SHOWRUNNR CUSTOMER TERMS OF SERVICE

Last Modified: June 9, 2025

By creating a Showrunnr Account or accessing or using Showrunnr Products (defined below), you are agreeing to enter into a legally binding agreement with Showurnnr (even if you are using third party credentials or using Showrunnr Products on behalf of a company) (the “Agreement”). If you do not agree with the Agreement, do not create an account or access or otherwise use any of our products. If you no longer wish to use Showrunnr Products, please follow the directions in the Termination section below.

1. Definitions‍

The following terms, when used in this Agreement will have the following meanings:

“Account” means the unique identity that grants an individual (User) or organization access to Showrunnr Products. Organizations with an Account grant access to Showrunnr Platform by creating User Accounts or granting subscription access to existing user accounts as permitted in Showrunnr Products.

“Application” means the level of feature access Customers have to the Showrunnr Products. We offer different applications and all the applications a Customer purchases are enabled in your Showrunnr Account.

“Talent Hub” means the directory of Person Profiles that are accessible to all Accounts in Showunnr Product. Person Profiles are accessible in the Talent Hub when the owner Account of the Person Profile chooses to add the Person Profile to the Talent Hub.

“Supplier Marketplace” means the directory of Company Profiles that supply products and services for content production. Companies with an Account on Showrunnr Platform manage their own profile and presence in the Marketplace. A company profile can be owned and managed by Showrunnr when the company itself doesn’t have an Account.

“Production Directory” means the directory of Production Profiles that are accessible to all Accounts in Showunnr Product. “Production” generally refers to any content production encompassing various types of projects such as corporate media, live events, film, television, and digital media. Account owners choose to add the Production Profile to the Directory. A profile covers content that provides information about the Production and contains text, video, and images.

“Customer Data” means any data, content or materials that Customer (including its Users) submits to its Showrunnr Product accounts, including from Third-Party Platforms.

“Customer Materials” means materials and resources that you provide or post, upload, input or submit for public display through Showrunnr Product or in connection with Professional Services.

“Free Services” means the Showrunnr Product or Application or features made available by Showrunnr to you on an unpaid trial or free basis.

“Order Form” refers to a document or online process by which you agree to subscribe to Showrunnr Product(s) and purchase Professional Services. It outlines the pricing, number of licensed units, subscription term, and references this Agreement.

“Professional Services” means training, migration or other professional services that Showrunnr furnishes to Customer related to the Showrunnr Products, as set forth in an Order Form or statement of work that references this Agreement and is mutually executed by the parties (collectively, “SOW”).

“Showrunnr Products” means all of our applications, tools, and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via [url https://app.showrunnr.com] or another designated URL, and any ancillary products and services that we provide to you.

“Third Party Platform” means any product, add-on or platform not provided by Showrunnr that Customer uses with any Showrunnr Product.

“User” means anyone that Customer grants access to use Showrunnr Products as permitted in Showrunnr Products and if permitted in the Documentation or an Order Form.

“Showrunnr”, “we”, “us”, or “our”, means Showrunnr, Inc., a Delaware corporation.

“You”, “your”, or “Customer”, means the person or entity using the Showurnnr Products or receiving the Professional Services and identified in the applicable Account record, invoice, online subscription process or Order Form as the customer and your Affiliates included in the scope of your purchase.

2. Use of Service

2.1 Provision of Showrunnr Products. Subject to this Agreement, Showrunnr will make the Showrunnr Products available to Customer pursuant to this Agreement, the Support Policy available at: https://www.showrunnr.com/legal/support-services and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Showrunnr Products for its business purposes. As permitted in Showrunnr Product and applicable Order Form, Customer may permit Users to use the Showrunnr Products on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Showrunnr Products and for their compliance with this Agreement. You must be 18 years of age or older to use Showurnnr Products.

2.2 Data Sharing.

(a) Showrunnr Products allow sharing of Customer Data and Customer Materials in many ways such as through profiles, inquiries, booking confirmation, messages, and any feature that allows Users to communicate. Depending on the features you select and the information you share Customer Data or Customer Materials may be seen by other Account holders or others (on or off of the Showrunnr Product). We have provided you with settings that allow you to control who and what information is seen by others (e.g. during a resource inquiry with a supplier a supplier user will only see information about you that you choose to be part of the inquiry).

(b) Account owners can choose to include their data in the Talent Hub, Supplier Marketplace, or Production Directory. By opting in to publish data, you agree to have your data be visible to other Showrunnr Account holders and allow them to use the data in context of Showrunnr Products.

(c) We may use data that is part of Talent Hub, Supplier Marketplace, or Production Directory to support and develop AI features and functionality within Showrunnr Products and similar products and services that rely on machine learning.

2.3 Data Security.

(a) Showrunnr will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, Showrunnr will maintain the administrative, physical and technical safeguards to protect the security of Customer Data that are described in the Showrunnr security page located at https://www.showrunnr.com/legal/security-policy (the “Security Page”) posted as of the Effective Date (and as the Security Page may be updated by Showrunnr in a manner that does not materially decrease the applicable protections).

(b) The terms of the then current Data Processing Addendum at https://www.showrunnr.com/legal/dpa (“DPA”) are hereby incorporated by reference, as may be updated from time to time, and apply to the extent that Showrunnr processes any Personal Data (as defined in the DPA) contained in Customer Data that is subject to Data Protection Legislation (as defined in the DPA), on Customer’s behalf, in the provision of the Showrunnr Products.

2.4 Customer Responsibilities.

(a) Customer acknowledges that Showrunnr’s provision of the Showrunnr Products is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer’s systems, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner.

(b) Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Showrunnr Products and notify Showrunnr promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Showrunnr Products and (ii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Showrunnr Products, including as set forth in the Documentation. Customers will be solely responsible for its failure to maintain such equipment, software and services, and Showrunnr will have no liability for such failure (including under any service level agreement).

(c) Customers shall be responsible for the content of all communications sent by its Users via the Showrunnr Products. Customer agrees that it will not use the Showrunnr Products to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could constitute a criminal offense.

2.5 Professional Services. If applicable, Showrunnr will perform Professional Services as described in a SOW, which may identify additional terms or milestones for the Professional Services. Customer will give Showrunnr timely access to Customer Materials reasonably needed for Professional Services, and Showrunnr will use the Customer Materials only for purposes of providing Professional Services. Customer may use code or other deliverables that Showrunnr furnishes as part of Professional Services only in connection with Customer’s authorized use of the Showrunnr Products under this Agreement.

2.6 Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Showrunnr and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

2.7 Free Service. If you register for a Free Service, we will make the applicable Showrunnr Product available to you free of charge until the earlier of (a) the end of the trial period specified on the trial registration web page; (b) the end of the trial period specified on trial Order Form; or (c) the start date of your paid subscription as specified on an Order Form (“Trial Period”). Any Customer Data utilized by Customer in connection with Free Service and during Trial Period will be permanently lost at the end of such Trial Period unless the Customer (a) purchases a subscription plan to Showrunnr Products that is equivalent to or greater than the Free Service; or (b) exports such data before the end of the Trial Period. Free Service might not include or allow access to all features of the Showrunnr Product. Showrunnr is not obligated to provide support for Free Service. Any use of Free Service will be solely at Customer’s own risk and may be subject to additional terms and conditions as specified by Showrunnr. Showrunnr will have no liability under the Agreement (including any indemnification obligations) arising out of or related to Customer’s use of Free Service. Showrunnr may reduce the term of the Free Service or cease providing Free Service for any purpose without Customer’s consent.

2.8 Modifications. We may modify the Showrunnr Product during the Term of then current Order Form, including by adding or removing features, functions, or limits that apply to your subscription. Any modification will not materially degrade the overall functionality of the Showurnnr Product during then current Order Form except as follows:

(i) modifications to Free Services;

(ii) modifications resulting from changes outside of our control, such as a change to the applicable law, change related to third-party products, etc.;

3. Fees

3.1 Fees. Customer will pay Showrunnr the fees set forth in the applicable Order Form. Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice (the “Payment Period”), unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in such Order Form, payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. If Customer disputes an invoice in good faith, it will notify Showrunnr within the Payment Period and the parties will seek to resolve the dispute as soon as reasonably practicable. In addition to any pricing adjustments that are set forth in the applicable Order Form, Showrunnr may provide Customer with written notice of a change or increase in pricing for such Order Form at least sixty (60) days prior to the end of the then-current subscription term, and such modified pricing will become effective thereafter at the time of the renewal.

3.2 Late Payment. Showrunnr may suspend access to the Showrunnr Products immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date.

3.3 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Showrunnr. Customer will not withhold any Taxes from any amounts due to Showrunnr.

4. Proprietary Rights

4.1 Proprietary Rights. As between the parties, Showrunnr exclusively owns all right, title and interest in and to the Showrunnr Products, Professional Services deliverables, System Data and Showrunnr’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data, insights produced specifically for Customer via the use of the Showrunnr Products by Customer (which will constitute Customer Data for purposes hereof) and Customer’s Confidential Information. “System Data” means data collected by Showrunnr regarding the Showrunnr Products that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Showrunnr Products. Subject to this Agreement, Showrunnr hereby grants Customer a non-exclusive, non-sublicensable right and license to use the Professional Services deliverables solely as part of its permitted use of the Showrunnr Products.

4.2 Feedback. Customer may from time to time provide Showrunnr suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to any Showrunnr Product. Showrunnr will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Showrunnr will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS” and Showrunnr will not publicly identify Customer as the source of Feedback without Customer’s permission.

4.3 Product Improvement and Aggregated Statistics. Customer further agrees that, notwithstanding anything herein, Showrunnr has the right to aggregate, collect, retain and analyze Customer Data and other information relating to the performance of the Showrunnr Products and shall be free (during and after the term hereof) to (i) use and retain such data and other information to improve Showrunnr’s products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5. Confidentiality; Restrictions

5.1 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

5.2 Technology Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Showrunnr Products; (b) attempt to probe, scan or test the vulnerability of the Showrunnr Products, breach the security or authentication measures of the Showrunnr Products without proper authorization or willfully render any part of the Showrunnr Products unusable; (c) use or access the Showrunnr Products to develop a product or service that is competitive with Showrunnr’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Showrunnr Products or otherwise offer the Showrunnr Products on a standalone basis; or (e) otherwise use the Showrunnr Products in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form

6. Warranties and Disclaimers

6.1 Mutual. Each party warrants that (a) it has the legal power and authority to enter into this Agreement and (b) it will use industry-standard measures to avoid introducing viruses or other malicious code into the Showrunnr Products.

6.2 Showrunnr. Showrunnr warrants that (a) the Showrunnr Products will perform materially as described in the Documentation and Showrunnr will not materially decrease the overall functionality of the Showrunnr Products during the applicable subscription term (the “Performance Warranty”), and (b) any Professional Services will be provided in a professional and workmanlike manner (the “Professional Services Warranty”). Showrunnr will use reasonable efforts to correct a verified breach of the Performance Warranty or Professional Services Warranty reported by Customer. If Showrunnr fails to do so within 30 days after Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Showrunnr Product or Professional Services, in which case Showrunnr will refund to Customer any prepaid subscription fees for the terminated portion of the applicable subscription term (for the Performance Warranty) or for the non-conforming Professional Services (for the Professional Services Warranty). To receive these remedies, Customer must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Showrunnr Product or 30 days after delivery of the relevant Professional Services. These procedures are Customer’s exclusive remedies and Showrunnr’s sole liability for breach of the Performance Warranty or Professional Services Warranty.

6.3 Customer. Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Showrunnr to use the same as contemplated hereunder.

6.4 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SHOWRUNNR PRODUCTS ARE INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER’S SYSTEMS AND PROCESSES. SHOWRUNNR DOES NOT REPRESENT OR WARRANT THAT THE SHOWRUNNR PRODUCTS WILL BE ERROR-FREE AND CUSTOMER ACKNOWLEDGES THAT THE INSIGHTS PROVIDED BY THE SHOWRUNNR PRODUCTS DO NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL. SHOWRUNNR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF.

6.5 PREVIEW PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH SHOWRUNNR WHERE CUSTOMER GETS TO PREVIEW AND USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “PREVIEW PRODUCTS”) OFFERED BY SHOWRUNNR. THE PREVIEW PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. SHOWRUNNR DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL, SUPPORT OR OTHER COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR SHOWRUNNR MAY TERMINATE CUSTOMER’S ACCESS TO THE PREVIEW PRODUCTS AT ANY TIME.

7. Indemnification

7.1 Indemnity by Showrunnr. Except for Free Service, Showrunnr will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of a Showrunnr Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Showrunnr) in connection with any such Claim; provided that (a) Customer will promptly notify Showrunnr of such Claim, (b) Showrunnr will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Showrunnr may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Showrunnr in connection therewith. If the use of the Showrunnr Product by Customer has become, or in Showrunnr’s opinion is likely to become, the subject of any claim of infringement, Showrunnr may at its option and expense (i) procure for Customer the right to continue using and receiving the Showrunnr Products as set forth hereunder; (ii) replace or modify the Showrunnr Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Showrunnr will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of the Showrunnr Product by Customer not in accordance with this Agreement; (C) modification of the Showrunnr Product by or on behalf of Customer; (D) Customer Data or Customer Materials, or (E) the combination, operation or use of the Showrunnr Product with other products or services where the Showrunnr Product would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Showrunnr’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

7.2 Indemnification by Customer. Customer will defend Showrunnr against any Claim made or brought against Showrunnr by a third party arising out of the Excluded Claims, and Customer will indemnify Showrunnr for any damages finally awarded against Showrunnr (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Showrunnr will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Showrunnr’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Showrunnr of all liability) and (c) Showrunnr reasonably cooperates with Customer in connection therewith.

8. Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 5, OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS OR INTERRUPTION OF BUSINESS, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THIS CLAUSE (B), THE “ORDINARY CAP”). NOTWITHSTANDING ANYTHING HEREIN, SHOWRUNNR’S AGGREGATE LIABILITY HEREUNDER (INCLUDING UNDER SECTION 5.1) IN RELATION TO CUSTOMER DATA WILL NOT EXCEED THE ORDINARY CAP.

9. Termination

9.1 Term. The initial term will be specified in your Order Form will begin on the Order Form Effective Date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

9.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

9.3 Survival. Upon expiration or termination of this Agreement (a) all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below, and (b) each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.

9.4 Customer Data Retrieval. If you need help retrieving you Customer Data during the term of a then current Order Form, Showrunnr will provide reasonable assistance to you, at your reasonable cost. For clarity, during the term of the applicable Order Form, Customer may extract Customer Data using Showrunnr’s standard web services as described in the Documentation. For Free Services we will not provide you with any access to Customer Data after termination or expiration of your Order Form.

1. Subject to Showrunnr’s legal obligations, Showrunnr has no obligation to maintain or provide any Customer Data and will, unless legally prohibited, delete Customer Data after such expiration or termination; provided, however, that Showrunnr will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Showrunnr will continue to protect the Customer Data in accordance with this Agreement.

10. General

10.1 Insurance. Showrunnr shall, during the term of this Agreement, maintain in force the following insurance coverage at its own cost and expense: (a) Statutory Worker’s Compensation and Employer’s Liability as required by state law with a minimum limit of $1,000,000 each accident / $1,000,000 each disease / $1,000,000 policy limit per occurrence, Disability and Unemployment Insurance, and all other insurance as required by law, including Employer’s Liability Insurance with limits of no less than $1,000,000 per occurrence, or any amount required by applicable law, whichever is greater; (b) Commercial General Liability, on an occurrence basis, including premises-operations, product completed-operations, broad form property damage, contractual liability, independent contractors and personal liability, with a minimum combined single limit of $1,000,000 per occurrence; and (c) Cyber Liability coverage covering the Showrunnr Products, with coverage limits of not less than $1,000,000 per claim or per occurrence/$1,000,000 aggregate, placed either on an “occurrence” basis or on a “claims made” basis.

10.2 Publicity. Customer agrees that Showrunnr may refer to Customer’s name and trademarks in Showrunnr’s marketing materials and website; however, Showrunnr will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

10.3 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law. We may assign this Agreement to any Showrunnr Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

10.4 Amendment; Waiver. We may modify any part or all of the Agreement by posting a revised version at [link]. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification. If you would like to receive an email notification when we update the Agreement, complete the form found at [link].

If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the terms posted at https://www.showrunnr.com/legal will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

10.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.7 Governing Law. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.8 Notices. To Showrunnr Notice will be sent to the contact address set forth below will be deemed delivered as of the date of actual receipt.

Address for notice
Showrunnr, Inc.
2219 Main Street, #1071

Santa Monica, CA 90405-2217

Attn: Legal

To Customer: your address as provided in our Showrunnt Account information for you. We may give electronic notices by general notice via Showurnnr Product and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of Showrunnr Product. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

10.9 Entire Agreement. This Agreement comprises the entire agreement between Customer and Showrunnr with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Showrunnr, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

10.10 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.11 Interpretation. For purposes hereof, “including” means “including without limitation”.