong to an Educational Institution, please contact info@showbie.com to discuss our trial options.
2.2 Fees. Showbie will invoice for all chargeable Services and timely payment must be made for access to the Services. Upon notice to You, Showbie reserves the right to change its price list for certain Services and to institute new charges at any time, which may be sent by email or posted on the Website. If You continue to use those Services after such notification, that use constitutes Your consenting to the new or increased charges. This Agreement does not include the provision by Showbie of any upgrades, updates, consulting services, customization or training. Such additional services may be available through separate agreements with Showbie.
2.3 Educational Users. The Services are designed for use by educators and parents/legal guardians in Educational Institutions. Representatives of a school board or Educational Institution or teachers in Educational Institutions will only grant Access Codes to (i) personnel who are current employees of the organization; (ii) students who are currently enrolled and (in the case of minor students) who have been given permission by a parent/legal guardian, and (iii) parents/legal guardians of such minor students (collectively “Authorized Users”). As a representative of a school board or Educational Institution or as a teacher in an Educational Institution, You represent and warrant that: You have permission from Your school board or Educational Institution to enter into this Agreement and to use the Services as part of Your curriculum; You are over the age of majority; and You are entering into this Agreement on behalf of Your school board or Educational Institution; You have authority to bind such entity to the terms of this Agreement; and You and Your school board or Educational Institution are jointly and severally liable for ensuring that You and the Authorized Users to whom you grant Access Codes understand and respect the terms in this Agreement. You and Your school board or Educational Institution shall provide Authorized Users with easily accessible and understandable information about the Showbie terms of use as outlined in this Agreement.
2.4 Student Users. The Services are also designed for use by student users at an Educational Institution. Student users represent that they have received Access Codes from a teacher or representative of an Educational Institution. In such cases, tfrom a parent/legal guardian for the minor student’s use of the Services in connection with educational uses. See also Section 2.3.
2.5 Other User Restrictions. If You are accessing the Services as a User, You acknowledge and agree that the content You contribute to the Services will be considered to be under Section 3.0 of this Agreement.
2.6 Parent Users. The Services are also designed for use by parents/legal guardians as Authorized Users in connection with an Educational Institution. If You are a parent/legal guardian accessing the Services, You agree that You will only use the Services as access is permitted to You under this Agreement, in connection with educational uses.
If You are accessing the Services as a parent/legal guardian user, You will only use the Parent Code(s) provided to You by Your child or her/his teacher(s). You will not use any Parent Code or other access code to obtain information about anyone other than the child for whom the Parent Code is provided. You understand that Your acceptance of this Agreement indicates that You agree to these terms.
2.7 Intellectual Property. Showbie and its third-party licensors own any and all intellectual property rights and all right, title and interest in and to the Services (including free, public or beta portions of these) and any desktop interface or documentation which accompanies or interfaces with the Website or Application. Subject to Your payment of all applicable fees and these Terms, Showbie grants You a limited, non-exclusive license to download the Application, if relevant, and use the Services for Your legitimate educational purposes.
2.8 Trial Period, Public or Beta Usage. Any free, trial, public or beta portions of the Services are still subject to these terms, and in respect of those free, trial, public or beta portions of the Services, You bear the entire risk of use; such portions of the Services may be changed, suspended, blocked by Showbie at any time without notice to You.
2.9 Third-Party Content. From time to time, we may make certain third-party content available on the Website or Application or other Services, such as educational content or lesson plans.
(a) Some third-party content may be made available as a free download or as part of a free update for non-commercial use under Creative Commons or open-source license terms, and this type of content is not part of our chargeable Services. We do not charge any fee for the use of such third-party content, even though You may pay separately for other services or content from us.
(b) Other third-party content may be part of a paid download or upgrade, or made available as part of our chargeable Services.
In both cases (chargeable and non-commercial content) this third-party content remains the property of the third-party owners or licensors, and we do not claim to own this third-party content nor take responsibility for it. If any license terms apply to the third-party content, we will make reasonable efforts to make those license terms (or appropriate links or references) available to You. You agree to abide by any applicable license terms.
2.10 Codes. You are responsible for safekeeping any Access Codes made available to You to access the Services. You acknowledge and agree that sharing any Access Code or password with an unauthorized third-party is strictly forbidden. In no circumstances will Showbie be liable for any loss or damage of any kind incurred as a result of unauthorized access to the Services caused by sharing Access Codes.
2.11 Disclaimer regarding third party beneficiaries (Apple Inc. and Google Play. Be advised that Showbie in no way is affiliated with Apple Inc., Google Inc. or any of their respective subsidiaries (“Third-Party Beneficiary“), and that the Services are not endorsed, administered or sponsored by such Third-Party Beneficiary.
If you download the Application or use any Services on a platform or device provided by a Third-Party Beneficiary, the following applies:
- Services should be used in line with the Apple Store and/or Google Play Terms of Service, including any associated terms such as the Google Play Business and Program Policies or such other terms designated as default end-user license terms by any Third-Party Beneficiary.
- The Parties acknowledge that Third-Party Beneficiaries have no obligation to furnish any maintenance or support service with respect to Services.
- The Parties acknowledge that Third-Party Beneficiaries bear no responsibility for any claims that the use of Services infringes the intellectual property rights of third parties.
- The Parties acknowledge that Third-Party Beneficiaries bear no responsibility or liability related to compliance or non-compliance by Showbie or You (or any other user) under these Terms or the Third-Party Beneficiary’s respective terms.The Parties acknowledge and agree that Third-Party Beneficiaries are beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce the Terms against You.
3.0 User Content
3.1 User Content. The Services may permit You and Authorized Users to organize, upload and download content (including documents, images, and various digital content) through the Showbie servers. You represent and warrant that (a) You own or have all valid rights to such content that You or Authorized Users organize, upload or download through the Services including any Personal Data; (b) such content will not infringe or breach any third-party rights including privacy rights; and (c) such content will not contain any materials that are unlawful, harmful, fraudulent, threatening, abusive, harassing, tortious, defamatory, vulgar, profane, pornographic, obscene, libelous, offensive, or otherwise objectionable; or promote discrimination, bigotry, racism, hatred, harassment or harm against an individual or group. You are solely responsible for any content or data that You or Authorized Users organize, upload or download through the Services, including any consequences of making it available in connection with Your use of the Services. If You provide access to Your content to others, they may copy it, modify it or re-distribute it. Please consider carefully what You choose to share through the Services. Showbie has no responsibility for the activities of others.
3.2 User Postings. You hereby grant any user who can lawfully access the Services a non-exclusive license to access the content that You upload or messages that You may input through the Services, and to distribute and display such content in compliance with this Agreement and any other agreement You have entered into with us. Furthermore, You acknowledge and agree that, with Your permission, Showbie also retains the right to distribute and display any such content as far as is necessary for us to deliver the Services and as part of normal operations related to the Services. We do not claim any ownership rights to Your content, and nothing in this Agreement will be deemed to restrict any rights that You may have to use and exploit Your content.
3.3 Monitoring & Take-Down. Showbie does not monitor or screen Your content nor does it claim any interest or ownership in such content. However, Showbie reserves the right to suspend, block or remove any user content from the Services at any time, for any reason (including, but not limited to, receipt of third-party claims or allegations relating to such content or breach of this agreement or any other agreement with Showbie by You or Authorized Users). Under no circumstances will Showbie be liable for any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to content.
3.4 Archiving & Security. You are responsible for archiving and data back-up for Your own purposes. You are responsible for security and encryption of any confidential or sensitive content or data.
4.0 Personal Information
4.1 Privacy Policy. Processing of Personal Data in relation to the Services is governed by the Showbie Privacy Policy
By using the Services, You confirm that you have read and understood the Privacy Policy. Showbie abides by applicable protection laws with respect to the handling of Personal Data. Showbie does not collect, use or disclose any Personal Data in connection with the Services, other than as described in this agreement, including the applicable Data Processing Addendum, or the Showbie Privacy Policy.
4.2 Confidentiality. All data and content organized, uploaded and download by You through the device is resident on the device until deleted by You. Showbie does not collect or retain any user-generated content or any uploads or downloads by You through the Services.
4.3 Data Processing Agreement. If You are the school board, Educational Institution or teacher who is the primary contracting party with us and Your students or other users are residents of the European Economic Area, You may be required to enter into a Data Processing Agreement with Showbie in order to use the Services.
5.0 Restrictions
5.1 Restrictions. You shall not, and shall not authorize any third-party to:
(a) make unauthorized copies of the Services;
(b) modify, decompile, disassemble, translate into another computer language, create derivative works, access the source code, hack, decrypt, rename files, or otherwise reverse engineer the Services;
(c) permit use of the Services by anyone other than Authorized Users;
(d) use any Access Codes or other access codes, other than the ones assigned by Your school board, Educational Institution or teacher;
(e) distribute Access Codes or other access codes to third-parties, or permit any third-party to use the Services other than Authorized Users;
(f) incorporate any portion of the Services into any products which will be sold, licensed or transferred to a third-party;
(g) distribute, sell, lease, transfer, assign, trade, rent, lease, lend or publish the Services or license, sublicense or cross-license it or any part thereof and/ or copies thereof to others;
(h) use the Services to upload, post or otherwise transmit any materials that are harmful, fraudulent, threatening, abusive, harassing, tortious, defamatory, vulgar, profane, pornographic, obscene, libelous, offensive, or otherwise objectionable; or that promote discrimination, bigotry, racism, hatred, harassment or harm against an individual or group; or that promote illegal or harmful activities or substances; or that have the effect of harassing or stalking any person, or otherwise offend the acceptable use standards set by Showbie;
(i) upload, post or otherwise transmit any content through the Services that:
- (i) would negatively affect the functioning of the system, including without limitation any harmful, disruptive or destructive files or computer programs or
- (ii) would impose an unreasonable or disproportionately large load on this system’s infrastructure;
(j) use the Services or any part thereof in violation of any law or regulation, or for any purpose other than as expressly permitted in this Agreement;
(k) distribute screen shots of the Services without Showbie’s approval.
5.2 Acceptable Use: The Services may be used only for legitimate purposes by users who have agreed to this Agreement. You must also abide by our acceptable use standards, and any acceptable use policy published by us from time to time. You may not:
(a) use the output of the Services for any purpose other than as required in connection with Your personal legitimate use in accordance with this Agreement;
(b) engage in linking or framing of any portion of our Services;
(c) aggregate, scrape, harvest or duplicate any portion of our Services, including any personal or contact information, or use such personal or contact information for any secondary marketing purposes or unsolicited mass e-mail, or any purpose inconsistent with the purposes of the Services;
(d) corrupt, falsify or distort any content on the Services.
5.3 Circumvention Prohibited. You specifically agree not to, in any way access (or attempt to access) a third-party database by any unauthorized or automated means, other than through lawfully accessing the servers and interface that is provided by Showbie through the Services.
6.0 Limitation of Liability & Disclaimer of Warranty
6.1 Disclaimer. The Services are provided “AS IS” without warranties, conditions or representations of any kind, and Showbie expressly disclaims, to the fullest extent permitted by applicable law, any warranty or condition, express or implied, statutory or otherwise, whether arising from trade or course of dealing, including, without limitation, any warranty or condition that the Services (a) shall correspond with a particular description, (b) are of merchantable quality, (c) are fit for Your particular purpose, (d) are durable for a reasonable period of time, (e) do not and will not infringe any patent, trade-mark, trade-secret or other intellectual property or other proprietary rights of any third party, (f) are bug or error free, uninterrupted, timely or secure, or (g) are accessible through all devices.
You acknowledge that entry, conversion and storage of data is subject to human and machine error and Showbie is not responsible for such errors. Showbie is not responsible for third-party hardware or software, or for cell, wi-fi or other service providers. Showbie does not warrant that the Services will be compatible with all platforms which may now or in the future be used.
6.2 Allocation of Risk. Showbie shall not be liable for any monetary damages whatsoever with respect to Your use of the Services hereunder (or use by Your Authorized Users, if applicable), nor shall Showbie be liable for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of this Agreement, even if Showbie is advised of the possibility of such damages. The entire risk as to the results and performance of the Services is assumed by You and You agree to implement and adopt reasonable measures to examine and confirm results prior to use, to save data, and limit exposure to errors and failures in data.
6.3 Limitation of Liability. The total liability of Showbie, whether under the express or implied terms of this Agreement, in tort (including negligence or other duty of care) or at common law, for any loss or damage including but not limited to any data loss or corruption, suffered by You or any Authorized Users or third-parties, whether direct, indirect or special, or any other similar damage that may arise or does arise from use of the Services or any breach of this Agreement by Showbie, shall in no event exceed the amount paid by You to Showbie for the Services. These limitations of liability shall survive failure of any exclusive remedies provided in the agreement.
7.0 Indemnity
7.1 Indemnity. You indemnify, hold harmless and defend Showbie against any and all third-party claims (including all associated legal fees and disbursements actually incurred) against Showbie arising out of a breach by You of the obligations under this Agreement, or the use or misuse of the Services by You (or Your Authorized Users, if applicable), including any breach of the Code Policy.
8.0 Term & Termination
8.1 Termination Rights.
(a) By Us: In the event You breach this Agreement or any other agreement with us, and such breach is not remedied or cured within 10 days of written notice, Showbie may suspend or terminate this Agreement and Your access to the Services. If you materially breach this Agreement, Showbie can terminate the Agreement with You with immediate effect. If Your employer, school board or Educational Institution under which You access the Services is in breach of any agreement with us, or the subscription term has expired, we may suspend or terminate this Agreement and Your access to the Services. Nonpayment of agreed fees may result in account deactivation and consequently termination. Payment obligations and refunds in case of termination are set out in our invoices.
(b) By You: You may shut down Your account and cease use of the Services at any time. We require reasonable written notice from You, to implement our standard security and data-handling policies. You are responsible for backing-up, saving, downloading or deleting any of Your content and Personal Data, as You wish, prior to the termination of Your account. After termination, we reserve the right to delete any content or Personal Data remaining on our servers.
(c) By Your Employer/School Board/Educational Institution: Your employer, school board or Educational Institution may shut down or suspend Your account access as part of their management of the relationship with You or in the event of termination or expiry of Your employment or enrolment.
9.0 Governing Law & Disputes
9.1 Governing Law. This Agreement is governed by the laws of the Province of Alberta, Canada without regard to its conflict of laws rules.
9.2 Arbitration Agreement. You agree that all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, shall be arbitrated and finally resolved, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Edmonton, Alberta, Canada. The language of the arbitration shall be English. Arbitration fees and reasonable attorneys’ fees of both parties to be borne by the party that ultimately loses. The award rendered by the arbitrator shall be final and binding, and judgment may be entered upon it in any court having jurisdiction thereof.
9.3 Exception from Arbitration Agreement: Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
9.4 EU/EEA Consumer disputes: If You are a consumer residing in the EU or EEA, and are discontent with Showbie’s treatment of Your complaint(s), you should always consider getting in touch with your country’s consumer dispute resolution body for advice. Alternatively (and in addition), we recommend submitting a complaint via the European Commission’s platform for online dispute resolution (“ODR“), available at http://ec.europa.eu/consumers/odr/.
The ODR platform is a point of contact for out-of-court settlement of disputes arising from online services and purchasing processes. Include the following e-mail address when submitting an ODR complaint: privacy@showbie.com.
10.0 General Terms
10.1 Assignment. You will not assign, transfer, encumber or otherwise dispose of any or all of the rights granted to You under this Agreement without the prior written consent of Showbie. Showbie may assign this Agreement to a third-party.
10.2 Enurement. Subject to the limitations in this Agreement, this Agreement operates for the benefit of and is binding on the parties and their respective successors and permitted assigns.
10.3 No Waiver. No condoning, excusing or overlooking by any party of any default, breach or non‑observance by any other party at any time regarding any terms of this Agreement operates as a waiver of that party’s rights under this Agreement. No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.
10.4 Survival. All terms which require performance by the parties after the expiry or termination of this Agreement, will remain in force despite this Agreement’s expiry or termination for any reason. The following terms shall survive termination: 2.7, 2.11, 5.0, 6.0, 7.0, 9.0 and 10.0.
10.5 Severability. Part or all of any section that is indefinite, invalid, illegal or otherwise voidable or unenforceable may be severed and the balance of this Agreement will continue in full force and effect.
10.6 Entire Agreement. The Agreement, the applicable Data Processing Addendum and any mobile app terms set forth the entire understanding between the parties related to the Services, and replaces all prior versions.
10.7 Software & Hardware. You must provide Your own computer hardware and software necessary to connect to the Services, including internet access and if applicable, a suitable mobile device, according to the optimal use standards and specifications we stipulate from time to time. The Services may experience temporary downtime as we perform routine maintenance or updates.
10.8 Linked Sites. Links available on the website may link to third-party websites not maintained or controlled by us and we provide these links for Your convenience, and Showbie is not responsible for the contents of any linked site.
10.9 Changes. On release of any update or upgrade to the Services, Showbie reserves the right to modify this Agreement and to impose new or additional terms or conditions on Your use of the Services. The then-current terms (including any modifications and additional terms and conditions if applicable) will be presented to You and will be effective immediately upon Your acceptance of the terms and continued use of the Services.
10.10 Language. It is the express will of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
10.11 Electronic Acceptance. This Agreement may be agreed to by electronic acceptance.
10.12 Contact. If You have questions about these terms or wish to contact Showbie for any reason, please contact us at: Showbie Inc. #1400, 10117 Jasper Avenue N.W. Edmonton, AB, Canada T5J 1W8; Email privacy@showbie.com.
Last Updated: Nov 11, 2021
