[Last updated on October 15, 2018]
EVENTSTREAM INC. (“Eventstream”, “Showdown Live”, “we”, “us” and terms of similar meaning) provide the Services, including access to the Showdown Live mobile application (“Showdown Live” or the “Application”) subject to these terms and conditions of use (these “Terms”). An updated copy of these Terms will be available through the Application or on the Showdown Live website at www.showdown.live (the “Site”).
Throughout these Terms, we will refer to the services provided on the Application and Site as the “Services”. All users of the Services are referred to as “Users” throughout the Terms. Content on the Services, including all text, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
PLEASE READ THROUGH THESE TERMS CAREFULLY BEFORE USING OR ACCESSING THE SERVICES. BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS, AND ALL POLICIES, STATEMENTS AND GUIDELINES INCORPORATED BY REFERENCE IN THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY, THEN DO NOT USE OR ACCESS THE SERVICES.
1. Showdown Live Services
Showdown Live is an interactive application that permits Users to create, and play their own live streaming game shows and share them with subscribers. Users can earn Coins by performing certain actions which can be redeemed for in-app Power-Ups or certain rewards.
The Services are not intended to be used by children. You must be at least seventeen (17) years of age to use the Services.
3. User Accounts; Registration Data; Account Security
To use the Services all Users must register for an account through a Facebook Account (“User Account”). Users may access the Services by registering for a free User Account. In the future, we may offer Users the option to subscribe for paid User Accounts that will provide access to additional “paid features” not available to free User Accounts. These features may include branded accounts and advertising.
In addition, Showdown Live may, in its sole discretion, offer to upgrade certain Users to the status of a “Top-Host”. Top-Hosts may be selected in accordance with the criteria more particularly described on the Application. Top-Hosts may be given the opportunity to earn additional Coins.
When registering for a User Account, each User will be required to choose a username. When creating a profile, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Application (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide, and to keep it accurate, current and complete; (d) accept all risks of unauthorized access to the Registration Data and any other information you provide through the Services; and (e) not use any user name that is protected by trademark or proprietary law, or is vulgar or otherwise offensive. Showdown Live will not be liable for any loss or damage from your failure to comply with this obligation.
4. Showdown Live Reward Program
Showdown Live may offer one or more programs (“Rewards Programs”) under which you may have the opportunity to earn points (referred to as “Coins”), which are redeemable for rewards or in-app power-ups (“Power-Ups”). We may limit, suspend or terminate your ability to participate in a Rewards Program in our sole and absolute discretion, and may void any Coins or potential Coins you have earned or accumulated in a Rewards Program, if we determine in our sole discretion that you have not complied with these Terms or any additional terms applicable to such participation. You agree to abide by the final and binding decisions of Showdown Live regarding any Rewards Program and your participation in it. We reserve the right to change, suspend, or cancel all or a portion of a Rewards Program, including any Coins you may have accrued, at any time without prior notice to you.
At present, the Rewards Programs are only available in Canada, the United States and Australia. The Services including the Rewards Programs are, in no way, affiliated with Apple Inc., Alphabet Inc., Google LLC, or any of their affiliates or subsidiaries.
Coins are earned by participating in certain activities as described on the Site and in the Application (“Activities”). If you choose to participate and follow the instructions associated with an Activity, upon satisfying all of the requirements of the Activity, you will be awarded Coins associated with completing the Activity as long as the completion of such Activity can be tracked in the Application or Site.
You may redeem Coins you have earned for rewards offered in a Rewards Program or Power-Ups pursuant to these Terms and any applicable additional terms described on the Site or Application. Supplies may be limited. Rewards may be awarded on a first-come, first-serve and while supplies-last basis. If you attempt to redeem Coins for a reward and we determine that the reward is unavailable, out of stock, or for whatever reason cannot be provided, then Showdown Live may, in its sole and absolute discretion, provide you with a reward of equal or greater value. No credit, reversal, or refund of points will be issued for any reason after Coins have been redeemed; in other words, once you order a reward or Power-Up, you may not cancel the reward, exchange for an alternate Power-Up or reward, or return the reward for a refund of Coins. The only way to use Coins is to redeem them for Rewards Program rewards as available from time to time through the Site or Application (as the case may be). We reserve the right to promote that rewards were issued to certain Users.
Power-ups are awarded in the Application. Rewards are provided as described on the Application (which may include a gift card code provided through the Application). Rewards may be provided by third party providers. Coins are not transferable, may not be bartered or sold, and are void if a transfer is attempted, such Coins and the associated User Account are not transferable upon death, as part of a domestic relations matter or otherwise by operation of law.
Any User Account that has not been logged into for a period of twelve (12) months may be closed. Upon the closing of an inactive User Account, all Coins associated with such User Account that have been earned but not redeemed may be voided without any compensation or further obligation to you.
5. Game Recordings
All games are recorded for archival purposes (“Game Recordings”). Game Recordings are the property of Showdown Live. All Users are provided with a revocable, non-exclusive, non-sublicensable license to use and share a link to Game Recordings.
Notwithstanding Showdown Live’s ownership of such Game Recordings, Users that are not Top-Hosts are permitted to delete Game Recordings through their User Account. Top-Hosts are not permitted to delete Game Recordings.
6. Ownership, Copyright and Trademarks
Content provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on Showdown Live may include trivia questions and answers, User information, images and other data uploaded by a User to the Services.
Showdown Live’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 7 of these Terms.
Other than User Content, the Application, the Site, Services, all Content, Game Recordings and any other software used to create and operate the Services is the property of Showdown Live or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, including but not limited to User Content that is not compliant with the User Conduct and Content Guidelines described in Section 8 below, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.
7. License to Use Showdown Live and License Restrictions
Showdown Live grants to you a revocable, non-exclusive, non-sublicensable license to use the Application and Site, access the Services and to view the Content available to you through the Services (“License”).
Other than as expressly permitted in these Terms, the Content and the License are subject to the following restrictions and account terms:
(a) The Services we provide through the Application and Site are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Application.
(b) You may not make or distribute copies of the Application or Services.
(c) You may not alter, merge or translate the Application or Services, or decompile, reverse engineer, disassemble, or otherwise reduce the Application or Services to a human-perceivable form.
(d) You may not modify or create derivative works based on the Application, Services or the Content.
(e) You may not use the Application or Services for any application deployment or ultimate production purpose.
(f) You may not use the Application or Services to develop any application having the same or similar primary function as the Application and/or Services.
(g) You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
(h) You may not otherwise use the Application, Site, Services or the Content other than for its intended purpose.
(i) Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
(j) Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The licenses in this Section are revocable by Showdown Live at any time.
(k) Your use of the Application, Site, Services and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law.
(l) Your use of the Application and Services must comply with the User Content Guidelines outlined in Section 8 of these Terms.
8. Your Limited License of Your User Content to Showdown Live
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Application and provide the Services, now and in the future. For example, if you create a live gameshow through the Application, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant Showdown Live and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the User Content Guidelines described Section 8 below) and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in this Section. For example, we reserve the right to record games played on the Application and use them for the promotion of the Services.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
9. Service Rules and User Content Guidelines
When using the Services, Users must comply with the following rules:
• Game hosts should strive to make the best game they can and requires the full use and function of your camera and microphone.
• Trivia games must be skill based and require the player to think. Games that are purely based on tap speed are not permitted
• Trivia games must not contain questions and answers that are not public knowledge
• There are no limits to how many games a User can play or create in a day
• Any other rules listed on the Site or Application.
Users that attempt to cheat or game the rewards system will be banned.
The Services may permit Users to upload or input User Content. User Content submitted to any public area of the Services will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Application or Services any of the following:
• Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, sexually explicit, lewd, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of Showdown Live;
• Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law;
• Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Private information of any third party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
• Content that is unrelated to the use of the Services; or
• Content that in the sole judgment of Showdown Live, is objectionable or which restricts or inhibits any other person from using or enjoying the Site or the Services, or which may expose Showdown Live or its affiliates or its Users to any harm or liability of any type.
The foregoing is a partial list of the kind of content that is illegal or prohibited on the Application and Services. While we cannot review all User Content that is posted or sent by Users on the Service and are not responsible for such User Content, we reserve the right, but do not have an obligation, to investigate and take appropriate action, including but not limited to termination of User Accounts or legal action, in our sole discretion, against anyone who violates this Section or any other provision of these terms. You understand and agree that you shall remain solely responsible for all User Content posted through the Service.
10. Copyright Policy
Showdown Live respects the intellectual property rights of others. By submitting User Content through the Services, you represent and warrant that doing so does not infringe any third party’s copyrights, trade-marks, privacy rights, or other intellectual property or legal rights of any kind.
If we are notified that any User has posted, shared or saved any Content which allegedly do not conform to these Terms, we may, in our sole discretion, investigate the allegation and determine whether to take any other actions. You may also be subject to civil and criminal penalties, including without limitation monetary damages, if you violate any third party’s legal rights.
Showdown Live does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services (including links to third party websites) or endorse any opinions expressed via the Services or such websites or resources. While we will use reasonable efforts to ensure that all Content complies with these Terms, you understand and agree that notwithstanding our efforts, by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate, inappropriate or otherwise deceptive.
If you believe that any Content posted on the Site infringes the copyright of a third party, please contact us and provide all information relevant to any claim of infringement by e-mailing email@example.com or through the Application using the “report a game” feature in the menu of a live game.
11. Warranty Disclaimer
THE APPLICATION, SITE, THE CONTENT AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM SHOWDOWN LIVE OF ANY KIND, EITHER EXPRESS OR IMPLIED. SHOWDOWN LIVE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SHOWDOWN LIVE DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION, SITE, SERVICES OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SERVICES, THE CONTENT OR ANY PORTION THEREOF.
WHILE SHOWDOWN LIVE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, SHOWDOWN LIVE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against Showdown Live, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Application, Site, the Services or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, your interactions with other Users on the Services, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Application, Site or Services. We are not responsible for the conduct, whether online or offline, of any Users of our Application, Site or the Service. YOU USE THE APPLICATION, SITE AND SERVICES AT YOUR OWN RISK.
Without limitation of the foregoing, neither Showdown Live nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Application, Site, Services or the Content, including without limitation any damages caused by or resulting from your reliance on the Application, Site, Services or other information obtained from Showdown Live or any other Released Party or accessible via the Services, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Showdown Live, the Customer, any User, or any other Released Party's records, programs or services.
In no event shall the aggregate liability of Showdown Live, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Application, Site or the Services exceed any amount paid by you for access to the Application, Site or Services during the three months prior to the date of any claim, if any.
You shall defend, indemnify and hold harmless Showdown Live and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Application, Site and Services and from the use of the Services by any person to whom you give access to your account.
13. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, Showdown Live reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Application, Site, Services or Content; (c) change, suspend or discontinue any aspect of the Application, Site, Services or Content; and (d) impose limits on the Application, Site, Service or Content.
Showdown Live reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you on the Site and/or Application visible to you the next time you access the Services. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Application and/or Site, and your continued use of the Application, Site or Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at the contact address below.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 12 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data, if any. Second, we may post a notice to you in your User Account area of the Site and/or Application. Third, we may post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
15. Applicable Law and Venue
The Application, Site and Services are controlled by Eventstream Inc. and operated by it from its offices in Toronto, Ontario. You and Showdown Live both benefit from establishing a predictable legal environment in regard to the Application, Site and Services. Therefore, you and Showdown Live explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Application, Site and Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Application, Site, Services or Content; (c) oral or written statements relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Application, Site, Services or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT YOU MAY HAVE TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST SHOWDOWN LIVE RELATED TO ANY CLAIM AND, WHERE APPLICABLE, YOU ALSO AGREE TO OPT OUT OF ANY CLASS PROCEEDINGS AGAINST SHOWDOWN LIVE. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Showdown Live and the other Released Parties for your failure to comply with any such laws.
16. Termination of Agreement
You and Showdown Live may terminate these Terms and your use of the Services at any time. When you terminate these Terms, you must cease using the Services immediately. When your account is terminated, any User Content you have uploaded to the Services may remain on the Services. The license you grant to us in Section 7 therefore survives the termination of this Agreement. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 4, 5, 6, 7, 11, 12, 14, 15 and 16, and any representation or warranty you make in these Terms, shall also survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Showdown Live may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Showdown Live, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Showdown Live regarding your use of the Services, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and Showdown Live regarding your use of the Services. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais
18. Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here: