Terms & Conditions
SERVICE AGREEMENT
THIS AGREEMENT
This Service agreement governs your use of our service and includes the personalized publications provided by Showtime Publishing LLC (SP), including all features and functionalities, content and user interfaces, as well as all software associated with our service.
DEFINITIONS
“SERVICE AGREEMENT” shall mean the agreement entered into between SP and the CLIENT regarding SP products and services.
“CLIENT” shall mean you, the purchaser of SP products and services.
“USER” shall mean the CLIENT’s customer or anyone who accesses the publication or associated software.
“PARTIES” shall mean the parties to this Agreement.
“SERVICE” shall mean the product and services provided by SDP pursuant to this Agreement.
“TERM OF THE AGREEMENT ” shall mean the duration of the Agreement as agreed to by the Parties.
“SIGN-UP DATE” The date that the user completes the online registration process.
SERVICES
SP is a publishing company and provides lifestyle and industry magazines. These publications are supplied in a web format and available to view online or download to a compatible device.
PRICING, FEES, AND PAYMENT
SP offers month-to-month payment options, bi-annual, and annual contracts.
Upon execution of this agreement, an invoice will be supplied detailing the monthly subscription and cost to the Client.
The subscription balance will be automatically deducted on a monthly basis, on the anniversary of the SIGN-UP DATE and a receipt will be emailed to the contact identified on behalf of the client in this agreement.
A 5% fee may be accessed on any late or failed payments, that are not collected within Seven (7) days of the due date. SP reserves the right to restrict access to the publication(s) where necessary.
If SP are unable to recover the overdue balance within 30 days, the total balance inclusive of subsequent late fees will become due within Fourteen (14 days).
COST
The monthly subscription cost and corresponding package will be selected by the Client, during the registration process, with options available from $99 to $249 per month. A full list of pricing and services is available upon request.
TERM OF THE AGREEMENT
The initial term of six (6) or twelve (12) months shall automatically commence upon the SIGN-UP DATE and shall continue to automatically renew for successive periods of six (6) or twelve (12) months, unless sixty (90) days notice is provided, any time after the initial term.
Either Party is in material breach of this Agreement and such breach is incapable of remedy; or
Either Party fails to remedy its material breach of this Agreement which is capable of remedy within 14 days of being given notice to do so by the other Party; or An order is made or a resolution is passed for the winding up of either Party, or either Party has a receiver or administrator appointed of the whole or any part of its assets or undertaking, or circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitles the court to make a winding up or administration order, or makes an arrangement with creditors or if the either Party is unable to pay its debts as and when they fall due.
In the instance of a change of ownership or management, SP will be notified immediately, and the succeeding party or group shall honor this agreement as if they were party to the original contract.
INDEMNITY
The CLIENT agrees to indemnify and hold harmless SP, its affiliates, members, officers, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from (a) any material you or one of your Customers (or anyone acting under your or your Customer’s password or user name) upload, post, e-mail or otherwise transmit through the Services, and/or (b) your (or anyone acting under your password or user name) use of the Services, connection thereto, or any alleged violation by you of these Terms of Service, including the Code of Conduct.
TRADEMARKS
All posted marks are a trademark of SP. Other marks, graphics, typefaces, trade dress, trademarks and logos are property of SP or of their respective owners. Our trademarks, trade dress and other intellectual property may not be used in any manner for any purpose without our express written consent.
CONFIDENTIAL INFORMATION
For the purposes of this clause, “Confidential Information” shall mean any information which comes into the possession or control of the other Party or any of its employees or agents as a result of this Agreement relating to the other Party’s directors, officers and employees, budgets, prices, order book, accounts, finances, parent and subsidiary companies, and any similar information in relation to its customers or clients, and any other information relating to either Party or its clients which is commercially sensitive.
Each Party agrees that, both during and after the termination of this Agreement, it will at all times treat and safeguard as private and confidential all Confidential Information and all trade secrets and financial information relating to the other Party or any of their clients and that it will not either reproduce, copy or use in any way for any purpose any such Confidential Information except as may be strictly necessary in order to properly perform the Service.
Upon the written request of the other Party, the Party receiving such a request will immediately return any such Confidential Information, which may be in its possession, together with any copies, which have been made.
The obligations in this clause shall not apply to any Confidential Information which is in the public domain other than as a result of any breach by either Party of the terms set out in this Agreement or to any Confidential Information which is required to be disclosed by law.
Each Party agrees that the restrictions contained in this clause are reasonable and necessary for the protection of the other Party and further agrees that such restrictions are not severe in the circumstances.
Obligations of confidentiality shall continue and survive after the Term of the Agreement and notwithstanding termination of the Agreement.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement in respect of SP” Agreement with the CLIENT pertaining to the “Agent Magazine” and supersedes any other prior agreements, contracts, arrangements, or understandings.
If any provision of this Agreement is held to be invalid or unenforceable by any judge of competent jurisdiction, the remainder of the terms and conditions shall not be affected by such judgment and the terms and conditions of this Agreement shall be carried out as nearly as possible according to its original terms and intent.
CRIMINAL OFFENSE OR FRAUDULENT USE
The Service may not be used fraudulently, in connection with a criminal offense and/or in breach of any law or statutory duty. In case of fraudulent or illegal use of the service by the CLIENT or one of the CLIENT’s customers SP has the right to: (a) temporarily suspend the service from use; or (b) disconnect the service indefinitely.
GOVERNING LAW
Unless the applicable laws of your jurisdiction require that the laws of such jurisdiction govern, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and any dispute is to be submitted to a court of competent jurisdiction in the State of Delaware.