Terms of Service

Effective Date: February 2025

Showdio, Inc., a Delaware corporation (“Showdio,” “we,” “us,” or “our”)

1. Acceptance of Terms

By accessing or using the Showdio website, mobile application, or related services (collectively, the “Platform”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree, you may not access or use the Platform. You represent that you are at least 13 years of age. If you are under 18, you represent that you have obtained parental or guardian consent.

2. Description of Services

Showdio provides a user-generated content platform enabling users to upload media, participate in competitions, vote, and engage with other users and brands. We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time without liability.

3. User Accounts

You agree to provide accurate registration information and maintain the security of your account credentials. You are responsible for all activities under your account. We may suspend or terminate accounts that violate these Terms or applicable law.

4. User Content Ownership

You retain ownership of all content, videos, images, audio, text, and other materials you upload or submit to the Platform (“User Content”). Nothing in these Terms transfers ownership of User Content to Showdio.

5. License Grant to Showdio

By uploading User Content, you grant Showdio a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable, and perpetual license to host, store, reproduce, distribute, publicly perform, publicly display, modify, adapt, create derivative works, and otherwise use your User Content in connection with operating, improving, promoting, advertising, marketing, and monetizing the Platform. This includes use in social media, paid advertising, banner ads, email marketing, sponsored campaigns, press materials, and investor communications.

6. Removal and Opt-Out Rights

You may remove User Content at any time through your account settings. Upon removal, Showdio will cease new promotional uses within a commercially reasonable timeframe, excluding content already incorporated into distributed materials or required for legal compliance. You may opt out of promotional usage rights through profile settings or by emailing hello@showdio.com. If you believe your content is being used improperly, contact hello@showdio.com for review.

7. Third-Party Usage Protections

No brand, sponsor, advertiser, or other user may commercially exploit User Content without the creator's prior express approval via email or through an in-app licensing mechanism. Showdio does not grant ownership rights in User Content to third parties absent creator consent.

8. Acceptable Use

You agree not to upload content that infringes intellectual property rights, violates privacy or publicity rights, contains unlawful or harmful material, or involves fraudulent conduct such as vote manipulation or automated bot activity. Showdio may remove content or disqualify users at its discretion.

9. Copyright & DMCA

Showdio complies with the Digital Millennium Copyright Act. Copyright infringement notices may be submitted to hello@showdio.com. We may remove allegedly infringing content and terminate repeat infringers.

10. Disclaimers

The Platform is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Showdio disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of Liability

To the maximum extent permitted by law, Showdio shall not be liable for indirect, incidental, special, consequential, or punitive damages. Our aggregate liability shall not exceed the greater of $100 or the total amount paid by you to Showdio in the prior 12 months.

12. Indemnification

You agree to defend, indemnify, and hold harmless Showdio and its officers, directors, employees, and affiliates from any claims arising out of your User Content, misuse of the Platform, or violation of these Terms.

13. Arbitration and Class Action Waiver

All disputes shall be resolved through binding arbitration in Delaware under the rules of the American Arbitration Association. You waive any right to participate in class actions or jury trials.

14. Governing Law

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

15. Modifications

We may update these Terms periodically. Continued use of the Platform after changes become effective constitutes acceptance of the revised Terms.