TERMS OF USE

SHOWOFF

Tbilisi, Georgia

Date of publication:  February 12, 2024

These Terms of Use (hereinafter – Terms) regulates the relationship arising between the Rightsholder and the User when using the Service and is an offer to enter into a license agreement granting the right to use the Service on the terms and conditions specified in the Terms.

If the User does not agree with any of the provisions of these Terms, the User should not use the Service.

The Terms may be amended at the discretion of the Rightsholder at any time without notice to the User. The new edition of the Terms enters into force on the date of publication in the Service, unless explicitly stated otherwise in the text of the new edition of the Terms.

It is the responsibility of the User to familiarise themselves with the current edition of the Terms on a regular basis.  If the User continues to use the Service after the new edition of the Terms has been published, it means that the User agrees to the new edition.

TERMS AND DEFINITIONS

Account – An account of the Registered User where information about the User (including identification details etc.) is stored.

The authorization within Service is carried out through external services/accounts such as Google Account, Apple ID, etc. (hereinafter referred to as - External accounts).!

Agreement – The license agreement proposed to be entered into in the offer

User-generated content – images, information, other objects presented in graphic format, being the results of intellectual activity, means of individualization or not being such, and generated (created) by the User with the help of the Service, which implies modification of such objects on the basis of artificial intelligence

Content – All objects representing protected intellectual property and means of individualisation usedposted within the Service.

Personal data – Any information, data, relating to the User (the subject of personal data) and allowing to identify him/her, transmitted to the Rightsholder and processed by him/her as the operator in accordance with the adopted Policy regarding the processing and protection of personal data.

User – A natural person using the Service. If the User has completed the registration procedure in the Service and has access to the Account, they are considered to be a Registered User.

Service  – A compound object, the exclusive rights to which are owned by the Rightsholder, which is a set of information and intellectual property (software, databases, graphical content and other works) contained in the information system, access to which is provided via the information and telecommunications network "Internet" through the web-site https://www.showoff.app/.

Profile – A personal page of a Registered User, accessible to an unspecified or specified list of persons, where the User’s personal information and content is stored.

Registration – Set of actions performed by the User, including the provision of information about the User and other information, using a special form in the Service in order to create an Account and get access to the Services of the Service.

Services – Any functionality, services, tools available within the Service.

Terms  – These Terms with all additions and amendments that govern the operation of the Service and the interaction between the Users and the Rightsholder through the Service as well as any additional documents and/or rules that govern the operation of the Service or define the procedure of using the Services.

Terms not specified in the Terms shall be interpreted in accordance with the applicable law, by analogy and in accordance with accepted customary practices.

1. GENERAL PROVISIONS

1. The Terms regulates the procedure of using the Service as well as the relationship arising between the Rightsholder and the User during its use, including the procedure of electronic interaction between them.

2. These Terms is an offer addressed to an unspecified list of persons and containing an offer of the Rightsholder to consider himself as having entered into a license agreement which grants the right to use the Service, and an agreement on the terms and conditions of electronic interaction to be carried out through the Service, with the person who accepted the offer. The term of the offer is not limited. The proper acceptance of this agreement as an offer is downloading and/or commencing to use the Service.

3. The use of the Service, including viewing the information posted in the Service, means that the User agrees to these Terms and assumes obligations to follow the instructions for the use of the Services as well as responsibility for actions related to the use of the Service.

4. By acceding to these Terms, the User guarantees that they have all rights and powers necessary to accede to and perform the Terms, including that they have full legal capacity, or have been declared fully capable (emancipated) by the decision of an authorized body, or have reached the minimum legal age under the applicable law to use the Service and have received written permission in the form required by the applicable law from their parents or other legal representatives to accede to the Terms. The Rightsholder is entitled at any time to require the User to provide information and documents evidencing their rights and authorisation as specified above. 
5. By using the Service, you certify that you are 18 years of age or older or have reached the minimum age of digital consent in your jurisdiction. If you are under this age, a parent or legal guardian must accept these terms on your behalf. Parents or legal guardians who allow their children to use the Service assume all responsibility for the child's actions on the service, including the appropriateness of the images created, subject to any legal restrictions in their country.

6. The Terms may be solely accepted by the User in its entirety. Once the Terms are accepted by the User, the Terms become a contract between the Rightsholder and the User. Any paper document signed by both Parties shall not be created. If the User does not agree with the Terms, he/she must immediately stop using the Service.

7. The Terms may be amended by the Rightsholder at any time without any special notice to the User. The new version of the Terms comes into force at the moment when it is posted in the Service. The User shall regular familiarize themselves with the current edition of the Terms. The use of the Service after the new wording of the Terms becomes effective means that the User agrees to it and that the provisions of the new wording shall be applied to the User in full.

8. By acceding to the Terms, the User gives their written consent to the automated processing of personal data provided under the terms of the Consent on personal data processing (Section 10 of the Terms), including for the purposes of conclusion and execution of the contract under these Terms.

• By acceding to the Terms, the User automatically accedes to the Rightsholder’s Privacy Policy, which is published in the Service.

2. TERMS OF SERVICE USE

1. Pursuant to these Terms, the Rightsholder provides the User with the right to use the Service within available functionality on the terms of a non-exclusive paid license, and the User undertakes to use the Service on the conditions provided by these Terms.

2. The available functionality includes but is not limited to the following: generation of stylized images («Generated Images») from images uploaded by the User, applying recommendations, pointings, any kind of assistance within Service use (user prompts), the purpose of which is to visualise the User in various outfits, downloading User-generated content, saving outfits to «favourites».
   

3. All currently existing functions of the Service as well as any developments of Service and the addition of new ones are subject to the Terms.

4. The term of granting the right to the User is the term of the exclusive right of the Rightsholder for the Service unless otherwise agreed by Parties or unless this Agreement is early terminated.

5. The territory of the rights granting is the worldwide.

6. No sublicensing is allowed.

7. Service is given by the Rightsholder "AS IS", without any warranties from the Rightsholder or any obligations to remove the defects and improve the Service.

8. The Rightsholder may at any time revise or change the terms and conditions of the provision of the Services, add, modify, limit or expand the functionality of the Service, including the terms and conditions of the User’s access to the Services or the individual functionalities of the Service.

9. The User is entitled to: 

• Gain access to the Service in the manner prescribed by the Rightsholder;

• Grant access to the Service to minors, for whom the User is a legal representative, through their Account, subject to personal control of such access;

• Ask any questions in relation to the information posted in the Service;

• Use the Service only for non-commercial purposes and according to the procedure provided by the Terms and not prohibited by the applicable legislation.

10. The User undertakes:

• Do not use the Service to create Content that infringes copyrights or trademarks, use Images for which the necessary rights are not available;

• Not to use any devices, programmes, procedures, algorithms and methods, automatic devices or equivalent manual processes to access, acquire, copy or monitor the content of the Service, including but not limited to the tools for IP address falsification as well as the addresses used in other network protocols when transmitting data;

• Not to disrupt the proper functioning of the Service;

• Not to attempt in any way to circumvent the navigation structure of the Service to obtain or attempt to obtain any information, documents or material by any means not specifically provided by the Service;

• Not to reverse search, trace or attempt to trace any information about any other User;

• Not to use the Service and its contents for any purposes prohibited by the applicable law, and not to incite any illegal activities or other activities that violate the rights of the Rightsholder or other persons;

• Not to provide the opportunity of using the Account created in the Service, or the access codes and links generated by the Service to any third parties, except for the cases explicitly specified in the Terms;

• Do not use the Service to create Content that is harmful, illegal, explicit, sexual, violent or promotes hatred, violence, anti-Semitism, racism or similar ideologies.

• In cases of free use of legally protected intellectual property, as well as when reproducing any information contained in the Service, specify the source of borrowing.

11. The User shall not be entitled to use the software (source) code of the Service, any content of the Service, except as set forth in this Terms of use, (including but not limited to the following: text, design elements, graphics, photographs or other images) without the prior written consent of the Rightsholder (including reproduce, copy, process, distribute in any form).
12. The User has the right to download User-generated content created from images uploaded by the User. 

13. The Rightsholder shall have the right to carry out preventive maintenance in the software and hardware complex of the Service with temporary suspension of the Service. The Rightsholder shall endeavour to carry out such works at night if possible, reducing the time of inoperability of the Service as much as possible.

It is possible to suspend the operation of the Service without any prior notice to the User.

14. The Rightsholder shall have the right to refuse the use of the Service to any User at any time in case of violation of the Terms and without giving any reason.

15. The Rightsholder is entitled to remove any information posted by the User at any time without prior notice to the User and without explanation, if the nature or content of such information violates the provisions of the applicable law, is offensive, or violates the rights of the Rightsholder, other Users or other persons.

16. The Rightsholder shall be entitled to dispose of the statistical information related to the operation of the Service as well as User Information to provide targeted advertisements Service Users.

17. For the purposes of organising the operation and technical support of the Service and the performance of these Terms, the Rightsholder shall have the technical ability to access the User Profiles, which shall be exercised only in the cases set forth in these Terms.

18. The Right Holder shall be entitled to send the User information about the development of the Service and its functionality, and to advertise its own activities.

3. REGISTRATION IN THE SERVICE. ACCOUNT

1. Registration is carried out by the User through External accounts by filling the mandatory fields of the Registration form and pressing the button on the Registration page and/or by placing "ticks" in the special fields on the Registration page if applicable .

2. The Rightsholder shall have the right to deny the User’s Registration in the Service without giving any reasons and/or if the User has used not agreed by Parties External accountsthe data of another Registered User and/or if the Registration is not confirmed. and/or the data provided during Registration is already used for another Account and/or provided incomplete and/or unreliable data during Registration.

3. If all the registration steps have been completed correctly, the User Account and the User Profile are created in the Service. The User has the right to register no more than one Account in the Service, but can connect several Profiles to one Account.

4. All actions in the Service made through the User Account shall be deemed carried out on its behalf, except if the User has notified the Rightsholder of any unauthorised access to the Service through the Account and/or of any violation and/or suspicion of violation of privacy of its means of access to the Account in accordance with the procedure provided in the Terms.

5. After the Registration the User is entitled to create, use and determine the content of their own Profile and the terms of access to the Profile by other Users, and is also entitled to access and post information of other Users, provided that the holders of such information have been granted their corresponding rights.

6. The User is obliged to terminate the Account securely at the end of each session. The Rightsholder is not liable for possible deletion, destruction or change of the information posted by the User, as well as for other consequences of any kind, which may occur due to violation of the provisions of this provision of the Terms by the User.

7. The Rightsholder is entitled to block access to the Account and/or Service and/or delete the User’s Account at any time without prior notice and without giving a reason if it is detected that the User has violated the provisions of these Terms as in the case of:

• The User has provided access to the Service to any third party or violated any other provision of the Offer;
• The User repeatedly posts false information, as well as information containing spam, insults and other information that prevents or hinders the fulfilment of the Agreement by the Rightsholder, users or other persons;
• The User has violated the intellectual rights of the Rightsholder;
• Rightsholder has reasonable grounds to believe or has received knowledge that the User is engaging in suspicious activity from the Account.

8. The Account may be deleted by the Rightsholder at the User’s request.

4. TECHNICAL SUPPORT

1. The Rightsholder provides the User with technical support regarding the use of the Service.

2. In order to request technical support, the User may:

• write an email to info@showoff.app, and/or

• from 11:00 a.m. till 8:00 p.m. Tbilisi time (GMT+4) write a message through the Support Service available in the Service.

5. TERMS OF ELECTRONIC COMMUNICATION

1. All messages made through the Account, including consents given via the functionality of the Service, are considered to be signed with a simple electronic signature and are equal to written documents on paper. 

2. All actions performed via the Account or by clicking on the links and/or using the codes sent to the e-mail address or phone number indicated during the Registration are considered to be performed directly by the User.

3. Users acknowledge that documents in electronic form, received by means of electronic or other communication, including electronic messages, can be used as written evidence.

6. RESPONSIBILITY

1. Users shall be responsible for their own actions in connection with the creation and publication of information in the Profile in accordance with the applicable law. The violation of these Terms and the applicable law results in civil, administrative and criminal liability.

2. In case of repeated or gross violation of the Terms and/or the applicable law the Rightsholder shall reserve the right to block, limit, suspend or terminate the User’s access to the Service, without any compensation to the User.

3. The Rightsholder shall not be liable for the use of the publicly available personal data of the Users by anyone.

4. In the event the Rightsholder is held liable or penalised for the violation of the rights and/or interests of third parties as well as prohibitions or restrictions imposed by the law committed by the User, the User must compensate the losses of the Rightsholder in full.

5. The Rightsholder shall not be liable for the risk of the adverse consequences due to:

• unreliability of the information provided by the Users, including information constituting the Users’ data;

• illegal actions of third parties aimed at the violation of information security or the normal functioning of the Service;

• Users’ posting of Content and/or other information that violates the rights of third parties;

• malfunctions of the Service caused by errors in the code, computer viruses and other extraneous code fragments in the Service software;

• absence (inability to establish, termination, etc.) of Internet connection between the server of the User and the server hosting the Service;

• conducting by the state and municipal authorities or their officials as well as other authorized organizations of the activities, checks or other actions within their powers as provided by the applicable law;

• establishment of state regulation (or regulation by other organizations) of commercial organizations’ business activity in the Internet network and / or establishment by the mentioned subjects of one-time restriction making it difficult or impossible to fulfil the Terms or part of it, including the use of the Service;

• other cases related to actions (omissions) of third parties aimed at worsening the overall situation with the use of the Internet and/or computer equipment that existed at the time of execution of these Terms as well as any other actions aimed at the Service or its users;

• misunderstanding or misinterpretation by the User of the information about the functionality of the Service;
• using content downloaded from the Service for illegal and immoral purposes.

6. In case of posting links to the websites on the Internet (third party websites) and other content of third parties in the Service, the Rightsholder shall not check this information for compliance with the requirements of the applicable law and these Terms; Rightsholder is not responsible for the posting this information, does not express its support or endorsement. If the User chooses to leave the Service and proceed to third party websites or use or install third party software, the User acts at his/her own risk and from this moment these Terms is no longer applicable to the User.

7. In any circumstances the liability of the Rightsholder is limited to the amount of [specify] ([specify]) dollars or its equivalent in a foreign currency, and shall be imposed on the User only if its actions are at fault.

8. The User acknowledges and agrees that the Rightsholder shall not be liable for any consequences resulting from the use of the Service by the User.‍

‍

7. NTELLECTUAL PROPERTY

1. The Rightsholder owns the exclusive rights to the Service, any components that constitute results of intellectual activity, including the program (source) code and other components of computer programs, databases, design works, texts, Content posted by the Rightsholder, as well as means of individualisation (trade name, trademarks, service marks, commercial designations), except for results of intellectual activity and means of individualization of third parties and those posted by Users.
2. The exclusive rights to the User-generated Content belongs to the User who created it from the moment such Content is expressed in an objective form.

3. The User by posting the Content lawfully owned by them shall grant other Users the right to use the Content under a non-exclusive royalty-free license solely within the functionality provided by the Service, by viewing, reproducing (including copying), and other rights solely for personal non-commercial use, except the cases where such use causes or may violate rights and interests of the User.

4. The use of the Content accessed by User solely for personal non-commercial purposes is allowed provided that all copyright marks (copyrights) or other notices of authorship are retained, the author’s name is kept intact, the work is kept in its original form.

5. The User provides the Rightsholder with the right to use the Content posted in the Service and legally owned by the User on the terms of a non-exclusive royalty-free license for the following purposes:

• to provide the Rightsholder with the functioning of the Service to the extent determined by the functionality and architecture of the Service;

• to display the Content in the promotional materials of the Rightsholder, including within the images of the interface of the Service, including by making such promotional materials available to the public,

• to create a database of the Content and User Profiles, including reproduction, copying, collection, systematization, storage, transfer for the purpose of creating a database for commercial and/or non-commercial purposes.

The above right of use is granted until the Content is deleted from the Service and is valid throughout the world. The end of the period of placing the Content in the Service and/or the term of the right of use shall not entail the need to remove the promotional materials of the Rightsholder displaying the Content from circulation (including their removal from the Internet).  The Rightsholder has the right to transfer the rights specified in this Section to third parties.

6. If the User deletes its Content from the Service, the right of use specified in clause 8.7 of these Terms shall be automatically terminated, but the Rightsholder shall reserve the right to retain the archive copies of the User’s Content for the required period, if necessary, due to the technical specifications of the Service.

7. Any use of the Service or the Content, except as permitted in these Terms or in the case of the explicit consent of the right holder of the Content to such use, without the prior written permission of the right holder, is expressly prohibited.

8. The use of the Service does not assume transfer of exclusive or other rights to the Service or its components. The User is granted a limited right of use in accordance with these Terms. This right can be terminated at any time in accordance with these Terms and the other agreements between the parties.

9. The Rightsholder shall be entitled to set any technical restrictions on the use of the Service, which will be communicated to the Users from time to time in the form and manner chosen by the Rightsholder.

10. The Users and other interested parties, in the event of any violation of intellectual property rights or any other unlawful acts of other Users, shall first of all inform the Rightsholder of such violations by sending an email to info@showoff.app.

11. These Terms establishes a mandatory pre-trial procedure for resolving any claims and disputes relating to the use of the Service, relations between the Rightsholder and the Users and the use of intellectual property.

12. The Rightsholder shall examine the Service within 15 business days, and take all possible measures to eliminate the infringement.

13. If the Rightsholder receives a written notice from a person that his/her intellectual property rights have been infringed, and specifying the Service page on which such material is located, the Rightsholder shall promptly take necessary and sufficient measures to stop the infringement of intellectual property rights.

14. Such measures consist in identifying the Rightsholder on the basis of the evidence provided by it, establishing the circumstances of the possible infringement of intellectual rights, and determining the means of terminating the infringement. Termination of the infringement is generally carried out by removing the disputed material from the Service, terminating access to it, or by settling the relationship with the Rightsholder – obtaining permission to use the disputed content.

‍

9. USER-GENERATED CONTENT
   1. The exclusive right to the User generated content belongs to the User. However, Rightsholder reserves the right to use this Content to improve, operate and promote the Service. Users take full responsibility for their Content, ensuring that they have the necessary rights and permissions for any uploaded Content.
   2. Users should not use within the Service:

• Content that violates copyrights or trademarks;
• Images for which they do not have the necessary rights, such as unauthorized images of people;
• Content that is harmful, illegal, explicit, sexually explicit, violent or promotes hatred, violence, anti-semitism, racism or similar ideologies.

Violations of the Content policy or any aspect of these Terms may result in the removal of User uploaded and User created images without notice.

‍

10. CONSENT TO PERSONAL DATA PROCESSING

1. By acceding to these Terms, the User gives the Rightsholder consent to the processing of the following personal data of the User:

• e-mail address;

• IP address, MAC address, device ID, IMEI, MEID, data from cookies, information about the operating system of the User's device, access time;

• Other data provided by the User via User Account and/or stipulated by the Privacy Policy.

2. Processing of personal data is understood as an action (operation) or set of actions (operations) with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), extraction, use, transfer, depersonalization, blocking, deletion, destruction of personal data.

3. The User consents to the processing of personal data for the following purposes:

• Use of the Service in compliance with this Terms, namely, identification of the User and ensuring his access to the Service;
• Ensuring high-quality and stable operation of the Service; 
• Receiving feedback on the performance of Service from Users and providing Users with the most appropriate content in accordance with their requests and interests;

• Ensuring the interaction of the Users within using the Service;
• Receiving by Users advertising and marketing information from the Rightsholder;
• Improving the experience of Users when using Service, including improving the performance, interface and algorithms of Service, sending reminders and notifications;
• Carrying out measures to resolve statements, claims, communications from Users on issues of quality of service, provision of Service;
• Promoting safety and security;
• Conducting research and statistical accounting;
• Other purposes stipulated by the Privacy Policy.

4. The User has the right to unsubscribe from the information, advertising and marketing mailing list at any time by sending a notice to the Rightsholder from the e-mail address provided during the registration in the Service, to the e-mail address provided in the details of the Terms, or by pressing the "Unsubscribe from mailing list" in the e-mail.

5. The User shall be entitled to send to the Rightsholder a request for clarification of his personal data, a request to block or destroy it, if the personal data is incomplete, out-dated, inaccurate.

6. The Rightsholder may transfer personal data to third parties and across borders in the manner and on the terms set out in the Rightsholder’s Privacy Policy.

7. The User’s personal data shall be processed until the date of termination of such processing in accordance with the Rightsholder’s Privacy Policy.

8. The User or its representative may withdraw the Consent by sending a notice to the Rightsholder in accordance with the procedure set forth in the Privacy Policy.

9. The Rightsholder shall take necessary and sufficient organisational and technical measures to protect the User’s personal data from unauthorised or accidental access, destruction, modification, blocking, copying, distribution, as well as from other unlawful acts of third parties.

10. In case of revocation of the consent to the processing of personal data by the User or its representative, the Rightsholder has the right to continue the processing of personal data without the consent of the User in the presence of the grounds under the applicable law.

‍

11. DISPUTE RESOLUTION

1. The Parties through negotiations shall, if possible, settle all disputes and disagreements that may arise under these Terms.

2. The pre-trial procedure for dispute resolution is mandatory. The time period for responding to the claim is 15 (fifteen) business days from the date of its receipt by the Party, unless otherwise provided by the applicable law.

3. If the Parties fail to reach a mutual agreement, the dispute shall be settled in court in accordance with the requirements of the applicable law at the location of the Rightsholder.

‍

12. FINAL PROVISIONS

1. These Terms shall be governed by and construed in accordance with the applicable law. Issues not regulated by these Terms shall be resolved in accordance with the applicable law.

2. If the User violates these Terms, omission of the Rightsholder does not preclude it from taking appropriate actions to protect its interests later, and does not constitute a waiver from rights of the Rightsholder in the event of subsequent occurrence of similar or identical violations.

3. The Rightsholder at any time and at his own discretion and without prior notice to the User has the right to transfer in whole or in part his rights and obligations under these Terms to any third party to whom the exclusive rights to the Service are transferred.

4. The Rightsholder does not assume any terms and conditions or obligations, other than those set forth in these Terms, except if such obligations are set forth in writing and signed by the Rightsholder and the User, or follow from the mandatory provisions of the applicable law.

5. The Rightsholder has the right to unilaterally terminate the agreement with the User extra judicially, without giving any reasons, by giving advance notice to the User.

6. In the event of a conflict, the text of the Terms posted in the Service shall take precedence over any other text of the Terms.‍

‍

‍RIGHTSHOLDER REQUISITES
CS Development LLC

‍Legal Address:

Georgia, Tbilisi, Vake district, I. Chavchavadze Ave., N 37, building. 3a, apartment N54

Post Address:

Georgia, Tbilisi, Vake district, I. Chavchavadze Ave., N 37, building. 3a, apartment N54

Registration date:

29.03.2022

Identification number:

405519808

Contact Information:

support@showoff.app